suits, or actions, to the extent arising or resulting from any
sale or import into a certain country or region by Distributor without the
necessary regulatory approval.
3. OTHER OBLIGATIONS OF DISTRIBUTOR.
(a) Facilities and resources. Distributor shall employ competent and experienced
service personnel, provide appropriate facilities and resources so as to render
prompt and adequate service to the users of the Product in the Territory, and so
as to comply with all of Distributor's obligations under this Agreement.
Distributor shall provide adequate and appropriate training to its staff
concerning the Product.
(b) Promotional Materials. Distributor shall use sales and technical literature
as well as promotional artwork and training materials provided by Conor.
Distributor may alter such materials or develop any other materials in
connection with the marketing and distribution of the Product (including but not
limited to product brochures and sales aids), subject to Conor's review and
written approval prior to any use of such materials. Conor shall retain all
right, title and interest in and to such materials.
(c) Customer Service. Distributor shall provide customer service (including, but
not limited to, taking orders, responding to customer inquiries, fulfilling
requests for quotes on Product pricing, and forwarding Product complaints to
Conor as legally required) on a timely basis and shall provide such assistance
and information to customers as is reasonably requested by Conor.
[ * ] = 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.
(d) No debarred or disqualified persons. Distributor warrants that it shall not
employ, contract with, or retain any person directly or indirectly to perform
services under this Agreement if such person is (i) debarred by either the U.S.
Food and Drug Administration under 21 U.S.C. § 335(a) or any equivalent law or
regulation in the Territory, or (ii) disqualified as described in 21 C.F.R. §
812.119, or any equivalent law or regulation in the Territory. In the event that
Distributor becomes aware of the debarment or disqualification of any person
providing services to Distributor which relate to services being provided under
this Agreement, Distributor agrees to notify Conor immediately.
(e) Translations. Distributor shall translate, at its own expense, all user and
technical manuals, and advertising and marketing information into the languages
of its customers and provide Conor with advance copies of all such materials for
approval by Conor. Conor shall own such translations and related intellectual
property rights, but Distributor has a non-exclusive right to use such
translations during the term of this Agreement in connection with its activities
pursuant to this Agreement.
4. CONOR'S OBLIGATIONS.
(a) Assistance. Conor shall provide Distributor with such marketing and
technical assistance and free Product samples as Conor may in its discretion
consider necessary to assist with the promotion of the Product.
(b) Training. Conor shall provide product launch training to Distributor's
personnel in connection with the marketing,