d. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture
relationship between the parties.
5. 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.
6. 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.
7. ADVERTISING
Distributor shall be entitled, during the term of the distributorship created by this Agreement and any
extension thereof, to advertise and hold itself out as an authorized Distributor of the Products. At all times
during the term of the distributorship created by this Agreement and any extension thereof, Distributor
shall use the Trademarks in all advertisements and other activities conducted by Distributor to promote
the sale of the Products.
a. Distributor shall submit examples of all proposed advertisements and other promotional materials
for the Products to Company for inspection and Distributor shall not use any such advertisements
or promotional materials without having received the prior written consent of Company to do so.
b. Distributor shall not, pursuant to this Agreement or otherwise, have or acquire any right, title or
interest in or to Company's Trademarks.
8. 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 those 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