for all food, lodging and travel costs that
Distributor's officers and employees incur while attending these training
courses.
7.3 Additional Assistance. Upon Distributor's written request, Licensor or its
representative will provide additional assistance or training at a mutually
convenient time. If Licensor provides the additional assistance or training at a
location designated by Distributor, Licensor may charge Distributor a fee of:
(i) [*] that a qualified "executive level" director or officer provides
assistance or training at Distributor's designated location; or (ii) [*] that
any other qualified representative of Licensor provides assistance or training
at Distributor's designated location. Notwithstanding the foregoing, Licensor
agrees that it will provide [*] of training and/or assistance by one or more
"executive level" directors or officers at Distributor's
5
[*] = 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.
designated location without additional charge, except for the reasonable travel
and living expenses associated with providing the assistance or training.
Distributor is solely responsible for all travel and living expenses that
Distributor's officers and employees incur. The additional assistance fee covers
all travel and living expenses incurred by the individual providing the
assistance or training. The additional assistance fee will be invoiced on a
monthly basis for all assistance and training provided during the prior month.
The additional assistance fee is due ten (10) days after invoicing.
7.4 General Guidance. Licensor or its representatives will be available at any
time during normal business hours to provide Distributor with guidance and
recommendations with respect to the marketing, promotion and sale of Products.
8. COMMENCEMENT OF BUSINESS.
Distributor must enter into its first Supply Contract or obtain at least one
purchase order for Products within 180 days after the Effective Date. If
Distributor intends to manufacture Products pursuant to a Manufacturing
Agreement but Distributor is not in a position to deliver manufactured Products
to Customers in accordance with the terms of the Supply Contract or any purchase
order before the expiration of the 180 day period, Licensor shall arrange for
Distributor to be able to purchase Products from Licensor or another authorized
manufacturer at wholesale prices for a reasonable period of time to enable
Distributor to fulfill such Products orders. Distributor may not begin
marketing, promoting or selling Products before: (i) Distributor's officers and
employees complete the initial training program; (ii) Distributor purchases all
required insurance; and (iii) Distributor obtains all required licenses, permits
and other governmental approvals.
9. ADVERTISING & MARKETING.
9.1 Marketing Fund. Recognizing the value of uniform advertising and promotion
to the goodwill and public image of the Marks, Licensor will establish and
maintain a marketing fund. Licensor will deposit at least 3% of the royalty fees
and marketing fees that it receives from Distributor and other Authorized
Distributors on an annual basis into the marketing fund. The marketing fund will
be used for marketing, advertising, sales promotion