and a Customer
by offering to directly sell Products to such Customer.
2
[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED.
5. CUSTOMER RESTRICTIONS.
Except as provided below, Distributor may only market, promote and sell Products
to Customers who are the end-users of the Products. Distributor may not sell
Products to distributors or other businesses for resale. This restriction does
not apply to any entity that acts as a distributor of uniforms to an Exclusive
Customer, provided that (i) the entity is not established by, or established
pursuant to instructions or recommendations from, Distributor; (ii) Distributor
notifies Licensor of such proposed arrangement and obtains Licensor's approval,
which shall not be unreasonably withheld or delayed; and (iii) the distributor
shall not be considered a Customer or an Exclusive Customer for purposes of this
Agreement. Licensor may require that Distributor obtain written acknowledgements
from all Customers that they are purchasing Products for their own use and not
for resale. Notwithstanding the foregoing, Distributor may, if authorized by a
separately executed Manufacturing Agreement between Licensor and Distributor,
sell Products to Licensor and Authorized Distributors in accordance with the
terms of the Manufacturing Agreement. Distributor may not solicit or sell
Products to any customer that Licensor identifies as an "exclusive customer" of
another Authorized Distributor. Distributor may only sell Products to Customers
who maintain a place of business that is physically located within the
Territory.
6. TERM AND RENEWAL.
6.1 Generally. The term of this Agreement will begin on the Effective Date and
expire three (3) years and 180 days after the Effective Date (the "Term").
Distributor may renew this Agreement for additional three (3) year renewal terms
as long as Distributor meets the conditions for renewal specified below. Except
as provided in Section 21.1, Distributor will have no further right to market,
promote or sell Products following the expiration of the final renewal term
unless Licensor grants Distributor additional distribution rights in Licensor's
sale discretion.
6.2 Renewal Requirements. In order to renew this Agreement, Distributor must:
(i) notify Licensor in writing of Distributor's desire to renew not less than 90
days nor more than 180 days before the expiration of the Term or renewal term,
as applicable; (ii) not be in default under this Agreement or any Manufacturing
Agreement with Licensor at the time Distributor sends the renewal notice or the
time the renewal term begins; (iii) sign a Mutual General Release in which
Licensor and Distributor release each other from all known or unknown claims
arising under this Agreement, except for claims under provisions which survive
termination of this Agreement; (iv) sign Licensor's then current form of License
and Distribution Agreement that Licensor uses in granting distribution rights to
Similarly Situated Authorized Distributors as of beginning of the renewal term,
except that the provisions of Section 3, Section 4, Section 12 and