OF
DISTRIBUTOR'S BUSINESS OR RELATED TO ANY CLAIM BY A THIRD PARTY BASED, IN WHOLE
OR IN PART, ON DISTRIBUTOR'S DISTRIBUTION OR USE OF THE PRODUCTS.
THE
ACTIVITIES OF ANY OF DISTRIBUTOR'S EMPLOYEES OR AGENTS WILL BE CONSIDERED
ACTIVITIES OF DISTRIBUTOR FOR PURPOSES OF THIS SECTION.
WEST WILL HAVE THE
RIGHT, BUT NOT THE OBLIGATION, TO ASSUME THE DEFENSE OF ANY SUCH LAWSUIT,
PROCEEDING OR ACTION.
WEST AND DISTRIBUTOR WILL EACH GIVE THE OTHER PROMPT
NOTICE OF ANY SUCH CLAIM, LAWSUIT, PROCEEDING OR ACTION.
ARTICLE 6
TERM AND TERMINATION
6.01
TERM.
THE TERM OF THIS AGREEMENT WILL COMMENCE ON THE DATE FIRST
WRITTEN ABOVE AND, UNLESS TERMINATED EARLIER IN ACCORDANCE WITH OTHER PROVISIONS
OF THIS AGREEMENT, WILL CONTINUE FOR A PERIOD OF 10 YEARS FROM SUCH DATE.
6.02
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED AS FOLLOWS:
(A)
BY WEST OR DISTRIBUTOR UPON 90 DAYS' WRITTEN NOTICE AT ANY TIME
AFTER WEST CEASES TO BE A SHAREHOLDER OF DISTRIBUTOR.
(B)
BY MUTUAL WRITTEN CONSENT OF BOTH PARTIES AT ANY TIME.
4
(C)
BY EITHER PARTY IN THE EVENT OF A CHANGE IN CONTROL OF THE
OTHER.
THE TERMINATING PARTY WILL MAKE THIS DECISION WITHIN ONE YEAR AFTER
LEARNING OF SUCH CHANGE IN CONTROL AND PROVIDE WRITTEN NOTICE THREE MONTHS PRIOR
TO THE TERMINATION.
(D)
BY EITHER PARTY IF THE OTHER PARTY BECOMES THE SUBJECT OF A FILING
OR A PETITION IN BANKRUPTCY, OR IN A JUDICIAL PROCEEDING WITH THE OBJECT OF AN
ARRANGEMENT WITH CREDITORS, OR IF THE RIGHTS OF THIS AGREEMENT ARE SEIZED FOR
THE BENEFIT OF CREDITORS, OR IF THE OTHER PARTY BECOMES THE SUBJECT OF A
PETITION FOR LIQUIDATION.
(E)
BY EITHER PARTY IF THE OTHER PARTY BREACHES A MATERIAL PROVISION
OF THIS AGREEMENT THROUGH ADVERSE ACTION OR A FAILURE TO ACT AND SUCH BREACH
CONTINUES UNREMEDIED FOR 20 DAYS DESPITE WRITTEN NOTIFICATION.
6.03
EFFECT OF TERMINATION.
UPON TERMINATION OF THIS AGREEMENT,
DISTRIBUTOR WILL IMMEDIATELY:
(A)
CEASE TO USE ANY MATERIALS DISPLAYING ANY MARK, OR ANY SERVICE
MARK OR OTHER MEANS OF PRODUCT, SERVICE OR BUSINESS IDENTIFICATION INCORPORATING
ALL OR ANY PART OF ANY MARK, WITH REGARD TO ANY PRODUCT, SERVICE OR BUSINESS
WHATSOEVER, INCLUDING, WITHOUT LIMITING THE FOREGOING, MATERIALS DISPLAYING THE
MARKS LISTED IN THE ATTACHED EXHIBIT A;
(B)
REMOVE AND DISCONTINUE THE USE OF ALL SIGNS, STATIONERY,
ADVERTISING AND LITERATURE INDICATING THAT DISTRIBUTOR IS A DISTRIBUTOR OR
REPRESENTATIVE OF, OR IS OTHERWISE AFFILIATED WITH, WEST;
(C)
RETURN ALL COPIES OF CONFIDENTIAL INFORMATION IN ITS POSSESSION OR
CONTROL TO WEST AND CEASE TO USE SUCH CONFIDENTIAL INFORMATION FOR ANY PURPOSE;
AND
(D)
RETURN ALL PRODUCTS WHICH DISTRIBUTOR HAS RECEIVED BUT FOR WHICH
IT HAS NOT MADE PAYMENT.
If this Agreement expires according to its terms under Section 6.01 hereof or is
terminated earlier pursuant to Sections 6.02(a) or (b) hereof, then West shall
bear the cost of returning Products pursuant to Section 6.02(d), otherwise
Distributor shall bear such cost.
Distributor waives the applicability and
protection of all laws, regardless of jurisdiction, giving to Distributor any
rights