in Section 6.b of this Agreement, and Distributor wishes to appoint
CCL to perform such services with respect to the Products as part of
Distributor's sale of Products in the Territory, with performance to commence as
of the Commencement Date.
***
Portions hereof have been omitted and filed separately with the Securities
and Exchange Commission pursuant to a request for confidential treatment in
accordance with Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
2.
Appointment.
a.
With effect from the Commencement Date, HBC appoints Distributor,
and Distributor accepts appointment, as a distributor of Products only to
Distributor's Accounts within the Territory.
Such appointment shall only be
exclusive if and to the extent so designated on Exhibit C hereto.
Such
appointment shall exclude any SKU/s deleted from distribution pursuant to
Sections 13.b. or 13.f. below.
Unless otherwise agreed in writing by HBC,
Distributor specifically covenants not to sell, market, distribute, assign or
otherwise transfer (collectively, "Transfer") in any manner any Products except
to the Distributor's Accounts which are set forth on Exhibit C, within the
Territory.
Distributor shall be entitled to appoint sub-distributors within the
Territory provided that the terms of such appointments shall not be inconsistent
with the terms and conditions of this Agreement and shall be subject to HBC's
rights hereunder.
HBC acknowledges that Distributor intends to appoint certain
sub-distributors with respect to certain specified portions of the Territory.
Distributor's appointment of sub-distributors shall be to supplement and augment
but not to replace or substitute, wholly or partially, any of Distributor's
obligations or any of Distributor's resources, performance capabilities, and/or
ability to fully perform all of Distributor's obligations under this Agreement,
including without limitation, as provided in Section 3 below, in the Territory.
Distributor will remain liable for the actions, omissions and performance of all
of Distributor's sub-distributors.
b.
Distributor hereby agrees not to Transfer any Products, either
directly or indirectly, to any other persons and/or entities located outside the
Territory nor to any persons and/or entities within the Territory for Transfer,
or to persons or entities with regard to whom Distributor has knowledge or
reasonable belief will distribute and/or sell the Products outside of the
Territory, except that, subject to all of the terms and conditions of this
Agreement, Distributor may Transfer Products to other bottlers or distributors
designated by KO that are authorized in writing by HBC for Transfer into such
bottler's or distributor's territory.
c.
Distributor acknowledges and agrees that it has no right to
distribute any products of HBC other than the Products identified in Exhibit A
hereto with an "X."
Any sales by HBC to Distributor of any products of HBC that
are not the Products identified in Exhibit A with an "X" and/or that are not
listed on Exhibit A, and/or any products sold by HBC to Distributor and/or its
sub-distributor(s) beyond the scope, term or after the termination of this
Agreement, with or without cause, for any reason or no reason at all (i) shall
not constitute,