Distribution Agreement
Category: Distribution
ARTICLE 2
Scope of the Agreement
2.1 SELLER hereby grants DISTRIBUTOR an exclusive right and license to: (i) promote, market, sell and distribute the Products to End Users in the Territory during the Term directly and through its dealer and distribution channels; (ii) use the Products as reasonably required in connection with such marketing and distribution, including without limitation as necessary to provide service in connection with such Products; (iii) sublicense End Users to use the Products; (iv) translate, modify, and copy, in whole or in part, and distribute any of SELLER’s Sales Literarure or other marketing documentation pertaining to the Products at no additional charge and (v) such other rights and license as may be reasonably required in connection with the foregoing, including a license to SELLER’s patents, copyrights, trademarks, trade secrets and other intellectual property rights related to the Products, as specified in the OEM Agreement. SELLER shall not directly or indirectly sell or permit the promotion, marketing, sale or distribution of Products in the Territory except as provided in this Agreement.
2.2 DISTRIBUTOR shall undertake at its own expense to (a) use commercially reasonable efforts to promote the distribution of Products in the Territory and maintain an office and an adequate marketing organization for such activities; (b) maintain close liaison with the End Users and advise SELLER of any requirements expressed by End Users in a timely manner. DISTRIBUTOR shall have the right to affix DISTRIBUTOR’s own label or marking on the Products; provided such label is not larger than the label of SELLER and does not indicate DISTRIBUTOR as the manufacturer of the entire Product.
2.3 SELLER shall, where reasonably requested by DISTRIBUTOR, be available and provide at its own cost technical support to DISTRIBUTOR in its marketing and sales activities, road shows, exhibitions, press reporting and interviews. All other marketing activities expenses shall be borne by DISTRIBUTOR. SELLER shall perform at its own cost (for its employees and expenses) two initial instruction programs to DISTRIBUTOR’s sales organizations in the Territory.
Distribution Agreement