Common use of Sub-Distributors Clause in Contracts

Sub-Distributors. Subject to the terms and conditions of this Agreement and the Daewoong Agreement, DISTRIBUTOR may promote and distribute the Agreement Products through one or more third-party distributors and/or resellers (including Affiliates of DISTRIBUTOR) (each a “Sub-Distributor”), provided that DISTRIBUTOR shall notify EVOLUS in writing of the name and address of each appointed Sub-Distributor prior to any such engagement. Prior to engaging any Sub-Distributor, DISTRIBUTOR shall enter into a written agreement with the Sub-Distributor that, at minimum, is consistent with terms and conditions of this Agreement. DISTRIBUTOR shall retain fully executed copies of each such agreement and provide one copy to EVOLUS for its records. Notwithstanding the appointment of any Sub-Distributors, DISTRIBUTOR shall remain fully responsible for the performance of all of its covenants and obligations hereunder. Any sales by EVOLUS of Agreement Products that are delivered to a Sub-Distributor or its customers pursuant to an order placed by DISTRIBUTOR upon EVOLUS, shall be understood to be a sale by EVOLUS to DISTRIBUTOR, and DISTRIBUTOR shall be solely responsible for payment for such Agreement Products. and such order shall be shipped directly by EVOLUS to the Sub-Distributor. DISTRIBUTOR shall be liable to and shall indemnify, defend and hold harmless EVOLUS for any act or omission of a Sub-Distributor that would constitute a breach of this Agreement if it had been committed by DISTRIBUTOR.

Sub-Distributors. Subject to During the terms and conditions Term, Company may, only with the prior written consent of this Agreement and the Daewoong AgreementWherify, DISTRIBUTOR may promote and distribute the Agreement Products through appoint one or more third-party distributors and/or resellers (including Affiliates of DISTRIBUTOR) (each a “Sub-Distributor”)Distributors to promote, provided that DISTRIBUTOR shall notify EVOLUS market, distribute and sell the Products directly to end-user customers in writing of the name and address of each appointed Territory. Each Sub-Distributor prior to any such engagement. Prior to engaging any Sub-Distributor, DISTRIBUTOR approved by Wherify shall enter have entered into a written agreement with Company which contains terms and conditions which are no less protective of Wherify, and its Products and intellectual property, than the terms and conditions in and required by this Agreement. Without limiting the foregoing, if a Sub-Distributor is used, the Company shall require the Sub-Distributor thatto perform the Company's responsibilities under this Agreement for the benefit of Wherify in the same manner as is required of the Company, at minimumincluding without limitation under Sections 2.2, is consistent with terms 2.3, 2.5, 8, 9, 10 and conditions 11. Company shall be responsible to Wherify under this Agreement for the actions and inactions of each Sub-Distributor, however, as if performed by the Company, including any failures to meet the indemnification obligations under Section 6.2, and shall be directly liable to Wherify for any breaches of this Agreement. DISTRIBUTOR shall retain fully executed copies of each such agreement and provide one copy to EVOLUS for its records. Notwithstanding the appointment of Agreement resulting from any Sub-Distributors, DISTRIBUTOR Distributor's acts or omissions. Company shall remain fully responsible for the performance notify Wherify in writing of all of its covenants and obligations hereunder. Any sales by EVOLUS of Agreement Products that are delivered to a each proposed Sub-Distributor Distributor, which notice shall include the proposed Sub-Distributor's name, address and corporate overview and shall identify all Substantially Similar Products marketed, promoted or its customers pursuant to an order placed distributed by DISTRIBUTOR upon EVOLUS, shall be understood to be a sale by EVOLUS to DISTRIBUTOR, and DISTRIBUTOR shall be solely responsible for payment for such Agreement Products. and such order shall be shipped directly by EVOLUS to the Sub-Distributor, if any. DISTRIBUTOR Upon receipt of such notice Wherify shall use reasonable efforts to respond to each such notice within 15 days of receipt thereof, provided that Wherify's failure to respond shall be liable to and shall indemnify, defend and hold harmless EVOLUS for any act or omission deemed Wherify's rejection of a such proposed Sub-Distributor that would constitute a breach of this Agreement if it had been committed by DISTRIBUTORDistributor.

Sub-Distributors. Subject to the terms and conditions of this Agreement and the Daewoong Agreement, DISTRIBUTOR may promote and distribute the Agreement Products through one - 3 - Confidential treatment has been requested for portions of this exhibit under 17 C.F.R. Sections §§ 200.80(b)(4) and 230.406. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. or more third-party distributors and/or resellers (including Affiliates of DISTRIBUTOR) (each a “Sub-Distributor”), provided that DISTRIBUTOR shall notify EVOLUS in writing of the name and address of each appointed Sub-Distributor prior to any such engagement. Prior to engaging any Sub-Distributor, DISTRIBUTOR shall enter into a written agreement with the Sub-Distributor that, at minimum, is consistent with terms and conditions of this Agreement. DISTRIBUTOR shall retain fully executed copies of each such agreement and provide one copy to EVOLUS for its records. Notwithstanding the appointment of any Sub-Distributors, DISTRIBUTOR shall remain fully responsible for the performance of all of its covenants and obligations hereunder. Any sales by EVOLUS of Agreement Products that are delivered to a Sub-Distributor or its customers pursuant to an order placed by DISTRIBUTOR upon EVOLUS, shall be understood to be a sale by EVOLUS to DISTRIBUTOR, and DISTRIBUTOR shall be solely responsible for payment for such Agreement Products. and such order shall be shipped directly by EVOLUS to the Sub-Distributor. DISTRIBUTOR shall be liable to and shall indemnify, defend and hold harmless EVOLUS for any act or omission of a Sub-Distributor that would constitute a breach of this Agreement if it had been committed by DISTRIBUTOR.