Exclusive Distribution Agreement Page 5
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6.2
Payment for Minimum Purchase. Notwithstanding any other provision of this
Agreement to the contrary, Distributor shall pay an amount of EURO ____________
for the first order of ____________Eldor Spinal Needles before the signing of this
Agreement, with respect to Year 1.
6.3
Failure to Meet Minimum. Failure to meet such minimum requirements shall constitute a
material breach of this Agreement for the purposes of Section 13 (Termination and
Term) thereof; provided, however, that in lieu of terminating this Agreement pursuant to
such section based on such breach, Developer may instead elect in its sole discretion to
change the exclusive rights granted to Distributor under Section 1 (Products and
Territory) hereof to non-exclusive rights, in which case Developer shall then have the
right to appoint additional non-exclusive distributors in the Territory and the right to sell
the Products itself in the Territory, either directly (including without limitation with the
assistance of sales representatives) or through one or more of its affiliates.
7.
Reporting
Distributor shall provide Developer with written quarterly reports, which shall include
customer call reports, business trends, production planning of Distributor's primary
customers in the Territory, market forecasts and other reports reasonably requested by
Developer, including without limitation reports required for regulatory purposes.
8.
Trademarks, Service Marks and Trade Names
8.1
Right to Use. Distributor may use Developer's trademarks, trade names and service
marks listed below (hereinafter referred to as the "Trademarks") on a non-exclusive basis
in the Territory only for the duration of this Agreement and solely for display or
advertising purposes in connection with selling and distributing the Products in
accordance with this Agreement.
ELDOR
8.2
Quality Control. In order to comply with Developer's quality control standards,
Distributor shall: (i) use the Trademarks in compliance with all relevant laws and
regulations; (ii) accord Developer the right to inspect during normal business hours,
without prior advance notice, Distributor's facilities used in connection with efforts to
sell the Products in order to confirm that Distributor's use of such Trademarks is in
compliance with this Section; and (iii) not modify any of the Trademarks in any way and
not use any of the Trademarks on or in connection with any goods or services other than
the Products.
9.
Covenant Not to Compete
During the term of this Agreement, and for 12 months thereafter, Distributor shall not
market directly or indirectly in the Territory products which are competitive with the
Products.
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