17. SALE OF PRODUCTS BY DISTRIBUTOR
Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in the
Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products
in the Territory.
A. The parties have consulted together and now agree that if Distributor's best efforts are used as
provided in this Section, a minimum of [SPECIFY] Products ("Annual Market Potential") will be
purchased and distributed in the Territory during the first year of this Agreement.
B. At the beginning of each subsequent year hereunder the parties will consult together in good
faith and agree on the Annual Market Potential applicable to that year; provided, however, that
if they cannot agree, the Annual Market Potential for the immediately Preceding year will apply
to the current year.
18. COMPETING PRODUCTS
Distributor agrees that it will not distribute or represent any Products in the Territory which compete with
the Products during the term of this Agreement or any extensions thereof.
19. NEW PRODUCTS
If Company or any Affiliate now or hereafter manufactures or distributes, or proposes to manufacture or
distribute, any product other than the Products, Company shall immediately notify, or cause such Affiliate
to notify, Distributor of that fact and of all details concerning that product. Distributor may request from
Company distribution rights for that product in the Territory, or any portion thereof, and if so requested,
Company shall grant, or shall cause the subject Affiliate to grant, such distribution rights to Distributor on
terms and conditions no less favorable than th ose provided in this Agreement with respect to Products.
If Distributor does not obtain those distribution rights or obtains them only for a portion of the Territory,
and Company or an Affiliate later desires to offer those distribution rights for the Territory or any portion
thereof to another party, Company shall first, or shall cause such Affiliate to first, make that offer in writing
to Distributor on terms and conditions which shall be specified fully in that offer. That offer shall contain a
full description of the subject product and its operation.
Distributor may request, and Company shall promptly provide, or shall cause such Affiliate promptly to
provide, further information concerning the product or the offer. If Distributor fails to accept such offer,
Company or the Affiliate may then offer the product to another party for distribution in the Territory, but
may not offer it on terms and conditions more favorable than those offered to Distributor. If Company or
the Affiliate desires to make a better offer to another party, Company shall first, or shall cause the affiliate
first to, make such better offer to Distributor in accordance with the procedure set forth above.
20. DISTRIBUTOR SALES, SERVICE AND STORAGE FACILITIES
A. Distributor shall, at its expense, engage and maintain a sales, service and products handling
organization in the Territory, staffed with such experienced personnel as are necessary to
enable distributor to perform its obligations under this Agreement.
B. Distributor shall, at its expense, maintain facilities and personnel in the Territory that will
enable it promptly and satisfactorily to perform, at a reasonable price, all necessary servicing
of Products sold by Distributor. To assist Distributor in the discharge of this service and
maintenance function, Company shall provide service and maintenance training, without
charge, to any reasonable number of Distributor's personnel as Distributor shall designate.