FEDERAL, STATE, MUNICIPAL, VALUE ADDED AND OTHER TAXES (SUCH AS SALES, USE OR
PRIVILEGE TAXES), ALL CUSTOMS DUTIES, SHIPPING AND HANDLING COSTS (IF ANY),
IMPOSTS, OR EXCISE TAXES, OR PERSONAL PROPERTY OR OTHER SIMILAR TAXES OR DUTIES
AND ANY SUCH TAXES AND OTHER AMOUNTS SHALL BE ASSUMED AND PAID BY AB EXCEPT
THOSE TAXES BASED ON OR MEASURED BY THE NET INCOME OF HOEFER.
9.6
RETURNS.
SHOULD AB WISH, FOR WHATEVER REASON, TO RETURN TO HOEFER ANY
ITEMS PURCHASED FROM HOEFER, IT WILL DO THIS ONLY WITH THE AGREEMENT OF HOEFER
IN THE FORM OF A RETURN NUMBER ISSUED BY HOEFER; PROVIDED, HOWEVER, THAT THIS
SECTION 9.6 WILL NOT OPERATE TO LIMIT OR OTHERWISE RESTRICT ANY OF AB'S REMEDIES
SET FORTH IN SECTION 13.1(B) BELOW.
10.
Duties of Hoefer.
10.1
DUTIES.
WITHOUT LIMITING ANY OF ITS OBLIGATIONS
OTHERWISE SET FORTH IN THIS AGREEMENT, HOEFER SHALL, EXCEPT AS OTHERWISE
PROVIDED BELOW, AT ITS SOLE EXPENSE, PERFORM THE FOLLOWING DUTIES:
(A)
HOEFER SHALL MANUFACTURE PRODUCTS AND SELL PRODUCTS TO AB FOR DISTRIBUTION
AS SET FORTH HEREIN.
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(B)
HOEFER SHALL, AS REASONABLY REQUESTED BY AB, ASSIST AB IN ITS SALES AND
MARKETING PROGRAM CONCERNING THE PRODUCTS; PROVIDED HOWEVER, THAT AB IS SOLELY
RESPONSIBLE FOR ALL COSTS OF MARKETING AND SALES EFFORTS, EXCEPT WHERE AGREED IN
ADVANCE AND IN WRITING, BY HOEFER.
(C)
HOEFER SHALL PROVIDE SALES AND SUPPORT TRAINING WHICH AB AND HOEFER SHALL
JOINTLY DEEM NECESSARY FOR AB'S SALES AND SERVICE REPRESENTATIVES, IF ANY, IN
INDIVIDUAL OR OTHER SESSIONS AT SUCH LOCATION AS AB SHALL REASONABLY REQUEST.
HOEFER WILL PROVIDE INSTRUCTORS WITH TRAINING MATERIALS AND PRODUCTS FOR USE IN
CONNECTION WITH SUCH TRAINING ACTIVITIES, PROVIDED THAT AB ACKNOWLEDGES THAT
OWNERSHIP OF ALL RIGHTS, INCLUDING BUT NOT LIMITED TO, ALL INTELLECTUAL PROPERTY
RIGHTS, IN AND TO SUCH MATERIALS REMAINS VESTED IN HOEFER.
ACCORDINGLY, AB
UNDERTAKES NOT TO AMEND OR COPY ANY SUCH MATERIALS WITHOUT HOEFER'S CONSENT IN
WRITING AND IF THIS AGREEMENT TERMINATES, TO IMMEDIATELY RETURN ALL SUCH
MATERIALS (TOGETHER WITH ANY COPIES OR AMENDED VERSIONS ALLOWED AS AFORESAID) TO
HOEFER.
(D)
HOEFER SHALL UPDATE AB WITH ALL AVAILABLE INFORMATION REASONABLY NECESSARY
OR DESIRABLE FOR THE EFFECTIVE MARKETING OF PRODUCTS AND PROMPTLY NOTIFY AB, IN
SUITABLE ELECTRONIC FORMAT, OF ANY MATERIAL INSTRUMENT MODIFICATIONS OR CHANGES.
(E)
HOEFER SHALL PROVIDE REASONABLE BACK-UP TECHNICAL SUPPORT BY E-MAIL,
TELEPHONE AND FACSIMILE TO AB AND ITS SUB-DISTRIBUTORS' TECHNICAL SERVICE AND
SALES PERSONNEL IN CONNECTION WITH THE PRODUCTS.
(F)
HOEFER WILL PARTICIPATE, AS MUTUALLY AGREED BY HOEFER AND AB, IN AB'S
PROMOTIONAL EFFORTS, BY PROVIDING RELEVANT COPY AND PHOTOGRAPHY FOR ADVERTISING,
DIRECT MAIL AND/OR ANY OTHER PROMOTIONAL EFFORTS IN CONNECTION WITH THE
PRODUCTS, THE MANNER IN WHICH THE MATERIALS ARE TO BE USED TO BE MUTUALLY AGREED
UPON BY HOEFER AND AB, ALL COSTS AND EXPENSES FOR ADVERTISING, DIRECT MAIL
AND/OR ANY OTHER PROMOTIONAL EFFORT ARE SOLELY TO BE BORNE BY AB.
(G)
HOEFER WILL UPDATE EXISTING PRODUCTS AND DEVELOP NEW PRODUCTS AND ALL SUCH
PRODUCTS WILL BE OFFERED TO AB FOR SALE BY AB ON