INSTRUCTION.
5.02
RESTRICTIONS ON REPRESENTATIONS.
DISTRIBUTOR WILL NOT IN ANY WAY MAKE
ANY REPRESENTATION OR WARRANTY REGARDING THE PRODUCTS OTHER THAN THOSE FROM TIME
TO TIME CONTAINED IN DAIKYO'S SALES LITERATURE OR OTHER PUBLICATIONS.
5.03
INDEMNIFICATION.
DISTRIBUTOR WILL INDEMNIFY, DEFEND AND HOLD DAIKYO
HARMLESS FROM ANY AND ALL LIABILITIES, LOSSES, OBLIGATIONS, EXPENSES (INCLUDING
WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES) AND COSTS ARISING IN CONNECTION
WITH ANY LAWSUIT, PROCEEDING OR OTHER ACTION ARISING OUT OF THE OPERATION OF
DISTRIBUTOR'S BUSINESS OR RELATED TO ANY CLAIM BY A THIRD PARTY BASED, IN WHOLE
OR IN PART, ON DISTRIBUTOR'S DISTRIBUTION OR USE OF THE PRODUCTS.
THE
ACTIVITIES OF ANY OF DISTRIBUTOR'S EMPLOYEES OR AGENTS WILL BE CONSIDERED
ACTIVITIES OF DISTRIBUTOR FOR PURPOSES OF THIS SECTION.
DAIKYO WILL HAVE THE
RIGHT, BUT NOT THE OBLIGATION, TO ASSUME THE DEFENSE OF ANY SUCH LAWSUIT,
PROCEEDING OR ACTION.
DAIKYO AND DISTRIBUTOR WILL EACH GIVE THE OTHER PROMPT
NOTICE OF ANY SUCH CLAIM, LAWSUIT, PROCEEDING OR ACTION.
4
ARTICL 6
TERM AND TERMINATION
6.01
TERM.
THE TERM OF THIS AGREEMENT WILL COMMENCE ON THE DATE FIRST WRITTEN
ABOVE AND, UNLESS TERMINATED EARLIER IN ACCORDANCE WITH OTHER PROVISIONS OF THIS
AGREEMENT, WILL CONTINUE FOR A PERIOD OF 10 YEARS FROM SUCH DATE.
6.02
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED AS FOLLOWS:
(A)
BY DAIKYO OR DISTRIBUTOR UPON 90 DAYS' WRITTEN NOTICE AT ANY TIME
AFTER DAIKYO CEASES TO BE A SHAREHOLDER OF DISTRIBUTOR.
(B)
BY MUTUAL WRITTEN CONSENT OF BOTH PARTIES AT ANY TIME.
(C)
BY EITHER PARTY IN THE EVENT OF A CHANGE IN CONTROL OF THE OTHER
PARTY.
THE TERMINATING PARTY WILL MAKE THIS DECISION WITHIN ONE YEAR AFTER
LEARNING OF THE CHANGE IN CONTROL AND PROVIDE WRITTEN NOTICE THREE MONTHS PRIOR
TO THE TERMINATION.
(D)
BY EITHER PARTY IF THE OTHER PARTY BECOMES THE SUBJECT OF A FILING OR
A PETITION IN BANKRUPTCY, OR IN A JUDICIAL PROCEEDING WITH THE OBJECT OF AN
ARRANGEMENT WITH CREDITORS, OR IF THE RIGHTS OF THIS AGREEMENT ARE SEIZED FOR
THE BENEFIT OF CREDITORS, OR IF THE OTHER PARTY BECOMES THE SUBJECT OF A
PETITION FOR LIQUIDATION.
(E)
BY EITHER PARTY IF THE OTHER PARTY, BREACHES A MATERIAL PROVISION OF
THIS AGREEMENT THROUGH ADVERSE ACTION OR A FAILURE TO ACT AND SUCH BREACH
CONTINUES UNREMEDIED FOR 20 DAYS DESPITE WRITTEN NOTIFICATION.
6.03
EFFECT OF TERMINATION.
UPON TERMINATION OF THIS AGREEMENT, DISTRIBUTOR
WILL IMMEDIATELY:
(A)
CEASE TO USE ANY MATERIALS DISPLAYING ANY MARK, OR ANY SERVICE MARK
OR OTHER MEANS OF PRODUCT, SERVICE OR BUSINESS IDENTIFICATION INCORPORATING ALL
OR ANY PART OF ANY MARK, WITH REGARD TO ANY PRODUCT, SERVICE OR BUSINESS
WHATSOEVER, INCLUDING, WITHOUT LIMITING THE FOREGOING, MATERIALS DISPLAYING THE
MARKS LISTED IN THE ATTACHED EXHIBIT A:
(B)
REMOVE AND DISCONTINUE THE USE OF ALL SIGNS, STATIONERY, ADVERTISING
AND LITERATURE INDICATING THAT DISTRIBUTOR IS A DISTRIBUTOR OR REPRESENTATIVE
OF, OR IS OTHERWISE AFFILIATED WITH, DAIKYO;
(C)
RETURN ALL COPIES OF THE CONFIDENTIAL INFORMATION IN ITS POSSESSION
OR CONTROL TO DAIKYO AND CEASE TO USE SUCH CONFIDENTIAL INFORMATION FOR ANY