sale, maintenance and support of the
Product.
(c) Maintenance. Conor shall designate maintenance and support personnel to
assist Distributor's support personnel in providing maintenance and support
services.
5. RELATIONSHIP OF THE PARTIES.
(a) Independent contractor. Distributor shall be considered to be an independent
contractor. The relationship shall not be construed to be that of employer and
employee, nor to constitute a partnership, joint venture or agency of any kind.
(b) Expenses. Distributor agrees to pay, and shall solely bear, all of its
incurred expenses in connection with this Agreement, including without
limitation all travel, lodging and entertainment expenses.
(c) Distributor not to enter contracts that bind Conor. Distributor shall have
no right to enter into any contracts or commitments in the name of, or on behalf
of, Conor, or to bind Conor in any respect -whatsoever.
(d) No obligations to third parties. In addition, Distributor shall not obligate
or purport to obligate Conor by issuing or making any affirmations,
representations, warranties or guaranties with respect to the Product to any
third party.
[ * ] = 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.
6.
6. BEST EFFORTS.
(a) Distributor to use best efforts. Distributor agrees, for the term of and
subject to the provisions of the term of this Agreement, to use its best efforts
to promote and market the Product to the maximum number of customers in the
Territory. Distributor and Conor shall mutually agree in writing on the sales
promotion activities and performance objectives to be met by Distributor for
Conor's fiscal year. Distributor shall provide Conor with an annual analysis of
the market, including market size, market share data, and competitive
activities. Such information shall be provided to enable Conor in developing the
global marketing and business plans for the mutual advantage of Distributor and
Conor. Upon signing this Agreement, Distributor and Conor will jointly establish
Distributor's performance objectives for Conor's fiscal year. The establishment
of performance objectives will be repeated annually. The established performance
objectives will become a part of this Agreement, and will be attached hereto as
Exhibit C.
(b) Failure to use best efforts. Failure to meet any minimum established
performance objectives shall constitute a material breach of this Agreement for
the purposes of Article 14.
7. REPORTING.
(a) Customer reports. Distributor shall provide Conor with written quarterly
reports, which shall include customer call reports, business trends, sales
forecasts for the significant customers in the Territory, market forecasts and
other reports requested by Conor.
(b) Adverse Event Reporting. Distributor shall notify Conor immediately of
(i) all adverse comments or complaints by Distributor's customers regarding the
Product, including comments regarding the Product's quality, stability,
contamination, potency, condition, packaging, or any other attributes or
defects, and (ii) all adverse events and adverse reactions that may be
attributable to a customer's use of the Product, whether or