2. GRANT OF DISTRIBUTION RIGHTS; LICENSE
In consideration for the purchase of the Products by Distributor from
Vendor, Vendor grants Distributor the exclusive right to market, sell, rent,
lease, service and maintain the Products and all improvements thereon within the
Territory (as defined herein) according to the terms and conditions as set forth
herein. As part of the exclusive distribution right granted in this Section 2,
Vendor hereby grants Distributor the non-exclusive, non-transferable right to
use and display Vendor's trademarks, logos, Product photographs and images,
Product advertising and promotional copy, including but not limited to the
materials contained in Vendor's website, in connection with the promotion,
advertising and distribution of the Products.
2.1. Definition of "Territory." For the purposes of this Agreement,
the "Territory" shall mean all countries and territories throughout the world
with the exception of the United States of America, the Caribbean and cruise
ships based from ports within the United States of America or the Caribbean.
2.2. Limitations. Notwithstanding any other provision of this
Agreement, the Distributor specifically agrees that any and all marks, logos,
images and copy related to the Products are solely the property of Vendor.
Distributor agrees not to use in any manner whatsoever the marks, logos, images
and copy of Vendor following the expiration or termination of this Agreement,
except as may be needed to sell any Products remaining in Distributor's
inventory.
2.3. Design and Specification. In its sole discretion and without any
liability to Distributor, Vendor shall have final decision-making power with
respect to, from time to time, alter the design or construction of any Products,
add new and additional Products and discontinue any Products; provided, however,
in the event of any such action on Vendor's part, Vendor shall give reasonable
notice to Distributor.
2.4. Prosecution of the Patent Applications. Vendor shall retain full
and complete control over the prosecution of any patent applications and any
related disclaimer proceedings.
2.5. Ownership of Future Inventions and Improvements. Any and all
future inventions and improvements related to the Products licensed pursuant to
this Agreement shall be the property of Vendor.
2.6. Commission to Vendor For Sales Lead to Distributor. Subject to
the mutual agreement of Vendor and Distributor, in the event that Vendor
provides a new sales lead to Distributor that results in the sale of the
Products, Distributor shall pay to Vendor a commission equal to twenty-five
percent (25%) of the gross profit for the Products, where gross profit shall
mean the difference between the price paid by the customer (where Distributor
will determine the customer price for the Products on a case by case basis) and
the price paid by Distributor for the Products. Sales leads for rental contracts
provided by Vendor to Distributor will be dealt with on a case by case basis by
mutual agreement between Vendor and Distributor. Any repeat orders will be dealt
with on a case by case basis by mutual agreement between Vendor and Distributor.
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2.6.1. Payment. Distributor hereby agrees to provide to Vendor