EXCLUSIVE DISTRIBUTION AGREEMENT
BETWEEN
DIAGNOS INC.
AND
RJL MARKETING SERVICES INC.
TABLE OF CONTENTS
1. DEFINITIONS
2. APPOINTMENT OF DISTRIBUTOR
3. TERM
4. CONSIDERATION
5. DISTRIBUTOR UNDERTAKINGS
6. ORDERING
7. SUPPORT AND UPDATES
8. CONFIDENTIAL INFORMATIONS
9. DISTRIBUTOR'S REPRESENTATIONS AND WARRANTIES
10. OBLIGATIONS OF DIAGNOS
11. PRICES
11.1 LICENSES
12. MINIMUM REVENUE AND SALES COMMITMENTS
13. PAYMENTS
14. RECORDS
15. PRODUCT SPECIFICATIONS CHANGES
16. INTELLECTUAL PROPERTY
17. DEMONSTRATION SOFTWARE
18. TRAINING AND CERTIFICATION REQUIREMENTS
19. LIMITED WARRANTY
20.iNDEPENDENT CONTRACTOR
21. NO ASSIGNMENT
22. DEFAULT AND TERMINATION
23. EFFECT OF TERMINATION
24. COMPLIANCE WITH LAWS AND STANDARDS OF CONDUCTS
25. FORCE MAJEURE
27. MISCELLANEOUS
EXCLUSIVE DISTRIBUTION AGREEMENT
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BETWEEN: |
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DIAGNOS Inc , a corporation organized and existing under the laws of Canada (hereinafter called "DIAGNOS"), |
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AND: |
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RJL Marketing Services Inc ., a corporation organized and existing under the laws of the State of Delaware, United States (hereinafter called "DISTRIBUTOR"). |
WHEREAS
DIAGNOS has developed and owns knowledge extraction software, the source code and object code relating thereto as well as considerable know-how and expertise relating thereto; and
WHEREAS DISTRIBUTOR has provided to DIAGNOS a forecast for the initial twelve (12) months set forth in Schedule A hereto and also made representations about its sales forces in United States which DIAGNOS has relied upon in entering into this Agreement.
NOW, THEREFORE, in consideration of the mutual premises and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto mutually covenant and agree as follows:
1. DEFINITIONS
"Agreement" means this Exclusive Distribution Agreement as amended and modified in writing by the parties hereto from time to time.
"Affiliate" means any person who controls, is controlled by or under common control with another person.
"Authorized Area" means (i) all executive, judicial, legislative and administrative branches of the United States of America Federal, state, municipal and local governments and any and all contractors with the United States of America's Federal, state, municipal law enforcement, other agencies and including all contractors and sub-contractors in support to them, save and except for Unauthorized Clients (as hereinafter defined); and (ii) all End Users in the bio-medical market in the United States of America.
"Confidential Information" means the Products, the business of DIAGNOS and its Affiliates and trade secrets of DIAGNOS and its Affiliates including, without limitation, company information regarding sources of information, customer and client lists (but excluding customer lists of the DISTRIBUTOR which shall be the sole and exclusive property of the DISTRIBUTOR), unique internal procedures relating to the operations of DIAGNOS and its Affiliates, methods of operation, internal procedures relating to the operation of DIAGNOS and its Affiliates, methods of operation, advertising and promotional techniques, statistics, marketing and sales plans and programs, financial information, proposals, costs, pricing information, concepts and ideas not publicly released by DIAGNOS or its Affiliates, compilations of information, records, specifications and manuals owned by DIAGNOS or its Affiliates, computer programs and related algorithms, flowcharts, architecture, source and object codes.
"Demonstration Software" means the available Products that are used internally by DISTRIBUTOR on the computer(s) listed in the applicable Demonstration Software Order Form(s) for demonstration and support purposes.
"Documentation" means technical manuals relating to the use of the Products by an End User prepared by DIAGNOS with regard to the Products.