Distribution Agreement Exclusive Territory

Supplier may provide Distributor with certain confidential or protected information (“Confidential Information”). Confidential information includes information, whether written, electronic or oral, that the distributor is aware of or reasonably known to be the owner, confidential or trade secret of the supplier, including all technical or commercial information, the software, including its source codes and documentation, specifications and design information of supplier products, service information, customer lists, pricing information, marketing information, guidelines, procedures and manuals regarding the supplier`s distributors or distribution channels, research and development and other ownership matters concerning supplier products or supplier activities. The Distributor shall not use the Confidential Information unless this is necessary for the exercise of its rights or the fulfilment of its obligations under this Agreement. The Distributor shall also limit its disclosure of confidential information to those who need to know such confidential information in order for the Distributor to fulfil its obligations and enjoy the rights conferred on it by this Agreement. Such persons are informed of the provisions of this section and agree with them and the merchant remains responsible for any unauthorized use or disclosure of confidential information by any of them. Upon termination or expiration of this Agreement, distributor has the right to sell its remaining inventory of products and spare parts on a non-exclusive basis as long as such inventory exists; provided, however, that the distributor complies with all the conditions of this Agreement, including those that limit the distributor`s activities. The distributor`s rights referred to in this Article 10 (a) shall be expressly subject to the possibility for the Supplier to repurchase the distributor`s inventory of products and spare parts in accordance with Article 10(b) of this Agreement. (a) ownership. Distributor acknowledges the exclusive ownership of the supplier of the Marks and does not acquire any right, title or interest in or in the Marks in this Agreement. Any goodwill related to brands will benefit the supplier exclusively. During the lifetime, the distributor may not attempt to register trademarks or trademarks, service marks, logos, brand names, trade names, domain names and/or slogans similar to the marks to be confused. Distributor executes such materials and undertakes all acts and things necessary at Supplier`s reasonable discretion to determine Supplier`s ownership of all rights in and to the Marks at Supplier`s expense.

The granting of territorial protection in a distribution agreement is not considered a `hardcore restriction`, provided that five conditions are met. . . .