(III)
ESTABLISH SALES OFFICES IN ALL REASONABLE LOCATIONS;
(IV)
ENSURE THAT AT ALL TIMES IT EMPLOYS A SUFFICIENT NUMBER OF QUALIFIED
SALES, TECHNICAL AND OTHER PERSONNEL TO PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT;
(V)
DELIVER TO DAIKYO AT LEAST QUARTERLY A WRITTEN REPORT WHICH (I)
INDICATES SALES OF THE PRODUCTS MADE BY DISTRIBUTOR DURING THE PREVIOUS QUARTER
(INCLUDING CUSTOMER'S NAME, PRODUCT NUMBER, DESCRIPTION, QUANTITY AND PRICE),
AND (II) DESCRIBES SALES PROGRESS, MARKETING CONDITIONS, CUSTOMER RESPONSES
CONCERNING THE PRODUCTS AND ACTIVITIES OF COMPETITORS WITHIN THE TERRITORY;
(VI)
IMMEDIATELY ADVISE DAIKYO OF THE DETAILS OF ANY COMPLAINTS RECEIVED
FROM CUSTOMERS AND OTHERS RELATING TO THE PRODUCTS;
(VII)
PROMPTLY ADVISE DAIKYO IF DISTRIBUTOR HAS KNOWLEDGE OF THE
COMMENCEMENT OR THREAT OF ANY SUIT BASED ON ANY CLAIMED DEFECT IN ANY OF THE
PRODUCTS;
(VIII)
COMPLY WITH GOOD BUSINESS PRACTICES AND WITH ALL LAWS, REGULATIONS,
RULINGS AND REQUIREMENTS OF ALL GOVERNMENTAL AUTHORITIES HAVING JURISDICTION
OVER THE SUBJECT MATTER OF THIS AGREEMENT; AND
(IX)
HANDLE AND STORE THE PRODUCTS IN A PROPER, ADEQUATE AND REASONABLE
MANNER DESIGNED TO MAINTAIN THEM IN MARKETABLE CONDITION.
2
ARTICLE 3
PROMOTION: PROPRIETARY RIGHTS
3.01
PROMOTIONAL MATERIALS.
UPON REQUEST, DAIKYO WILL PROVIDE TO DISTRIBUTOR,
AT NO CHARGE, (A) REASONABLE QUANTITIES OF SALES AND USE LITERATURE, BROCHURES
AND OTHER PROMOTIONAL MATERIALS IN THE ENGLISH LANGUAGE AND SAMPLES OF THE
PRODUCTS, AND (B) SUCH ADDITIONAL SALES ASSISTANCE AS DISTRIBUTOR MAY OTHERWISE
REASONABLY REQUEST.
DISTRIBUTOR WILL BE RESPONSIBLE, AT ITS OWN EXPENSE, FOR
TRANSLATION OF PROMOTIONAL MATERIALS INTO THE LANGUAGES EMPLOYED IN THE
TERRITORY.
3.02
NO MODIFICATIONS: MARKINGS.
DISTRIBUTOR WILL NOT MAKE ANY MODIFICATIONS
TO THE PRODUCTS OR THEIR PACKAGING WITHOUT DAIKYO'S WRITTEN CONSENT.
ALL
PRODUCTS SOLD BY DISTRIBUTOR TO ITS CUSTOMERS PURSUANT TO THIS AGREEMENT MUST
BEAR ALL ORIGINAL MARKINGS, INCLUDING THE TRADEMARKS, LOGOS, BRAND NAMES, TRADE
NAMES AND OTHER DESIGNATIONS (THE "MARKS"), PLACED ON THEM BY DAIKYO AT THE TIME
OF DELIVERY TO DISTRIBUTOR, UNLESS WRITTEN CONSENT TO USE OTHER MARKINGS IS
OBTAINED FROM DAIKYO.
3.03
OWNERSHIP OF RIGHTS.
DISTRIBUTOR DECLARES AND RECOGNIZES THAT ALL
PATENTS, KNOW-HOW, TRADEMARKS, SERVICE MARKS, TRADE NAMES, COPYRIGHTS AND OTHER
INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS RELATING TO THE PRODUCTS (INCLUDING
WITHOUT LIMITATION ALL RIGHTS TO THE MARKS) AND THE GOODWILL ASSOCIATED
THEREWITH BELONG EXCLUSIVELY TO DAIKYO.
DISTRIBUTOR HAS NO RIGHT TO USE,
EXPLOIT, TRANSFER OR SUBLICENSE ANY SUCH INDUSTRIAL OR INTELLECTUAL PROPERTY
RIGHTS.
DISTRIBUTOR WILL PROMPTLY ADVISE DAIKYO OF ANY KNOWN OR THREATENED
INFRINGEMENT OF DAIKYO'S PROPRIETARY RIGHTS AND SUPPORT DAIKYO (AT DAIKYO'S
REQUEST AND EXPENSE) IN SECURING AND PROTECTING PATENTS, TRADEMARKS, SERVICE
MARKS, TRADE AND SERVICE NAMES, LICENSE RIGHTS AND OTHER PROPRIETARY RIGHTS.
3.04
GRANT OF LICENSE TO USE MARKS.
DAIKYO GRANTS TO DISTRIBUTOR A
NON-TRANSFERABLE, ROYALTY-FREE LICENSE, WITH RIGHT OF SUBLICENSE, TO USE AND
DISPLAY THE MARKS LISTED ON EXHIBIT A IN CONNECTION WITH THE PROMOTION AND SALE
OF THE PRODUCTS WITHIN THE TERRITORY.
EXHIBIT A MAY BE SUPPLEMENTED FROM TIME
TO TIME BY DAIKYO.
DAIKYO REPRESENTS THAT IT EITHER OWNS OR OTHERWISE HAS THE
RIGHT TO LICENSE SUCH USE OF THE MARKS