[{"id":"c2572447-892b-48c1-b844-8a9c71de0cd7","order":1,"text":"DISTRIBUTION AND RESELLER AGREEMENT","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"fc1e692a-aab0-4ec2-a13b-e96f7fef9423","order":2,"text":"(United States)","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"a97037be-4c55-4707-b746-aec399846085","order":3,"text":"This Distribution and Reseller Agreement (this "Agreement") is made and entered into as of [Effective Date] (the "Effective Date"), by and between:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"ccbc8c2c-3075-43b1-8e38-39baeef26bfe","order":4,"text":"[Supplier legal name], a corporation organized and existing under the laws of the State of [State of organization], having its principal place of business at [Street address], [City, State ZIP] (the "Supplier");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"0cfc6569-b83a-4e17-950e-01a8d189d67f","order":5,"text":"and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"e2840f29-db8f-4e6e-80c2-853d05e6d651","order":6,"text":"[Distributor legal name], a corporation organized and existing under the laws of the State of [State of organization], having its principal place of business at [Street address], [City, State ZIP] (the "Distributor").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f2062150-a11a-46a7-94b9-3aa94224929e","order":7,"text":"The Supplier and the Distributor are referred to in this Agreement individually as a "Party" and collectively as the "Parties".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"16","cflou":false,"active":true},{"id":"e1e28a42-17e6-4205-a26d-8905767f376c","order":8,"text":"RECITALS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c7534468-7a65-4d2f-a1e6-ce7d1156f365","order":9,"text":"Capitalized terms used in these Recitals have the meanings given to them in the Section entitled "Definitions".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"cc7e4c02-1fa4-4d24-bcd1-893bc26e297a","order":10,"text":"WHEREAS, the Supplier manufactures, imports or otherwise supplies the Products described in this Agreement and owns or controls the trademarks, service marks and trade names under which those products are marketed;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"40ea9853-5079-47da-95e4-58da71dc0673","order":11,"text":"WHEREAS, the Distributor is engaged in the business of purchasing, marketing, reselling and supporting products of the kind described in this Agreement, and represents that it has the facilities, personnel, financial resources, permits and experience necessary to promote and resell those products within the Territory;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"6d7e00c1-4b4b-46a6-a7b9-7c2084d63967","order":12,"text":"WHEREAS, the Supplier wishes to appoint the Distributor, and the Distributor wishes to accept appointment, to purchase the Products from the Supplier for resale in the Territory in the Distributor's own name and for its own account, upon the terms and subject to the conditions set forth in this Agreement;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"5eec6050-73ed-4962-a39f-421dace4068a","order":13,"text":"NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"18a62774-7c55-46da-9f1c-f7eeb7d665db","order":14,"text":"1. DEFINITIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S01"},{"id":"58bde3ee-d813-4f0c-a22d-4c7b958d182e","order":15,"text":"The following capitalized terms have the meanings set out below. Terms defined elsewhere in this Agreement have the meanings there given to them, and defined terms are used consistently throughout this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5fab1d7d-c36d-4b4e-8264-4f780b532196","order":16,"text":""Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means the ownership of more than fifty percent (50%) of the voting securities or equity interests of an entity, or the power to direct its management and policies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"dd819043-0590-47d6-af1b-e0896e5db149","order":17,"text":""Competing Products" means goods that are the same as, or that perform substantially the same function as, or that are otherwise reasonably substitutable for, any of the Products.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b256aed1-b1e3-4b76-bce0-cb34bb44fd21","value":"restricted","type":"add","operator":"="}]},{"id":"45d7cada-07c2-46af-8e16-90247f129e85","order":18,"text":""Confidential Information" has the meaning given in the Section entitled "Confidentiality, Trade Secrets and Non-Solicitation".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"f71e3aff-719a-45be-bce5-f92fc8aafbe8","order":19,"text":""Contract Year" means the period of twelve (12) consecutive months beginning on the Effective Date, and each successive period of twelve (12) consecutive months thereafter during the Term.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"555e600c-1e9e-459e-9b91-fee563ab8dc4","order":20,"text":""Customer" means any person or entity that purchases Products from the Distributor, whether for its own use or for further resale as permitted by this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"a5fc1bdf-58e6-4da1-9946-2eee627b1210","order":21,"text":""Force Majeure Event" has the meaning given in the Section entitled "Force Majeure".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"943fcc0a-66b1-4dc3-bafc-093f9dc908b2","order":22,"text":""Intellectual Property Rights" means all patents, patent applications, copyrights, trademarks, service marks, trade names, trade dress, trade secrets, know-how, database rights, design rights and all other proprietary rights of any kind, whether registered or unregistered, arising under the laws of the United States, of any State, or of any other jurisdiction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"ae97aa8f-b898-45af-8936-b5fc95ecb420","order":23,"text":""Marks" means the trademarks, service marks, trade names, logotypes and trade dress owned or controlled by the Supplier and used in connection with the Products, including the following: [Trademarks and trade names licensed].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"05b1553d-3dc2-4621-aeae-7a2c922837c2","order":24,"text":""Net Purchases" means the aggregate net invoice value of Products purchased by the Distributor from the Supplier during the period concerned, calculated after all discounts, credits and allowances and excluding freight, insurance, duties and taxes.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"58c8b815-2c22-4d34-bde2-0bb5f0ad8792","order":25,"text":""Products" means the goods described immediately below, together with any accessories, spare parts, replacement parts and successor or replacement models designated by the Supplier in writing as Products under this Agreement:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"e3bacebd-c1d0-4749-94fd-b4da6a721ce0","order":26,"text":"[Description of the Products covered]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"cf0ad115-17fb-4bfb-9338-30efd2f4e1a6","order":27,"text":""Purchase Order" means a written or electronic order for Products submitted by the Distributor to the Supplier in the form and through the channels designated by the Supplier from time to time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"329ce2f2-6e3e-48fc-b175-0af397f05edf","order":28,"text":""Specifications" means the Supplier's published specifications, data sheets, technical documentation and labeling requirements for the Products, as amended by the Supplier from time to time upon reasonable prior written notice to the Distributor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c2da90b6-3745-45cb-8fd5-132b1d6d4764","order":29,"text":""Term" has the meaning given in the Section entitled "Term and Renewal".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"0df5ba4b-8c57-493f-a9bb-0ce86bd15917","order":30,"text":""Territory" means the fifty (50) States of the United States of America, the District of Columbia and the Commonwealth of Puerto Rico.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"089ea990-9220-4b15-9cec-1a5a5d7d8455","value":"nationwide","type":"add","operator":"="}]},{"id":"0b9a582b-9016-4eab-8a94-3a60e143ed50","order":31,"text":""Territory" means the following geographic area, and no other: [Description of the Territory].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"089ea990-9220-4b15-9cec-1a5a5d7d8455","value":"defined","type":"add","operator":"="}]},{"id":"5aa31668-4b54-4544-af36-6e9efa64a40b","order":32,"text":"Words importing the singular include the plural and vice versa. The words "including", "includes" and "such as" are not words of limitation and mean "including without limitation". References to a statute or regulation include that statute or regulation as amended, re-enacted or replaced from time to time, and any rules and regulations promulgated under it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"3c074cbf-2c8e-476d-99ff-1926ea51d0a2","order":33,"text":"2. APPOINTMENT AND GRANT OF RIGHTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S02"},{"id":"36806f7f-fc78-4d6c-9adb-7e8de05c2378","order":34,"text":"Subject to the terms and conditions of this Agreement, the Supplier hereby appoints the Distributor as its exclusive distributor and reseller of the Products in the Territory, and the Distributor hereby accepts that appointment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"b9026181-fd45-47cc-88ce-f80b096a8b9f","order":35,"text":"For so long as the appointment remains exclusive, the Supplier shall not appoint any other distributor, dealer or reseller of the Products in the Territory and shall not itself sell the Products to Customers located in the Territory, except in respect of the sales and accounts expressly reserved to the Supplier in the Section entitled "Territory, Sales Channels and Reserved Rights".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"869afa5c-eb32-4c98-bbc6-2429080d4f49","value":"exclusive","type":"add","operator":"="}]},{"id":"01347564-ef40-4c86-aa1c-dd6aeba79fe6","order":36,"text":"For so long as the appointment remains sole, the Supplier shall not appoint any other distributor, dealer or reseller of the Products in the Territory, but the Supplier expressly reserves the right to market and sell the Products directly to Customers located in the Territory for its own account, without any obligation to pay the Distributor any commission, fee or compensation in respect of those sales.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"869afa5c-eb32-4c98-bbc6-2429080d4f49","value":"sole","type":"add","operator":"="}]},{"id":"d4fe0318-44b1-4740-97bf-c4c410a3d6a9","order":37,"text":"The appointment is non-exclusive. The Supplier reserves the right, exercisable at any time and without notice to or compensation of the Distributor, to appoint any number of additional distributors, dealers and resellers of the Products in the Territory and to market and sell the Products directly to Customers located in the Territory.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"869afa5c-eb32-4c98-bbc6-2429080d4f49","value":"non-exclusive","type":"add","operator":"="}]},{"id":"5aefabd8-7ef3-4738-9bf6-d772417aeba9","order":38,"text":"The Distributor purchases the Products from the Supplier as an independent buyer for resale in its own name, for its own account and at its own risk. The Distributor is not an agent, employee, partner or legal representative of the Supplier and has no authority to accept orders, incur liabilities, make representations or otherwise create any obligation of any kind on behalf of the Supplier.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"59cfe629-101c-4c74-965c-f74c049d61ef","order":39,"text":"The rights granted under this Agreement are personal to the Distributor. The Distributor shall not appoint any sub-distributor, dealer, reseller or sales agent for the Products without the Supplier's prior written consent, which shall not be unreasonably withheld or delayed. Where consent is given, the Distributor shall procure that each sub-distributor is bound by written obligations no less protective of the Supplier than those contained in this Agreement, and the Distributor remains fully responsible to the Supplier for the acts and omissions of each sub-distributor as if they were its own.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"b3a4b0b4-e41f-455c-9524-6be018b41070","order":40,"text":"The Supplier reserves all rights not expressly granted to the Distributor by this Agreement. No right or license is granted by implication, estoppel or otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"102113aa-b92f-4903-8c30-bb478b828091","order":41,"text":"3. TERRITORY, SALES CHANNELS AND RESERVED RIGHTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S03"},{"id":"1c17cf0b-f1d3-4bae-a509-ed2bd940229d","order":42,"text":"The Distributor shall actively market, promote and solicit orders for the Products only within the Territory. The Distributor shall not establish any branch, sales office, warehouse or distribution depot for the Products outside the Territory, and shall not conduct advertising, direct marketing or solicitation targeted principally at customers located outside the Territory, without the Supplier's prior written consent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"6473eef1-43c3-42fa-a742-d1c9fb6dcdc5","order":43,"text":"Nothing in this Agreement prevents the Distributor from accepting and filling unsolicited orders received from customers located outside the Territory, and no provision of this Agreement shall be construed or applied so as to restrict passive sales in a manner contrary to the antitrust laws of the United States or of any State. The restrictions in this Section are intended to be reasonable vertical restraints ancillary to a lawful distribution arrangement and are to be construed accordingly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"a432fa0e-a3de-47b3-8c16-48af225d4df1","order":44,"text":"The Distributor may resell the Products through its own website and through electronic marketplaces, provided that it complies with the Supplier's published policies concerning authorized online channels, product listing content, minimum advertised price programs where lawful, use of the Marks, product images and warranty representations. Nothing in this paragraph obliges the Distributor to adhere to any resale price, and any such obligation, if implied, is void.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"8eab9ba1-d031-4886-98e3-237aa91996a4","order":45,"text":"The Supplier reserves the right, at any time and without compensation to the Distributor, to sell the Products directly to (i) the government of the United States and its departments, agencies and instrumentalities, (ii) State, tribal and local governmental bodies and public procurement consortia, (iii) national, multi-State or global accounts identified by the Supplier to the Distributor in writing from time to time, and (iv) purchasers acquiring the Products for incorporation into other goods or for private labeling. Sales made under this paragraph do not count towards any minimum purchase commitment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"23df7770-8b9a-49f1-86f1-d5b18518c428","order":46,"text":"The Distributor shall not knowingly sell, transfer or divert Products to any person for resale outside the Territory or outside the authorized channels, and shall not participate directly or indirectly in any grey-market, diversion or transshipment activity involving the Products.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"dcacb74f-44b5-4587-848e-e1284080b197","order":47,"text":"4. PURCHASE ORDERS, FORECASTS AND SUPPLY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S04"},{"id":"60585657-4734-4cd0-94cb-6e96873c2385","order":48,"text":"The Distributor shall order Products by submitting Purchase Orders stating the Products ordered, quantities, requested delivery dates and ship-to locations. No Purchase Order is binding on the Supplier until accepted by the Supplier in writing or by shipment of the Products ordered. The Supplier may decline any Purchase Order that is inconsistent with this Agreement, that exceeds the Distributor's credit limit, or that the Supplier is unable to fill.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"928d87b1-cba1-4cd2-9333-043f0ccb93ec","order":49,"text":"This Agreement governs all purchases and sales of the Products between the Parties. Any additional, different or inconsistent terms contained in a Purchase Order, order acknowledgement, invoice or other business form of either Party are hereby expressly objected to and rejected, do not become part of the contract between the Parties, and are of no force or effect, whether or not they materially alter this Agreement and notwithstanding acceptance of, or payment for, the Products.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"cafcfc20-d59e-49e9-a30e-2c8421f1961c","order":50,"text":"The Distributor shall provide the Supplier with a non-binding rolling forecast of its anticipated requirements for the following six (6) months, updated at least quarterly. Forecasts are provided for planning purposes only and do not constitute a Purchase Order or a commitment to purchase, and the Supplier does not warrant that it will be able to supply quantities in excess of accepted Purchase Orders.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"cdffb50b-fbe3-479f-8f43-d5a3897172d2","order":51,"text":"Neither this Agreement nor any forecast obliges the Distributor to purchase, or the Supplier to supply, any minimum quantity of Products. The quantity of each sale is determined solely by the Purchase Orders accepted by the Supplier, and nothing in this Agreement creates a requirements contract or an implied obligation to purchase or to supply any particular volume.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b3c4df2d-1278-430a-bc5c-6139ba99810a","value":"no","type":"add","operator":"="}]},{"id":"1c96e93f-eef7-468f-8da1-738fa48484c3","order":52,"text":"If the Supplier's available supply of any Product is insufficient to meet the aggregate demand of its customers, the Supplier may allocate available Products among its customers, including itself and its Affiliates, in any manner that is fair and reasonable, and no such allocation shall constitute a breach of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"02b74cb6-3f90-4ae2-9be4-bace6a068f87","order":53,"text":"The Supplier may modify the Specifications, packaging or labeling of any Product, and may discontinue any Product, upon reasonable prior written notice to the Distributor. Where a Product is discontinued, the Supplier shall use commercially reasonable efforts to fill Purchase Orders accepted before the effective date of discontinuation and to make spare parts available on commercially reasonable terms for a period of twelve (12) months following discontinuation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"50a333e9-a8db-42f3-9510-9bc20ff9048b","order":54,"text":"The Distributor may cancel or reschedule an accepted Purchase Order only with the Supplier's written consent and subject to payment of the Supplier's reasonable cancellation, restocking and work-in-progress charges. Purchase Orders for Products manufactured or configured to the Distributor's specification are non-cancelable and non-returnable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"21d2bca5-f68b-4652-9784-07ea6852a424","order":55,"text":"5. PRICES, PRICE CHANGES AND NON-DISCRIMINATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S05"},{"id":"65dcd79e-1281-4b14-88d0-49a37a332e8a","order":56,"text":"The prices payable by the Distributor for the Products are the Supplier's published distributor list prices in effect on the date the Supplier accepts the applicable Purchase Order, less a distributor discount of [Discount] percent. The price list in effect on the Effective Date is set out in Exhibit A. All prices are stated and payable in United States dollars.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"2ad5c63f-4eeb-494a-a868-cac04d7df4c4","order":57,"text":"The Supplier may revise its published prices, discounts and terms of sale upon not less than [30] days' prior written notice to the Distributor. Purchase Orders accepted by the Supplier before the effective date of a price increase are invoiced at the price in effect at acceptance, provided that shipment is requested within ninety (90) days of acceptance. Price decreases apply to all Products shipped on and after their effective date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"f6894496-74a6-477f-bc33-a58bb43f43e9","order":58,"text":"Unless expressly stated otherwise, prices are exclusive of freight, insurance, duties, tariffs, customs charges and all federal, State and local sales, use, excise, gross receipts and similar taxes, all of which are the responsibility of the Distributor. The Distributor shall furnish the Supplier with valid resale or exemption certificates for each jurisdiction in which it claims an exemption.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"93d199fd-ae80-4c52-8195-62f92cf8931a","order":59,"text":"If, after the Effective Date, a duty, tariff, customs charge, levy or similar governmental imposition affecting the Products is introduced, increased or extended, the Supplier may pass the resulting increase in its cost of supply through to the Distributor by written notice identifying the measure concerned, and the notice period applicable to ordinary price changes does not apply to that adjustment. The Distributor may cancel, without charge or liability, any accepted Purchase Order that has not yet shipped and that is affected by the adjustment, by written notice given within ten (10) days after receipt of the Supplier's notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"e43e8bc1-6829-41b2-9b3f-04825c994849","order":60,"text":"The prices, discounts, rebates, allowances and services extended by the Supplier under this Agreement are established in good faith and are intended to comply in all respects with the Robinson-Patman Act (15 U.S.C. §§ 13 et seq.), the Sherman Act, the Federal Trade Commission Act and the antitrust and unfair trade practice laws of each State. Nothing in this Agreement requires either Party to grant, accept, solicit or knowingly induce any price, discount, rebate, allowance, service or facility that would be unlawful under those laws.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"841a862e-d9f2-40b2-b57e-54705dbe5458","order":61,"text":"Without limiting the foregoing, the Supplier reserves the right to differ in the prices, discounts and allowances that it extends to different purchasers where the difference makes only due allowance for differences in the cost of manufacture, sale or delivery resulting from the differing methods or quantities in which the Products are sold or delivered, where the difference is made in good faith to meet an equally low price of a competitor, where it responds to changing conditions affecting the market for or the marketability of the Products, or where it is otherwise lawful. The Supplier further reserves the right to modify, suspend or withdraw any price, discount, rebate or allowance to the extent reasonably necessary to comply with applicable law, and no such modification shall constitute a breach of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"a14f2b72-85ee-4286-9a6f-b322c838c554","order":62,"text":"Functional discounts granted to the Distributor are granted in consideration of, and are reasonably related to, the distribution functions actually performed by the Distributor, including the maintenance of inventory, the provision of sales and technical personnel, the operation of service facilities and the assumption of credit risk on resale.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c41d0038-c347-4499-a9d0-f97c8d2dc876","order":63,"text":"6. MINIMUM PURCHASE COMMITMENTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","displayConditions":[{"field":"b3c4df2d-1278-430a-bc5c-6139ba99810a","value":"yes","type":"add","operator":"="}],"sectionNum":"S06"},{"id":"36dde3aa-0343-42e6-abec-849cdd229a58","order":64,"text":"The Distributor shall purchase from the Supplier, and shall pay for, Products having an aggregate net invoice value of not less than [Amount] United States dollars during each Contract Year (the "Minimum Purchase Commitment"). Products are credited towards the Minimum Purchase Commitment when shipped by the Supplier and paid for in full by the Distributor, net of any credits, returns and cancellations.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b3c4df2d-1278-430a-bc5c-6139ba99810a","value":"yes","type":"add","operator":"="}]},{"id":"fa34db8d-b7b8-44dc-912e-51a69fef8fcb","order":65,"text":"Within thirty (30) days after the end of each measurement period, the Parties shall review the Distributor's purchases against the Minimum Purchase Commitment. Sales made by the Supplier under the reserved rights described in the Section entitled "Territory, Sales Channels and Reserved Rights", and quantities that the Supplier failed to supply for reasons attributable to the Supplier or to a Force Majeure Event, are excluded from the calculation and the Minimum Purchase Commitment shall be equitably reduced accordingly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b3c4df2d-1278-430a-bc5c-6139ba99810a","value":"yes","type":"add","operator":"="}]},{"id":"d81dfd11-b7c6-4577-aed2-39aa66fffd1a","order":66,"text":"If the Distributor fails to meet the Minimum Purchase Commitment for any measurement period, the Supplier may, in its sole discretion and upon thirty (30) days' prior written notice, and as its sole remedies for that failure, either convert the Distributor's appointment to a non-exclusive appointment for the whole or any part of the Territory, or reduce the Territory, or terminate this Agreement. The Supplier's failure to exercise any of these remedies in respect of one measurement period does not waive its right to do so in respect of any other.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b3c4df2d-1278-430a-bc5c-6139ba99810a","value":"yes","type":"add","operator":"="},{"field":"869afa5c-eb32-4c98-bbc6-2429080d4f49","value":"non-exclusive","type":"remove","operator":"="}]},{"id":"f3751741-a541-45fb-b681-d1de008130d7","order":67,"text":"If the Distributor fails to meet the Minimum Purchase Commitment for any measurement period, the Supplier may, in its sole discretion and upon thirty (30) days' prior written notice, and as its sole remedies for that failure, either reduce the Territory or terminate this Agreement. The Supplier's failure to exercise either remedy in respect of one measurement period does not waive its right to do so in respect of any other.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"869afa5c-eb32-4c98-bbc6-2429080d4f49","value":"non-exclusive","type":"add","operator":"="},{"field":"b3c4df2d-1278-430a-bc5c-6139ba99810a","value":"no","type":"remove","operator":"="}]},{"id":"758f1ca2-9406-4034-a291-4493936a30f1","order":68,"text":"The Minimum Purchase Commitment is a commitment to purchase and pay for Products; it is not a guarantee of resale volume, and the Supplier makes no representation as to the volume of Products that the Distributor may be able to resell.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b3c4df2d-1278-430a-bc5c-6139ba99810a","value":"yes","type":"add","operator":"="}]},{"id":"8a45ed48-4693-4929-85d0-ceff377bbfeb","order":69,"text":"7. PAYMENT, TAXES, CREDIT AND SECURITY INTEREST","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S07"},{"id":"3d70d78a-5a87-49d6-a413-bfdb8a31cddd","order":70,"text":"Unless the Supplier notifies the Distributor otherwise in writing, invoices are payable in United States dollars on terms of net thirty (30) days from the date of invoice, without deduction, setoff, counterclaim or withholding of any kind.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"b95f1dc6-f2cc-449d-9514-76cbd77237a8","order":71,"text":"Any amount not paid when due bears interest from the due date until paid in full at the rate of [1.5] percent per month, or the highest rate permitted by applicable law, whichever is less. The Distributor shall reimburse the Supplier for all reasonable costs of collection, including court costs and reasonable attorneys' fees, to the extent permitted by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"e7b020c6-2827-4896-8a9c-189b17f3198d","order":72,"text":"The Supplier may establish, review and revise the Distributor's credit limit and payment terms at any time in its reasonable discretion. If the Distributor fails to pay any amount when due, exceeds its credit limit, or if the Supplier has reasonable grounds for insecurity as to the Distributor's performance, the Supplier may demand adequate assurance of due performance, require payment in advance, cash on delivery or a letter of credit, suspend shipments, or withhold acceptance of further Purchase Orders, without liability and without prejudice to any other remedy.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"d3654c81-4213-41a5-81b4-9739cdc76718","order":73,"text":"The Distributor grants to the Supplier a purchase-money security interest in all Products sold on credit, in all accessions, and in the proceeds and products of the foregoing, to secure payment of the purchase price and all other amounts owed by the Distributor. The Distributor authorizes the Supplier to file such financing statements and other documents as the Supplier considers necessary to perfect that security interest under Article 9 of the Uniform Commercial Code, and shall promptly execute any document reasonably requested for that purpose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"ed21a76f-9b7c-4eca-9222-0c91fb2faeb7","order":74,"text":"All payments received are applied first to accrued interest and collection costs and then to the oldest outstanding invoice, notwithstanding any contrary instruction, notation or restrictive endorsement by the Distributor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"bf96a3f8-3f9e-4289-9eac-16a1fb18ce35","order":75,"text":"8. DELIVERY, TITLE AND RISK OF LOSS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S08"},{"id":"31f85788-8a9a-4604-b57f-27bb8ac72c00","order":76,"text":"Unless otherwise agreed in writing, the Products are delivered F.O.B. the Supplier's shipping point.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"b5700235-2266-4ebb-bfcd-9bce3f8a8c56","order":77,"text":"Where the delivery term is F.O.B. the Supplier's shipping point or Ex Works, title to and risk of loss of or damage to the Products pass to the Distributor upon delivery of the Products to the carrier at the Supplier's facility. Where the delivery term is F.O.B. the destination named by the Distributor, title and risk of loss pass upon tender of the Products at that destination. Title and risk of loss are otherwise determined in accordance with Article 2 of the Uniform Commercial Code as enacted in the State whose law governs this Agreement, subject always to the security interest granted in the Section entitled "Payment, Taxes, Credit and Security Interest".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"819364be-e6b0-448f-a64e-1ce7cfa2b525","order":78,"text":"Shipping and delivery dates quoted by the Supplier are estimates only. The Supplier shall use commercially reasonable efforts to meet quoted dates but is not liable for any loss, damage, penalty or expense arising from late delivery. The Supplier may make partial shipments and invoice each shipment separately.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"b62a9b0d-d510-4c69-ba2c-89530a908133","order":79,"text":"The Distributor shall store, handle, package and transport the Products in accordance with the Specifications and with good commercial practice, shall maintain conditions appropriate to the nature of the Products, and shall maintain records permitting the identification and tracing of each lot, batch or serial number of Products received and resold.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"ff4c4df6-2209-4db0-a86d-729ac52ba981","order":80,"text":"9. INSPECTION, REJECTION AND RETURNS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S09"},{"id":"41eafda4-2b54-42d4-93ec-b3c17427fc5f","order":81,"text":"The Distributor shall inspect all Products promptly upon receipt and shall notify the Supplier in writing of any shortage, visible damage or non-conformity within fifteen (15) days after delivery, and of any non-conformity not reasonably discoverable on inspection within fifteen (15) days after discovery and in any event before the expiry of the warranty period. Products not rejected within those periods are deemed accepted.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"88736640-6b34-4884-806f-a5b30bb6c28a","order":82,"text":"Claims for loss or damage occurring in transit must be made against the carrier by the Party bearing the risk of loss at the time of the loss, and the other Party shall provide reasonable assistance in the presentation of such claims.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"6507717c-0d29-453e-8eee-8ab92e262c25","order":83,"text":"No Products may be returned to the Supplier without a return material authorization issued by the Supplier. Products properly rejected as non-conforming are, at the Supplier's option, repaired, replaced or credited at the invoice price, and the Supplier bears the reasonable cost of return freight. Returns for the convenience of the Distributor, where authorized, are subject to the Supplier's then-current restocking charge and must consist of unused Products in the original unopened packaging, in current saleable condition and purchased within the preceding twelve (12) months.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"b8c0fb56-d254-4c8a-8edb-a8ff8c09b755","order":84,"text":"10. RESALE PRICING AND ADVERTISING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S10"},{"id":"c9040970-f309-4103-be51-e2dd3faa2ee4","order":85,"text":"The Distributor is free to determine, in its sole and independent discretion, the prices at which it offers, advertises and resells the Products. The Supplier may publish suggested resale prices, manufacturer's suggested retail prices or price guidance from time to time; any such price is a suggestion only and is not binding on the Distributor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"ca85fe68-dd7e-4004-b655-ada5adf0b848","order":86,"text":"No provision of this Agreement shall be construed as an agreement, understanding or condition that the Distributor adhere to any resale price, and any such agreement, understanding or condition, if implied, is void and of no effect. Neither Party shall solicit or accept from the other any assurance of adherence to a resale price. This paragraph is intended to ensure compliance with Section 1 of the Sherman Act (15 U.S.C. § 1) and with the antitrust laws of each State, certain of which treat agreements fixing minimum resale prices as unlawful in themselves, and shall be given effect accordingly in every jurisdiction in which the Products are resold.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"a6e4a375-fe1c-43e7-b29d-b28deb4093fa","order":87,"text":"The Distributor determines its resale prices independently of the Supplier and of the Supplier's other customers. Neither Party shall disclose to the other the competitively sensitive information of any third party, and the Distributor shall not disclose to the Supplier the prices, terms or business plans of any competing supplier, except to the extent reasonably necessary to substantiate a request for a price concession made to meet the equally low price of a competitor under applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"ae942827-ebaf-4e88-81a4-253f6dd9c42b","order":88,"text":"The Distributor shall ensure that its advertising, marketing materials and online listings for the Products are accurate, are not deceptive or misleading, comply with the Federal Trade Commission Act and the guides and rules issued under it, and comply with the consumer protection and advertising laws of each State in which the Products are advertised or sold. The Distributor shall not advertise the availability of a Product that it is unable to supply in reasonable quantities.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"437a8433-89d6-4798-8b3a-426c28f277c1","order":89,"text":"11. OBLIGATIONS OF THE DISTRIBUTOR","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S11"},{"id":"e3c51ff2-7610-4ab8-9b36-407fdeace690","order":90,"text":"The Distributor shall use its best efforts to promote, market and sell the Products throughout the Territory and to develop the maximum market for the Products consistent with sound business practice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c9bc7b52-2fbc-41f3-88bb-52cb1eb78617","order":91,"text":"The Parties acknowledge that this obligation is the best efforts obligation implied in an exclusive dealing arrangement by Section 2-306(2) of the Uniform Commercial Code, and that it is intended to be enforceable as such.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"869afa5c-eb32-4c98-bbc6-2429080d4f49","value":"non-exclusive","type":"remove","operator":"="}]},{"id":"1cba8686-b606-4b94-b523-4b47720f1d0f","order":92,"text":"The Distributor shall maintain, at its own expense, an inventory of Products and spare parts sufficient to meet the reasonably anticipated demand of Customers in the Territory, together with adequate premises, equipment, demonstration stock and working capital for that purpose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"8a94a3e1-bba3-4cf8-af8f-7ec666a3c708","order":93,"text":"The Distributor shall employ and maintain a sufficient number of trained, qualified sales, technical and support personnel to market, sell, install where applicable, and support the Products, and shall cause those personnel to attend such training as the Supplier reasonably makes available from time to time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"22f80b63-efee-4760-ac38-bb0e842611da","order":94,"text":"The Distributor shall handle Customer inquiries, complaints and warranty claims promptly and professionally, shall maintain records of them, and shall report to the Supplier promptly any complaint alleging a defect, injury, property damage or regulatory non-compliance in respect of any Product.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"3c2fb75a-b7b8-410d-adec-86101295119a","order":95,"text":"The Distributor shall sell only genuine Products supplied by the Supplier, in their original packaging and unaltered condition. The Distributor shall not modify, adapt, repackage, relabel, reformulate or repair the Products, and shall not remove, obscure or alter any Mark, serial number, lot code, warning, instruction or other marking applied by the Supplier, in each case without the Supplier's prior written consent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"3d99b954-e0cd-4037-820b-5df10f2a456e","order":96,"text":"The Distributor shall not make any representation, warranty or guarantee concerning the Products other than those contained in the Supplier's published literature and limited warranty, and shall not make any statement that could reasonably be understood as creating an obligation of the Supplier beyond that limited warranty.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"6655c965-d5a4-4635-aac5-77d41e12057d","order":97,"text":"The Distributor shall furnish the Supplier, not less frequently than once each calendar quarter, with reports of its sales of the Products, its inventory levels and material market developments in the Territory, in the format reasonably requested by the Supplier. The Distributor shall keep complete and accurate books and records relating to its purchases, inventory and resales of the Products for a period of not less than three (3) years, and shall permit the Supplier, on reasonable prior notice and during normal business hours, to inspect and audit those records to verify compliance with this Agreement, not more than once in any twelve (12) month period unless a material discrepancy is discovered.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"f40d2257-a630-461d-9189-6a7e47dd67c2","order":98,"text":"The Distributor shall not offer or sell the Products to the government of the United States, to any State, tribal or local governmental body, or to any prime contractor or subcontractor for incorporation into a government contract, without the Supplier's prior written consent. The Distributor acknowledges that such sales may carry certification, pricing-disclosure, domestic-preference and flow-down obligations, including under the Buy American Act and the Trade Agreements Act, and shall not subject the Supplier to any such obligation without its written agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"aef68593-388d-4b6b-9c44-6cec0e4be45c","order":99,"text":"The Distributor shall obtain and maintain at its own expense all licenses, permits, registrations and authorizations required for the conduct of its business and for the importation, storage, marketing and resale of the Products in the Territory, and shall comply with all federal, State and local laws and regulations applicable to that activity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"9078ae2e-2fb1-40df-8cac-75f10a478829","order":100,"text":"The Distributor remains free to purchase, distribute and resell goods that compete with the Products, provided that it does so without using the Supplier's Confidential Information or the Marks, that it does not represent competing goods as being the Products or as being approved by the Supplier, and that it continues to perform its obligations under this Agreement in good faith.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b256aed1-b1e3-4b76-bce0-cb34bb44fd21","value":"open","type":"add","operator":"="}]},{"id":"e7458f5e-0280-4241-b78a-d69678ee1dd2","order":101,"text":"The Distributor shall promptly notify the Supplier of any actual or suspected infringement, counterfeiting or misuse of the Marks or of the Supplier's other Intellectual Property Rights of which it becomes aware, and of any regulatory inquiry, recall, enforcement action or litigation concerning the Products.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"cad52ccf-2868-4bb5-8ae6-e40205baaa78","order":102,"text":"12. OBLIGATIONS OF THE SUPPLIER","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S12"},{"id":"23efae3c-3173-4cd0-9b59-28d2123c16fe","order":103,"text":"The Supplier shall use commercially reasonable efforts to fill Purchase Orders accepted by it and to deliver Products that conform to the Specifications and to the limited warranty set out in this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"dee4d979-ce75-4b53-bdde-8330423dcbe6","order":104,"text":"The Supplier shall furnish the Distributor, without charge, with a reasonable quantity of product literature, data sheets, technical documentation, safety data sheets where applicable and standard marketing materials in the English language, and shall keep the Distributor informed of material changes to the Specifications, of new products and of discontinuations.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"d3be930d-9b50-4395-bf56-c37a9854a7fa","order":105,"text":"The Supplier shall provide the Distributor with reasonable technical, sales and warranty support, and shall make training available to the Distributor's personnel at times and places, and on terms, reasonably determined by the Supplier.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"f2c3f7ce-628b-41d4-93b3-269359c8fbf8","order":106,"text":"The Supplier shall refer to the Distributor inquiries received by the Supplier from prospective customers located in the Territory, other than inquiries relating to the accounts and sales reserved to the Supplier under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"869afa5c-eb32-4c98-bbc6-2429080d4f49","value":"exclusive","type":"add","operator":"="}]},{"id":"c2bdc409-f351-4131-805a-4c10b9de7133","order":107,"text":"13. MARKETING, ADVERTISING AND PROMOTIONAL ALLOWANCES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S13"},{"id":"e2d3a375-d8d5-4f3a-8489-9d824a3ec6c4","order":108,"text":"The Distributor shall market and advertise the Products in a manner consistent with the reputation and goodwill associated with the Marks, and shall submit to the Supplier, on request, samples of its advertising and promotional materials bearing the Marks.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c9f99582-1a67-43fe-aefa-7ec0922b9d99","order":109,"text":"The Supplier shall make available to the Distributor a cooperative advertising allowance equal to [Percentage] percent of the Distributor's Net Purchases during each calendar year. The allowance may be applied against documented advertising and promotional expenditures for the Products approved in advance by the Supplier, is claimed by submitting proof of performance within sixty (60) days after the expenditure, and is credited against amounts owed by the Distributor. Unused allowance does not carry over and is not payable in cash.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"fb7bca6e-f633-49e3-8ac2-fe85ec60c053","value":"yes","type":"add","operator":"="}]},{"id":"90fde38f-6216-4446-b0c6-983754b5f047","order":110,"text":"The Supplier is under no obligation to fund the Distributor's advertising or promotional activity, but may from time to time offer promotional programs, allowances, rebates or marketing support at its discretion, on terms notified in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"fb7bca6e-f633-49e3-8ac2-fe85ec60c053","value":"no","type":"add","operator":"="}]},{"id":"cd5c4983-ae0d-4c26-aad7-a91802f19e5f","order":111,"text":"Any payment, allowance, service or facility furnished by the Supplier to the Distributor in connection with the resale, handling, promotion or advertising of the Products is and shall be made available on proportionally equal terms to all of the Supplier's customers competing with the Distributor in the distribution of the Products, in accordance with Sections 2(d) and 2(e) of the Robinson-Patman Act. The Distributor shall use any such payment or allowance solely for the purpose for which it is granted, shall furnish proof of performance on request, and shall not claim any allowance for services not actually rendered.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"784abd1e-43f6-4ce3-86f8-9395b9acce89","order":112,"text":"Neither Party shall make any public announcement concerning this Agreement, or use the other Party's name or Marks in a press release, without the other Party's prior written consent, except as required by law or by the rules of a securities exchange.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"0e8cb9a2-6f48-40aa-92c6-094c5c233a5b","order":113,"text":"14. TRADEMARKS AND INTELLECTUAL PROPERTY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S14"},{"id":"b7fc5711-da26-46c0-a6cd-69cfbafe451f","order":114,"text":"Subject to the terms of this Agreement, the Supplier grants the Distributor a non-exclusive, non-transferable, revocable license, without the right to sublicense except to permitted sub-distributors, to use the Marks during the Term solely in connection with the advertising, promotion, resale and support of the Products in the Territory.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"f133b4ff-c211-4f3f-bf7e-6dee4632ba65","order":115,"text":"The Distributor acknowledges that the Marks and all other Intellectual Property Rights in or relating to the Products are and remain the exclusive property of the Supplier or its licensors, and that all goodwill arising from the Distributor's use of the Marks inures solely to the benefit of the Supplier. The Distributor shall not acquire any right, title or interest in the Marks other than the limited license expressly granted.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"684a5d8f-1067-4cb3-a0da-3113f9337d5a","order":116,"text":"The Distributor shall use the Marks only in the form and manner prescribed by the Supplier's published usage guidelines, shall include such notices of ownership and registration as the Supplier requires, and shall not use the Marks in any way that would tend to dilute, tarnish or impair their distinctiveness or validity. The Products shall be marketed and supported in accordance with the quality standards established by the Supplier, and the Supplier may inspect the Distributor's use of the Marks and the condition of Products held in inventory, on reasonable prior notice, in order to maintain those standards.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"6206a855-3866-4922-bfac-253b7553b9b4","order":117,"text":"The Distributor shall not register or apply to register any of the Marks or any confusingly similar mark, trade name, corporate name, social media identifier or domain name, in any jurisdiction, and shall not use any of the Marks as part of its corporate or trade name. Any registration obtained in breach of this paragraph shall be held on trust for and assigned to the Supplier at the Distributor's expense on demand.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"24535c63-9687-400c-b81b-dfed7c937fce","order":118,"text":"The Distributor shall not challenge, directly or indirectly, the validity or ownership of the Marks or of the Supplier's other Intellectual Property Rights. The Supplier has the sole right, but no obligation, to bring, defend and control any proceeding relating to the Marks, and the Distributor shall provide reasonable assistance at the Supplier's expense.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"62bad8d8-2692-4eb3-8bd9-78a5610808a4","order":119,"text":"Upon expiration or termination of this Agreement, the Distributor shall immediately cease all use of the Marks and of the Supplier's other Intellectual Property Rights, shall cease holding itself out as an authorized distributor, dealer or reseller of the Products, and shall remove the Marks from its premises, vehicles, stationery, websites, social media accounts and marketing materials, except to the limited extent reasonably necessary to sell off remaining inventory as permitted by this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"6535b76b-fb2b-4eb4-80e6-1f1b5f868a48","order":120,"text":"15. LIMITED WARRANTY, DISCLAIMER AND WARRANTY ADMINISTRATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S15"},{"id":"eaad5653-7e31-42d5-be34-fc1905e7be38","order":121,"text":"The Supplier warrants to the Distributor that, at the time of delivery, the Supplier has good title to the Products, that their transfer is rightful, and that they are delivered free from any security interest, lien or encumbrance of which the Distributor has no knowledge.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"2f077e8f-f142-4542-876e-69ad3b495c8e","order":122,"text":"The Supplier further warrants to the Distributor that each Product, when properly stored, handled, installed, used and maintained, will conform to the Specifications and will be free from defects in material and workmanship for a period of [12] months from the date of shipment by the Supplier.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"5faf8d5c-3ebb-4315-bd78-836445724022","order":123,"text":"The Distributor's exclusive remedy, and the Supplier's entire obligation, for breach of the foregoing warranty is, at the Supplier's option, the repair of the non-conforming Product, the supply of a replacement Product, or the issue of a credit equal to the price paid for the non-conforming Product. Warranty claims must be made within the warranty period and are subject to the Supplier's return material authorization procedure. Returned Products found to conform to the warranty may be returned to the Distributor at the Distributor's expense, together with the Supplier's reasonable inspection charges.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"16ac622a-a02b-4afe-948c-829de0f3aac5","order":124,"text":"The warranty does not apply to any Product that has been subjected to misuse, abuse, neglect, accident, improper storage or transport, unauthorized repair, alteration, repackaging or relabeling, use outside the Specifications or in combination with goods not approved by the Supplier, or to normal wear, consumable items, or damage occurring after risk of loss has passed and not attributable to a defect existing at delivery.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"494b530f-a095-4042-b96d-be840b6b8e5c","order":125,"text":"EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH IN THIS SECTION, THE SUPPLIER MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE PRODUCTS, AND THE SUPPLIER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"e18c1c0e-67b1-4066-a409-1d70e67489d0","order":126,"text":"The Distributor shall administer warranty claims made by Customers in the first instance, in accordance with the Supplier's published warranty policy and procedures, and shall be reimbursed for authorized warranty work at the rates published by the Supplier from time to time. The Distributor shall pass through to each Customer the Supplier's published limited warranty for the Products, together with any disclaimer and limitation of remedies contained in it, and shall not extend, enlarge or modify that warranty or grant any additional warranty on the Supplier's behalf. The Distributor is solely responsible for any warranty, guarantee, service commitment or representation that it grants beyond the Supplier's published limited warranty.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"fc404194-c330-4aac-b3c6-238344d36762","order":127,"text":"Where the Products are consumer products, the Parties acknowledge that the Magnuson-Moss Warranty Act (15 U.S.C. §§ 2301 et seq.) and the law of certain States restrict the extent to which implied warranties may be disclaimed, modified or limited as against a consumer. Nothing in this Agreement requires either Party to make, and neither Party shall make, any disclaimer or limitation that is unlawful as against a consumer in the jurisdiction in which the Product is sold; the disclaimer set out above operates as between the Supplier and the Distributor and, as against consumers, only to the extent permitted by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"6a160aef-cea6-4b80-8558-2f781c75c0ff","order":128,"text":"16. LIMITATION OF LIABILITY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S16"},{"id":"cba55e1b-e53e-430b-9e41-b2b07a985882","order":129,"text":"IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA OR COST OF SUBSTITUTE GOODS, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR TO THE PRODUCTS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY OR OTHERWISE, AND WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"09a9f03b-494a-484d-a102-5784512bd4d0","order":130,"text":"EXCEPT IN RESPECT OF THE EXCLUDED CLAIMS DESCRIBED BELOW, THE AGGREGATE LIABILITY OF THE SUPPLIER ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY THE DISTRIBUTOR TO THE SUPPLIER FOR THE PRODUCTS GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM.","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"473381a9-3909-4599-bf1d-dc52902e0f46","order":131,"text":"The exclusions and limitations in this Section do not apply to a Party's indemnification obligations under this Agreement, to breach of the Section entitled "Confidentiality, Trade Secrets and Non-Solicitation", to infringement or misappropriation of the other Party's Intellectual Property Rights, to the Distributor's obligation to pay for Products delivered, or to liability for fraud, gross negligence or willful misconduct, or to any liability that cannot lawfully be excluded or limited.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"cb0d5898-6268-42f0-91ff-d9926761fb7a","order":132,"text":"The exclusions and limitations in this Section are an essential basis of the bargain between the Parties, are reflected in the prices charged for the Products, and shall apply notwithstanding the failure of the essential purpose of any limited remedy, in each case to the fullest extent permitted by applicable law. Nothing in this Agreement excludes or limits liability for personal injury or death to the extent that such exclusion or limitation would be unconscionable or otherwise prohibited by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"18fffde7-4f4b-44ee-9949-1ed6219190be","order":133,"text":"Neither Party shall be liable to the other for compensation, reimbursement, indemnity or damages on account of the loss of prospective profits, goodwill, investments, expenditures or commitments made in connection with this Agreement, or on account of the termination or expiration of this Agreement in accordance with its terms, except to the extent that such compensation is required by a statute of a State that cannot be waived by agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"22e62b10-b47f-4720-b992-bfff7dba5ffa","order":134,"text":"17. PRODUCT SAFETY, RECALLS AND REGULATORY MATTERS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S17"},{"id":"a1a89917-1968-4cfd-b17a-5e5e1d1ef573","order":135,"text":"Each Party shall notify the other in writing as promptly as reasonably practicable, and in any event within two (2) business days, of any information indicating that a Product may contain a defect, may create an unreasonable risk of serious injury or death, may fail to comply with an applicable safety rule, standard or ban, or has been the subject of a claim or report of personal injury or property damage.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"1b397b51-e6c5-4241-80b5-c7fd54804048","order":136,"text":"The Parties shall cooperate fully in evaluating any such information and in the making of any report required under the Consumer Product Safety Act (15 U.S.C. § 2064) or under any other federal or State reporting obligation. The Supplier is responsible for determining, in consultation with the Distributor, whether a report or a corrective action is required, except where the Distributor is independently obliged by law to report.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"a4b64172-c596-4e56-85cb-8b2e2e0fb2c0","order":137,"text":"If a recall, retrofit, stop-sale, market withdrawal or other corrective action is undertaken in respect of any Product, the Distributor shall cooperate fully, shall promptly cease distribution of the affected Products, shall provide the Supplier with distribution and traceability records, and shall assist in notifying Customers. The Supplier shall bear the reasonable direct costs of the corrective action, including the cost of returned Products and reasonable handling and freight charges, to the extent the corrective action arises from a defect in the Products as supplied. The Distributor shall bear those costs to the extent the corrective action arises from the Distributor's storage, handling, alteration, repackaging, installation, marketing or instructions.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"8aecd22f-9278-46a0-adcb-cb743d07ed7c","order":138,"text":"The Supplier shall ensure that the Products, as supplied, bear the certification marks, registrations and regulatory approvals required for their lawful sale in the Territory, and shall furnish the Distributor, on reasonable request, with the compliance documentation, safety data and country-of-origin information reasonably required by the Distributor or by its Customers. The Distributor shall not sell any Product that lacks a required approval, certification or label.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c2bbe59e-b24e-4e13-920c-e7ca9535fecf","order":139,"text":"The Distributor shall comply with the consumer warning, labeling and disclosure requirements of each State in which it offers or sells the Products, including chemical exposure warning requirements of the kind imposed by the California Safe Drinking Water and Toxic Enforcement Act of 1986, and shall pass through to Customers, without alteration, the warnings, instructions, safety information and country-of-origin markings supplied by the Supplier.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"6f022d0c-ff1b-4d24-b954-42edd8d46c02","order":140,"text":"The Distributor shall not remove, alter or obscure any warning, instruction, labeling or safety notice supplied with the Products, and shall distribute the Products only with the documentation, warnings and instructions supplied by the Supplier.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"3c91c813-4731-4876-acfe-bf13ff784ce6","order":141,"text":"18. INSURANCE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S18"},{"id":"4d9a673c-81f6-4770-b9e3-12e30038a6f8","order":142,"text":"The Distributor shall obtain and maintain during the Term and for a period of two (2) years thereafter, at its own expense and with insurers of recognized standing, commercial general liability insurance including products and completed operations coverage and contractual liability coverage, with limits of not less than [1,000,000] United States dollars per occurrence, together with workers' compensation insurance in the amounts required by law, employer's liability insurance and commercial automobile liability insurance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"38184514-80d1-48c0-aa97-6ecd684850e5","order":143,"text":"The Distributor's commercial general liability policy shall name the Supplier as an additional insured with respect to the Distributor's distribution of the Products, shall be primary and non-contributory with respect to any insurance maintained by the Supplier, and shall include a waiver of subrogation in favor of the Supplier, in each case to the extent obtainable on commercially reasonable terms. The Distributor shall furnish certificates of insurance on request and shall give the Supplier not less than thirty (30) days' notice of cancellation or material reduction of coverage.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c0b15c6f-0934-4439-9a11-a72fe53bd9f7","order":144,"text":"The Supplier shall maintain during the Term products liability insurance with limits that are reasonable and customary for a supplier of goods of the kind constituting the Products, and shall furnish evidence of that insurance on reasonable request. The maintenance of insurance does not limit either Party's liability or obligations under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"aeae32b8-9748-4bd3-9054-d22ed9cfde41","order":145,"text":"19. INDEMNIFICATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S19"},{"id":"48922af0-be11-4744-bbf4-1800290ef141","order":146,"text":"The Supplier shall defend, indemnify and hold harmless the Distributor and its officers, directors, employees and agents from and against all third-party claims, and all resulting damages, losses, liabilities, judgments, settlements, costs and reasonable attorneys' fees, arising out of bodily injury, death or damage to tangible property caused by a defect in the design, manufacture, formulation, packaging, labeling or written instructions of a Product as supplied by the Supplier, or arising out of the Supplier's breach of this Agreement, negligence or willful misconduct.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"4e2b9723-97e1-4b66-a6a7-6ab15253d274","order":147,"text":"The Supplier shall further defend, indemnify and hold harmless the Distributor against any third-party claim that a Product, in the form supplied by the Supplier and used as intended, infringes or misappropriates a United States patent, copyright, trademark or trade secret. If a Product becomes, or in the Supplier's opinion is likely to become, the subject of such a claim, the Supplier may, at its option and expense, procure the right to continue distributing the Product, modify or replace it so that it becomes non-infringing, or accept its return and refund the price paid, less a reasonable allowance for use. This indemnity does not apply to any claim arising from modification of a Product by anyone other than the Supplier, from combination of a Product with goods not supplied or approved by the Supplier, from compliance with the Distributor's designs or specifications, or from continued distribution after notice to cease.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"fdf5eb6b-1017-48d5-a1d4-968c57daed81","order":148,"text":"The Distributor shall defend, indemnify and hold harmless the Supplier and its officers, directors, employees and agents from and against all third-party claims, and all resulting damages, losses, liabilities, judgments, settlements, costs and reasonable attorneys' fees, arising out of the Distributor's breach of this Agreement, its negligence or willful misconduct, any representation, warranty or guarantee made by the Distributor beyond the Supplier's published limited warranty, any alteration, repackaging, relabeling, improper storage, handling, installation or servicing of the Products by the Distributor, any failure by the Distributor to comply with applicable law, and any act or omission of the Distributor's personnel or sub-distributors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"41ab1a90-17a8-4a3c-8ece-891182615128","order":149,"text":"A Party seeking indemnification shall notify the indemnifying Party promptly in writing of the claim, shall give the indemnifying Party sole control of the defense and settlement of the claim, and shall provide reasonable cooperation at the indemnifying Party's expense. Failure to give prompt notice relieves the indemnifying Party of its obligations only to the extent it is materially prejudiced. The indemnifying Party shall not settle a claim in a manner that imposes any obligation or admission on the indemnified Party without that Party's prior written consent, not to be unreasonably withheld. The indemnified Party may participate in the defense at its own expense. Where a claim arises from the fault of both Parties, the indemnity obligations apply in proportion to each Party's respective share of responsibility.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"508f35eb-338e-44b5-ba67-92f7a003fd54","order":150,"text":"20. CONFIDENTIALITY, TRADE SECRETS AND NON-SOLICITATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S20"},{"id":"a9d016e3-f276-4640-992b-7a622591e6c6","order":151,"text":""Confidential Information" means all non-public information disclosed by one Party to the other in connection with this Agreement, whether disclosed orally, in writing, electronically or by inspection, that is designated as confidential or that would reasonably be understood to be confidential given its nature and the circumstances of disclosure, including pricing and discount structures, cost data, customer and prospect lists, forecasts, business plans, technical data, designs, formulations and know-how.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"8ae8a09c-d73a-43de-9bbc-55ad754f4fc9","order":152,"text":"Confidential Information does not include information that is or becomes publicly available other than through breach of this Agreement, that was rightfully known to the receiving Party without restriction before disclosure, that is rightfully received from a third party without restriction, or that is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"0196fe92-3e8c-4fc7-8c9e-c7c17b2c510b","order":153,"text":"The receiving Party shall use the disclosing Party's Confidential Information solely for the purpose of performing this Agreement, shall not disclose it to any third party except to its employees, professional advisers and permitted sub-distributors who need to know it and who are bound by confidentiality obligations no less protective than those of this Agreement, and shall protect it with at least the degree of care it uses for its own confidential information of like importance and in no event less than a reasonable degree of care.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"edb4d020-3d77-47c2-8e98-ed480d8f7143","order":154,"text":"If the receiving Party is required by law, regulation, subpoena or court order to disclose Confidential Information, it shall, to the extent legally permitted, give the disclosing Party prompt written notice and reasonable cooperation so that the disclosing Party may seek a protective order, and shall disclose only that portion of the Confidential Information that it is legally required to disclose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"5ac0fd50-1085-4a84-b791-4705772f50ed","order":155,"text":"Upon expiration or termination of this Agreement, or upon the disclosing Party's earlier written request, the receiving Party shall return or destroy all Confidential Information in its possession, except for one archival copy retained for compliance purposes and for copies contained in routine electronic backups, which remain subject to the obligations of this Section. These obligations survive for three (3) years after expiration or termination and, in the case of information constituting a trade secret, for so long as that information remains a trade secret under applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"f6d13df6-80f2-4f85-8d8a-2beb0d565bd5","order":156,"text":"Each Party acknowledges that a breach of this Section may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the disclosing Party is entitled to seek injunctive and other equitable relief, without the necessity of posting a bond, in addition to all other remedies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"13287da3-8002-493c-816f-6d7ccb2b39a0","order":157,"text":"During the Term and for twelve (12) months thereafter, neither Party shall knowingly solicit for employment any employee of the other Party who is materially involved in the performance of this Agreement or who has had access to the other Party's Confidential Information, provided that this restriction does not prevent general advertising not targeted at those persons, or the hiring of any person who responds to such advertising, who approaches the hiring Party on his or her own initiative, or whose employment has already been terminated by the other Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"1a95eaea-8abd-43a6-bff9-d77fdd9d6c9e","order":158,"text":"Notice under the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)): an individual shall not be held criminally or civilly liable under any federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a federal, State or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"208192b5-9fa5-4777-a93d-1c2b988e2880","order":159,"text":"21. REPRESENTATIONS AND WARRANTIES OF THE PARTIES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S21"},{"id":"5bd6416e-ba32-47c0-9587-bfd48d29d303","order":160,"text":"Each Party represents and warrants to the other, as of the Effective Date and on each date on which a Purchase Order is accepted, that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that it has full power and authority to enter into and perform this Agreement; that this Agreement has been duly authorized, executed and delivered and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; that its execution and performance do not and will not conflict with its organizational documents, with any agreement or instrument to which it is a party, or with any judgment, order, statute or regulation applicable to it; and that no litigation, arbitration or governmental proceeding is pending or, to its knowledge, threatened that would materially impair its ability to perform this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c8e573d6-3184-460c-a4ba-08707f3a29e4","order":161,"text":"The Distributor further represents and warrants that it holds, and will maintain throughout the Term, every license, permit, registration and authorization required to conduct its business and to import, store, market, resell and where applicable service the Products in the Territory; that it is not insolvent and has the financial resources necessary to perform its obligations; that neither it nor any of its owners, officers or principals is debarred or suspended from federal procurement or appears on any United States restricted, denied or sanctioned party list; and that it is not subject to any agreement, covenant or restriction that would prevent or materially impair its performance of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"3966d7c5-b78b-4d5c-ba82-0c819ab2e09c","order":162,"text":"The Supplier further represents and warrants that it owns or is licensed to use the Marks and has the right to grant the license contained in this Agreement; that the Products are manufactured in accordance with the Specifications and, as supplied, comply in all material respects with the federal and State laws and regulations applicable to their manufacture, labeling and sale in the Territory; and that it holds the approvals, registrations and certifications required for the lawful placing of the Products on the market in the Territory.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"0df42cc5-185f-4c3e-9980-02035a102b88","order":163,"text":"Each Party shall notify the other promptly in writing if any representation given under this Section ceases to be accurate in any material respect. The representations and warranties in this Section survive delivery, inspection, acceptance and payment, and are in addition to, and not in substitution for, the warranties given in the Section entitled "Limited Warranty, Disclaimer and Warranty Administration".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"0d6736dc-ac43-478b-8289-d23726138e63","order":164,"text":"22. COMPETING PRODUCTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","displayConditions":[{"field":"b256aed1-b1e3-4b76-bce0-cb34bb44fd21","value":"restricted","type":"add","operator":"="}],"sectionNum":"S22"},{"id":"13f7dac9-01a0-4c15-a8c6-88db736e5ea6","order":165,"text":"During the Term, the Distributor shall not, directly or indirectly, manufacture, import, distribute, resell, promote or solicit orders for any Competing Products within the Territory without the Supplier's prior written consent. The Distributor shall disclose to the Supplier, on the Effective Date and on request thereafter, the lines of goods that it distributes which may constitute Competing Products.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b256aed1-b1e3-4b76-bce0-cb34bb44fd21","value":"restricted","type":"add","operator":"="}]},{"id":"ca900d20-7ce0-49de-b853-ae470da4cf88","order":166,"text":"This covenant is limited to the Term and to the Territory, applies only to goods that compete with the Products, and is given in consideration of the appointment and of the confidential information, training and support to be furnished by the Supplier. It is intended to be a reasonable ancillary restraint that complies with Section 1 of the Sherman Act, with Section 3 of the Clayton Act (15 U.S.C. § 14) and with the antitrust and restraint of trade laws of each State. If a court of competent jurisdiction determines that its scope or duration is unenforceable, the covenant shall be reformed to the maximum extent enforceable rather than struck down.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b256aed1-b1e3-4b76-bce0-cb34bb44fd21","value":"restricted","type":"add","operator":"="}]},{"id":"93ba71e4-e478-4bfd-897e-254a7d101753","order":167,"text":"Nothing in this Section restricts the Distributor's activities after the expiration or termination of this Agreement, and the Distributor is free from that date to distribute goods of any kind, subject only to its continuing obligations in respect of the Marks and of Confidential Information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b256aed1-b1e3-4b76-bce0-cb34bb44fd21","value":"restricted","type":"add","operator":"="}]},{"id":"ea4070ae-0acc-4f8f-8132-b6117d03fa5c","order":168,"text":"23. COMPLIANCE WITH LAWS, ANTI-CORRUPTION AND TRADE CONTROLS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S23"},{"id":"7e690cc7-41a5-451b-b538-2c4054122b5c","order":169,"text":"Each Party shall comply with all federal, State and local laws, regulations and ordinances applicable to its performance of this Agreement and to its business generally, and shall not take any action that would cause the other Party to be in violation of any such law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"b151be45-0efa-492a-9477-a41ab29b86f1","order":170,"text":"Neither Party, nor any of its officers, employees, agents or representatives, shall directly or indirectly offer, promise, pay, give or authorize the payment or giving of anything of value to any government official, political party, candidate or other person for the purpose of improperly obtaining or retaining business or securing an improper advantage, in violation of the Foreign Corrupt Practices Act (15 U.S.C. §§ 78dd-1 et seq.), of any applicable federal or State commercial bribery or kickback statute, or of any other applicable anti-corruption law. Each Party shall maintain accurate books and records and adequate internal controls in respect of the transactions contemplated by this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"7b2ed1b0-d30b-4b70-a580-abc549197b15","order":171,"text":"The Distributor shall comply with all applicable United States export control and economic sanctions laws, including the Export Administration Regulations (15 C.F.R. Parts 730 to 774) and the sanctions programs administered by the Office of Foreign Assets Control of the United States Department of the Treasury. The Distributor shall not export, re-export, transfer or divert any Product, directly or indirectly, to any embargoed or sanctioned country or region, to any person appearing on a United States restricted or denied party list, or for any prohibited end use, and shall screen its customers and transactions accordingly. The Distributor shall not participate in any boycott not sanctioned by the United States and shall promptly report any boycott request in accordance with applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"ae561959-cf63-40f7-a67d-6d18e274f54c","order":172,"text":"Each Party represents that it does not use, and shall not use, forced, prison, indentured or child labour in connection with the Products, and that it complies with the wage, hour and workplace safety laws applicable to its operations. Neither Party shall import, sell or transfer any Product in contravention of the Uyghur Forced Labor Prevention Act or of any other law restricting the importation of goods produced with forced labour, and each shall provide the other, on reasonable request, with the supply-chain and country-of-origin information reasonably necessary to demonstrate compliance.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"86b09213-7c72-43b1-aa27-af9ee82add38","order":173,"text":"The Distributor shall promptly notify the Supplier of any breach or suspected breach of this Section, and shall on reasonable request certify its compliance in writing and permit the Supplier to audit that compliance. Breach of this Section is a material breach for which the Supplier may terminate this Agreement with immediate effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"26c353dd-6ec8-48a3-978a-f9ca32fcd3f9","order":174,"text":"24. DATA PROTECTION AND PRIVACY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S24"},{"id":"fb229dfc-1ef7-4e7e-93a7-ad34576df3a6","order":175,"text":"Each Party shall comply with all privacy and data protection laws applicable to its performance of this Agreement, including the California Consumer Privacy Act as amended and the comprehensive consumer privacy statutes of other States, and with all applicable laws governing commercial electronic messages and telephone marketing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"2a9730be-16b8-4a3d-8ed9-c1e67415e659","order":176,"text":"Where one Party discloses personal information to the other in connection with this Agreement, the receiving Party shall process that information only for the limited and specified business purposes of performing this Agreement, shall not sell or share that information, shall not retain, use or disclose it outside the direct business relationship between the Parties, and shall not combine it with information received from other sources except as permitted by law. The receiving Party shall implement and maintain reasonable administrative, technical and physical safeguards appropriate to the nature of the information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"e277ddf3-c086-4981-92ab-7de98afdf898","order":177,"text":"Each Party shall notify the other without undue delay, and in any event within seventy-two (72) hours, after becoming aware of any unauthorized access to or acquisition of personal information received from the other Party under this Agreement, and shall cooperate reasonably in the investigation, remediation and notification of that incident as required by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"095af96c-3481-4bbc-a4e4-70b34bbb3d3d","order":178,"text":"25. TERM AND RENEWAL","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S25"},{"id":"9544cf4c-5705-42a8-8c92-594de2b3a7f8","order":179,"text":"This Agreement commences on the Effective Date and, unless earlier terminated in accordance with its terms, continues for an initial period of [3] years (the "Initial Term").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"e71dcc91-6749-4845-9731-384f90952d09","order":180,"text":"Upon expiry of the Initial Term, this Agreement renews automatically for successive renewal periods of [12] months each, unless either Party gives the other written notice of non-renewal not less than ninety (90) days before the end of the then-current period. The Initial Term together with any renewal periods constitute the "Term".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"47213566-fc03-4aa9-a3d0-c159a27cb18c","value":"auto","type":"add","operator":"="}]},{"id":"a1e4fcd6-1b05-45e1-af26-346c795b81bf","order":181,"text":"This Agreement expires automatically at the end of the Initial Term, without further notice and without any right of renewal, and does not renew automatically. Any extension or renewal must be agreed in a writing signed by both Parties. The Initial Term, together with any period of extension so agreed, constitutes the "Term".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"47213566-fc03-4aa9-a3d0-c159a27cb18c","value":"none","type":"add","operator":"="}]},{"id":"222231e6-2b5f-45f2-9cb9-c8338807c371","order":182,"text":"Neither the acceptance of Purchase Orders, nor the continued supply of Products, nor any course of dealing after the expiry of the Term creates a renewal of this Agreement or an agreement of indefinite duration, and any such supply is made on the terms of this Agreement until the Parties agree otherwise in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"3c325647-d00b-4fa9-b727-4bac194a6214","order":183,"text":"26. TERMINATION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S26"},{"id":"ce2702af-325a-47ca-bd9b-4ee2dc70a4df","order":184,"text":"Either Party may terminate this Agreement at any time, for convenience and without cause, by giving the other Party not less than [90] days' prior written notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"d7f069c7-f0c6-493c-9979-44d304d640a5","order":185,"text":"Either Party may terminate this Agreement by written notice if the other Party commits a material breach of this Agreement and fails to cure that breach within [30] days after receipt of written notice describing the breach in reasonable detail. Failure to pay any undisputed amount when due is a material breach, curable within ten (10) days after written notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"a1e016a0-8ae4-497e-b74d-90e00665ec88","order":186,"text":"Either Party may terminate this Agreement with immediate effect by written notice if the other Party becomes insolvent, is unable to pay its debts as they fall due, makes a general assignment for the benefit of creditors, has a receiver or trustee appointed over a substantial part of its assets, commences or has commenced against it any proceeding under any bankruptcy or insolvency law that is not dismissed within sixty (60) days, or ceases to carry on business in the ordinary course, in each case to the extent that such termination is enforceable under applicable bankruptcy law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"ce3a7955-7563-436a-b319-6cc02681e40c","order":187,"text":"The Supplier may terminate this Agreement with immediate effect by written notice if the Distributor undergoes a change of control, sells all or substantially all of its assets, or merges with or is acquired by a person that distributes goods competing with the Products; if the Distributor makes unauthorized use of the Marks or of the Supplier's Intellectual Property Rights; if the Distributor breaches the Section entitled "Compliance with Laws, Anti-Corruption and Trade Controls"; or if any representation made by the Distributor in connection with this Agreement proves to have been materially false when made.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"c8f24918-6b28-4fb5-a899-b09b0cf79c62","order":188,"text":"Every notice of termination shall be given in accordance with the Section entitled "Notices" and shall state the ground relied upon. Where the law of the State in which the Distributor maintains its principal place of business, or in which the affected sales are made, confers upon dealers, distributors or franchisees a longer period of notice, a right to cure, a requirement of good cause, a right to repurchase of inventory or any other procedural or substantive protection that cannot be waived by agreement, those requirements shall apply to the extent required by that law and shall prevail over the corresponding provisions of this Agreement, which shall otherwise remain in full force.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"28591c02-d2d5-41b9-a243-f7eabb48e947","order":189,"text":"27. EFFECT OF TERMINATION AND WIND-DOWN","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S27"},{"id":"4adc60a4-0037-43fd-89b9-d5a44ebfeb2a","order":190,"text":"Upon expiration or termination of this Agreement, the appointment and all rights granted to the Distributor cease immediately, and the Distributor shall cease to represent itself as an authorized distributor, dealer or reseller of the Products, subject only to the limited rights expressly preserved in this Section.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"81e03004-c418-4ced-82b0-d69b37ee4259","order":191,"text":"The Supplier may, in its discretion, fill, decline or cancel any Purchase Order accepted but not yet shipped at the effective date of termination, without liability. All amounts owed by the Distributor become due and payable on the effective date of termination, and the Supplier may require payment in advance or on cash terms for any further shipment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"623844bc-8c75-4e7a-9d3c-385ab0bc3577","order":192,"text":"The Supplier shall repurchase from the Distributor, at the Distributor's option exercised by written notice given within thirty (30) days after the effective date of termination, all Products in the Distributor's inventory that are new, unused, undamaged, in their original unopened packaging, in current saleable condition and purchased from the Supplier within the preceding twelve (12) months. The repurchase price is the net invoice price paid by the Distributor, less any credits or allowances received and less a handling and restocking charge of fifteen percent (15%). The Distributor shall deliver the Products in accordance with the Supplier's instructions, freight prepaid, and the Supplier may set off the repurchase price against amounts owed to it. Products that the Supplier is not required to repurchase may be resold by the Distributor in the ordinary course, on the terms of this Agreement, during the ninety (90) days following the effective date of termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"18dc6bc4-3bfa-46e7-9cdf-0edd970f4bc5","value":"repurchase","type":"add","operator":"="}]},{"id":"271f25c7-5ece-4d16-977d-f3caa6bd32f1","order":193,"text":"The Supplier is under no obligation to repurchase the Distributor's inventory, but the Distributor may continue, for a period of [90] days after the effective date of termination, to resell the Products remaining in its inventory at that date, in the ordinary course and on the terms of this Agreement, which continue to apply to those sales. The Supplier may nevertheless elect, by written notice, to repurchase all or part of that inventory at the net invoice price paid by the Distributor, less any credits received and less a handling and restocking charge of fifteen percent (15%).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"18dc6bc4-3bfa-46e7-9cdf-0edd970f4bc5","value":"selloff","type":"add","operator":"="}]},{"id":"31bb68cf-4220-453b-a1ad-7f6db1ccac32","order":194,"text":"The Distributor shall promptly return or, at the Supplier's option, destroy all Confidential Information, price lists, technical documentation, demonstration equipment, promotional materials and signage bearing the Marks, and shall furnish the Supplier with a list of Customers to whom Products were sold during the preceding twelve (12) months, together with the details of pending quotations, orders and warranty claims, to permit an orderly transition of Customer support, in each case to the extent permitted by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"5745ae17-b1d1-45ac-be18-b70d1ee42316","order":195,"text":"The Sections entitled "Payment, Taxes, Credit and Security Interest", "Limited Warranty, Disclaimer and Warranty Administration", "Limitation of Liability", "Product Safety, Recalls and Regulatory Matters", "Insurance", "Indemnification", "Confidentiality, Trade Secrets and Non-Solicitation", "Representations and Warranties of the Parties", "Effect of Termination and Wind-Down", "Governing Law and Dispute Resolution" and "General Provisions", together with every other provision that by its nature is intended to survive, survive the expiration or termination of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"2dd8ed62-96f7-4f22-89f8-6bc7f55d5058","order":196,"text":"28. RELATIONSHIP OF THE PARTIES AND NO FRANCHISE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S28"},{"id":"07aaa0d0-1a6d-4c11-9bde-5c9ba8901525","order":197,"text":"The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary or employment relationship between them. Each Party is solely responsible for its own personnel, premises, expenses, taxes and business decisions, and neither Party has authority to bind the other or to incur any obligation on its behalf.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"67fc7639-8c08-470a-bbfc-68b482d583d4","order":198,"text":"The Parties intend that this Agreement does not create a franchise, business opportunity, dealership or similar relationship within the meaning of the Federal Trade Commission Rule on franchising (16 C.F.R. Part 436), of any State franchise, business opportunity, fair dealership or dealer protection statute, or of any similar law. The Distributor acknowledges that it has not paid and is not required to pay any franchise fee or other fee for the right to enter into or continue this relationship, that it operates under its own business name and its own methods of operation, that it sets its own resale prices, and that the Supplier neither exercises significant control over, nor provides significant assistance with respect to, the Distributor's method of operation beyond the quality standards reasonably necessary to protect the Marks and the safe and lawful distribution of the Products.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"7bdba586-c944-405d-a986-999cbbc682e7","order":199,"text":"If, notwithstanding the intention of the Parties, any such law is held to apply to this relationship, the Parties shall comply with it, this Agreement shall be deemed amended to the minimum extent necessary to achieve compliance, and no other provision of this Agreement shall be affected.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"d726dbd7-b336-4f98-ae6f-9316976e51cd","order":200,"text":"29. FORCE MAJEURE","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S29"},{"id":"327dacc4-e23e-4269-b186-e7113e8f21c7","order":201,"text":"Neither Party is liable for any failure or delay in performing its obligations under this Agreement, other than an obligation to pay money, to the extent that the failure or delay results from a "Force Majeure Event", meaning an event beyond that Party's reasonable control, including acts of God, fire, flood, earthquake, severe weather, epidemic or pandemic, war, terrorism, civil unrest, labour dispute affecting a third party, failure of utilities or transport, cyber-attack, embargo, and any act, order or restriction of a governmental authority.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"d5dedf7f-b888-4372-b92a-6b862358ac4e","order":202,"text":"The affected Party shall notify the other promptly of the Force Majeure Event and of its anticipated duration, shall use commercially reasonable efforts to mitigate its effects and to resume performance, and shall be excused from performance only for so long and to the extent that the Force Majeure Event prevents it. Where a shortage of Products results from a Force Majeure Event, the Supplier may allocate available Products as provided in the Section entitled "Purchase Orders, Forecasts and Supply".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"5eda6f68-b533-4011-82bd-857c1ec468ac","order":203,"text":"If a Force Majeure Event continues for more than ninety (90) consecutive days, either Party may terminate this Agreement by written notice to the other, without liability other than in respect of obligations accrued before termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"29b426dd-547f-471c-b119-81b57a947617","order":204,"text":"30. NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S30"},{"id":"af30b045-0fe0-4206-a07a-c3128ecd3ae1","order":205,"text":"Every notice, consent, demand or other communication required or permitted under this Agreement shall be in writing and shall be delivered by hand, sent by a nationally recognized overnight courier with tracking, or sent by certified or registered United States mail, postage prepaid, return receipt requested, in each case to the address of the receiving Party set out below or to such other address as that Party notifies in accordance with this Section.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"2161d36c-f89e-4f19-8f8b-c02eb6ae7355","order":206,"text":"Notices are deemed given upon personal delivery, one (1) business day after deposit with an overnight courier, or three (3) business days after deposit in the mail. Routine operational communications, including Purchase Orders, forecasts, invoices and shipping documents, may be sent by electronic mail; notices of breach, termination, non-renewal, indemnification or dispute may not be given by electronic mail alone.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"20d715d8-49ac-4f50-9f34-c2e218416c6b","order":207,"text":"To the Supplier:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true,"marginTop":"6"},{"id":"5683e208-6830-46d3-b1f8-dd570d7ae82f","order":208,"text":"[Supplier legal name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"7b39cf2d-779c-423e-a57c-30678f111e9f","order":209,"text":"[Street address]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"7c9bc9f5-8082-4109-88f2-9ab48aaa49fc","order":210,"text":"[City, State ZIP]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"35942f8b-4551-4f08-abba-6cd94c28fe27","order":211,"text":"Attention: [Name of signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"33c81193-619c-440d-a3b5-7e37dee8255e","order":212,"text":"To the Distributor:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"24b49b50-5569-4dcb-82f0-141b47ecbd40","order":213,"text":"[Distributor legal name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"890e3a1c-0cfe-425a-8079-4a30c19c1f83","order":214,"text":"[Street address]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"7c4c0dd1-6998-4df1-9868-5eee6c0cf8bd","order":215,"text":"[City, State ZIP]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"bc042b3d-252a-49db-a689-459587753870","order":216,"text":"Attention: [Name of signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"98dda4b8-52a6-4933-aed5-9f3bf07ea403","order":217,"text":"31. GOVERNING LAW AND DISPUTE RESOLUTION","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S31"},{"id":"f91f941a-8eca-493a-8a47-9f4d724cbbeb","order":218,"text":"This Agreement, and all claims and disputes arising out of or relating to it, to its subject matter or to the sale of the Products, whether sounding in contract, tort or otherwise, are governed by and construed in accordance with the laws of the State of [State], including the Uniform Commercial Code as enacted in that State, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"e397f5bb-acea-4cf7-81e6-145562d72e2d","order":219,"text":"Before commencing any proceeding, the Parties shall attempt in good faith to resolve the dispute through negotiation between senior representatives having authority to settle, who shall meet within thirty (30) days after written notice of the dispute. If the dispute is not resolved within a further thirty (30) days, either Party may proceed as provided below. This paragraph does not prevent either Party from seeking interim or injunctive relief at any time, and does not extend any applicable limitation period.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"46045890-3175-41ba-b7ff-e5ead7ae9909","order":220,"text":"Any dispute arising out of or relating to this Agreement that is not resolved through negotiation shall be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, with the seat and place of hearing in [City, State]. The arbitrator shall apply the governing law specified in this Section, shall have no authority to award damages excluded by this Agreement, and shall issue a reasoned award in writing. Judgment upon the award may be entered in any court having jurisdiction. The Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) governs the interpretation and enforcement of this arbitration agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"28895257-ce9b-46bf-86b7-cd1752e88ffb","value":"arbitration","type":"add","operator":"="}]},{"id":"da65818a-7c54-442a-b3ef-3b3db41b2b3c","order":221,"text":"All arbitration proceedings, including the existence of the arbitration and the award, are confidential, except as necessary to enforce the award or as required by law. Each Party shall bear its own costs and an equal share of the arbitrator's fees, subject to the arbitrator's authority to award costs and reasonable attorneys' fees to the prevailing Party. Disputes shall be resolved on an individual basis only; the arbitrator has no authority to consolidate claims or to preside over any class, collective or representative proceeding. Notwithstanding this paragraph, either Party may apply to a court of competent jurisdiction for interim or injunctive relief in aid of arbitration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"28895257-ce9b-46bf-86b7-cd1752e88ffb","value":"arbitration","type":"add","operator":"="}]},{"id":"60959434-3f4e-4937-9d2c-a29865f09271","order":222,"text":"Any dispute arising out of or relating to this Agreement that is not resolved through negotiation shall be brought exclusively in the state or federal courts located in [County, State]. Each Party irrevocably submits to the personal jurisdiction of those courts, waives any objection based on improper venue or forum non conveniens, and agrees that service of process may be effected in the manner provided for the giving of notices under this Agreement. The prevailing Party in any proceeding is entitled to recover its reasonable attorneys' fees and costs, to the extent permitted by applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"28895257-ce9b-46bf-86b7-cd1752e88ffb","value":"courts","type":"add","operator":"="}]},{"id":"fa2934fb-6515-4e6a-8078-6f1ad74d1eb1","order":223,"text":"EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR TO THE PRODUCTS.","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"28895257-ce9b-46bf-86b7-cd1752e88ffb","value":"courts","type":"add","operator":"="}]},{"id":"fca72d23-70f5-4b10-a8d1-5705edf33143","order":224,"text":"Any action or proceeding arising out of or relating to this Agreement must be commenced within one (1) year after the cause of action accrues, to the fullest extent that such a period may lawfully be agreed under the law of the governing State, failing which it is barred.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"96183ec4-c92c-4068-9571-5a315c9eb8d0","order":225,"text":"32. GENERAL PROVISIONS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"8","cflou":false,"active":true,"marginTop":"20","sectionNum":"S32"},{"id":"ac6e9c35-08ef-4888-bf8a-4fbc29e0ebbd","order":226,"text":"The Distributor shall not assign, delegate or otherwise transfer this Agreement or any right or obligation under it, by operation of law or otherwise, without the Supplier's prior written consent, and any purported transfer without that consent is void. The Supplier may assign this Agreement to an Affiliate or to a successor in connection with a merger, reorganization or sale of all or substantially all of the assets or business to which this Agreement relates. This Agreement binds and benefits the Parties and their permitted successors and assigns.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"2f11d3e1-f37f-4258-b0cb-67adc9d891dd","order":227,"text":"This Agreement, together with its Exhibits, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations and communications, whether written or oral, relating to that subject matter. Each Party acknowledges that it has not relied on any statement, representation or assurance not expressly set out in this Agreement, provided that nothing in this paragraph limits liability for fraud.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"927a174a-b793-41bb-8a41-1476761fe653","order":228,"text":"No amendment or modification of this Agreement is effective unless made in writing and signed by an authorized representative of each Party. No preprinted terms, course of dealing, course of performance or usage of trade amends this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"334b7e6b-8b94-407a-b48a-9278279e30a4","order":229,"text":"No failure or delay in exercising any right or remedy operates as a waiver of it, and no single or partial exercise prevents any further exercise. A waiver is effective only if given in writing and only in respect of the matter for which it is given. The rights and remedies provided in this Agreement are cumulative and are in addition to, and not in substitution for, any right or remedy available at law or in equity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"54426758-04b8-4118-aba1-b2e3afcbf03d","order":230,"text":"If any provision of this Agreement is held invalid, illegal or unenforceable in any jurisdiction, that provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties' intent, or, if modification is not possible, severed; the remaining provisions continue in full force in that jurisdiction, and the validity of the provision in any other jurisdiction is unaffected.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"3ca0c176-110d-478a-b48f-851b6be87ecd","order":231,"text":"This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing in it confers any right or remedy on any other person, including any Customer or end user.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"87bbe766-fac7-4627-9b51-bddc8f82a752","order":232,"text":"This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Signatures delivered electronically or by facsimile, and signatures applied through an electronic signature service, have the same effect as manual signatures, and the Parties consent to the use of electronic records and signatures under the Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001 et seq.) and under the Uniform Electronic Transactions Act as enacted in the governing State.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"f57b4643-0bc6-43c7-9e95-e0327873a410","order":233,"text":"In the event of a conflict between the body of this Agreement and any Exhibit, the body of this Agreement prevails, unless the Exhibit expressly identifies the provision it overrides and is signed by both Parties. In the event of a conflict between this Agreement and any Purchase Order, order acknowledgement, invoice, packing document or other business form, this Agreement prevails.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"8cf4c0be-a3c6-49fd-a8c2-473eeb17b079","order":234,"text":"Headings are for convenience only and do not affect interpretation. This Agreement is the product of negotiation between the Parties, each of which has had the opportunity to consult counsel, and it shall not be construed against either Party as the drafter. Each Party shall execute such further documents and take such further action as the other reasonably requests to give effect to this Agreement. All Exhibits referred to in this Agreement are attached to it and incorporated in it by reference.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"d5d85647-cc30-4adc-8929-26110c6a3208","order":235,"text":"IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true,"marginTop":"20"},{"id":"b145be8c-64b1-4f7c-b4a7-4878dad1d2e2","order":236,"text":"THE SUPPLIER","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"c28a5b9f-3445-40df-a6fc-1743dd231cab","order":237,"text":"[Supplier legal name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"9be30ee4-d293-49e3-9607-03120cfce5fd","order":238,"text":"By: _______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"e9ca5370-2de0-4547-86c9-0a8f2aacb002","order":239,"text":"Name: [Name of signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"53f0da31-b467-411a-80e1-21980d13c78d","order":240,"text":"Title: [Title]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"92d2176e-27f4-4a45-acc8-0f7b3537a3f2","order":241,"text":"Date: _______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"aa698bb9-3a26-402f-8d24-48501704031b","order":242,"text":"THE DISTRIBUTOR","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"c59b1cf9-ed60-4c62-9f5b-a5bc6a79ed0e","order":243,"text":"[Distributor legal name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"0453491c-1881-44ba-948c-575773110288","order":244,"text":"By: _______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"c6e162c1-1e8b-4c06-b239-6af98f4decdf","order":245,"text":"Name: [Name of signatory]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"edfa01d6-9ade-41e3-922b-e08f44f00782","order":246,"text":"Title: [Title]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"404d2674-a1db-4e17-af86-cd0e8a418f98","order":247,"text":"Date: _______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"24","cflou":false,"active":true},{"id":"26029149-45e4-4853-82f1-5b0b0e254d0a","order":248,"text":"EXHIBIT A — THE PRODUCTS AND PRICING","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"24"},{"id":"c715e1d0-8006-4cc1-bce6-5a66f8b54b24","order":249,"text":"The Products covered by this Agreement are the following:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true},{"id":"92e382df-9773-4753-baea-fc32c92856be","order":250,"text":"[Description of the Products covered]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"6678dc78-d750-4552-9a31-989dd326833d","order":251,"text":"The Supplier's published distributor price list in effect on the Effective Date is attached to this Exhibit and forms part of it. That price list may be amended by the Supplier in accordance with the Section entitled "Prices, Price Changes and Non-Discrimination". The distributor discount applicable to the Distributor is [Discount] percent off the published distributor list price.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"9f593d80-91cc-4c7f-9449-4c3396a783db","order":252,"text":"EXHIBIT B — THE TERRITORY","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20"},{"id":"8f76050d-8b54-4290-854b-c2dcf3069ffb","order":253,"text":"The Territory comprises the fifty (50) States of the United States of America, the District of Columbia and the Commonwealth of Puerto Rico.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"089ea990-9220-4b15-9cec-1a5a5d7d8455","value":"nationwide","type":"add","operator":"="}]},{"id":"1f9f3639-0549-491a-ab18-c671bc96fd7f","order":254,"text":"The Territory comprises the following geographic area, and no other: [Description of the Territory].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"089ea990-9220-4b15-9cec-1a5a5d7d8455","value":"defined","type":"add","operator":"="}]},{"id":"fa760934-8386-4d08-a038-795f26c25508","order":255,"text":"The accounts, customers and channels reserved to the Supplier under the Section entitled "Territory, Sales Channels and Reserved Rights" are excluded from the Territory, and any list of reserved national or multi-State accounts notified by the Supplier in writing is deemed incorporated in this Exhibit.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"85966497-25cb-4609-a6d1-003ffc5fe5ba","order":256,"text":"EXHIBIT C — THE MARKS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20"},{"id":"ebd70e88-af50-4a4a-af85-f02de53c6eaa","order":257,"text":"The Marks licensed to the Distributor under the Section entitled "Trademarks and Intellectual Property", solely for use in connection with the advertising, promotion, resale and support of the Products in the Territory, are the following: [Trademarks and trade names licensed].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"69496347-8511-4685-809b-bd6ef7d6b541","order":258,"text":"The Distributor shall use the Marks in accordance with the Supplier's published usage guidelines as amended from time to time, which are deemed incorporated in this Exhibit.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true},{"id":"79145067-3826-4fe0-8c1b-7d442433c22b","order":259,"text":"EXHIBIT D — MINIMUM PURCHASE COMMITMENTS","fontSize":"16","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20","displayConditions":[{"field":"b3c4df2d-1278-430a-bc5c-6139ba99810a","value":"yes","type":"add","operator":"="}]},{"id":"701412b1-ff8e-4e29-85f8-de082bed1cba","order":260,"text":"The Minimum Purchase Commitment referred to in the Section entitled "Minimum Purchase Commitments" is [Amount] United States dollars, measured over each Contract Year, calculated on the aggregate net invoice value of Products shipped by the Supplier and paid for in full by the Distributor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b3c4df2d-1278-430a-bc5c-6139ba99810a","value":"yes","type":"add","operator":"="}]},{"id":"0d979947-ed13-488a-9d4f-40954d60b1a6","order":261,"text":"Any revision of the Minimum Purchase Commitment for a subsequent measurement period must be agreed in a writing signed by both Parties. In the absence of such a written agreement, the commitment stated above continues to apply for each successive measurement period during the Term.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"8","cflou":false,"active":true,"displayConditions":[{"field":"b3c4df2d-1278-430a-bc5c-6139ba99810a","value":"yes","type":"add","operator":"="}]}]