(INCLUDING CUSTOMER'S NAME, PRODUCT NUMBER, DESCRIPTION, QUANTITY AND PRICE),
AND (B) DESCRIBES SALES PROGRESS, MARKETING CONDITIONS, CUSTOMER RESPONSES
CONCERNING THE PRODUCTS AND ACTIVITIES OF COMPETITORS WITHIN THE TERRITORY;
(VI)
IMMEDIATELY ADVISE WEST OF THE DETAILS OF ANY COMPLAINTS RECEIVED
FROM CUSTOMERS AND OTHERS RELATING TO THE PRODUCTS;
(VII)
PROMPTLY ADVISE WEST 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.
ARTICLE 3
PROMOTION: PROPRIETARY RIGHTS
3.01
PROMOTIONAL MATERIALS.
UPON REQUEST, WEST 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.
2
3.02
NO MODIFICATIONS; MARKINGS.
DISTRIBUTOR WILL NOT MAKE ANY
MODIFICATIONS TO THE PRODUCTS OR THEIR PACKAGING WITHOUT WEST'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
WEST AT THE TIME OF DELIVERY TO DISTRIBUTOR, UNLESS WRITTEN CONSENT TO USE OTHER
MARKINGS IS OBTAINED FROM WEST.
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 WEST.
DISTRIBUTOR HAS NO RIGHT TO USE, EXPLOIT,
TRANSFER OR SUBLICENSE ANY SUCH INDUSTRIAL OR INTELLECTUAL PROPERTY RIGHTS.
DISTRIBUTOR WILL PROMPTLY ADVISE WEST OF ANY KNOWN OR THREATENED INFRINGEMENT OF
WEST'S PROPRIETARY RIGHTS AND SUPPORT WEST (AT WEST'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.
WEST 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 WEST.
WEST REPRESENTS THAT IT EITHER OWNS OR OTHERWISE HAS THE RIGHT
TO LICENSE SUCH USE OF THE MARKS TO DISTRIBUTOR.
WEST SHALL INDEMNIFY AND
DEFEND DISTRIBUTOR FROM ALL LIABILITIES, LOSSES AND COSTS (INCLUDING WITHOUT
LIMITATION ATTORNEYS' FEES) ARISING IN CONNECTION WITH ANY CLAIM THAT
DISTRIBUTOR'S USE OF THE MARKS INFRINGES ANY TRADEMARK OR OTHER RIGHT OF ANY
THIRD PARTY.
ARTICLE 4
SALES TO DISTRIBUTOR
4.01
ORDERS.
DISTRIBUTOR WILL SUBMIT ORDERS TO WEST FROM TIME TO