c.
The sale or other disposition of all of [COMPANY]’s assets; or
d. One of the parties committed an illegal or unapproved action; or
e. [OTHER]
12.4
Duties Upon Termination
a.
Provided termination is not a result of a material breach of Sections 13 and 25, the parties agree
to continue their cooperation in order to effect an orderly termination of their relationship.
b.
Upon termination, Distributor shall have no right to order or receive any additional copies of the
Products and all of Distributor's rights and licenses granted hereunder shall immediately cease.
Within [NUMBER] days of termination, Distributor shall return all copies of any promotional
materials, marketing literature, written information and reports pertaining to the Products that
have been supplied by Company.
c.
All monies or Products, owed or given in advance, shall be returned to the owed party within
[NUMBER] calendar days after receipt of written notice of termination by the terminating party.
13. CONFIDENTIAL INFORMATION
Written Technical data, drawings, plans and engineering in technical instructions pertaining to the
Products are recognized by Distributor to be secret and confidential and to be the property of Company.
Those items shall at all times and for all purposes be held by Distributor in a confidential capacity and
shall not, without the prior written consent of Company, (i) be disclosed by Distributor to any person, firm
or corporation, excepting those salaried employees of Distributor who are required to utilize such items in
connection with the sale, inspection, repair or servicing of Products during the term of the distributorship
created by this Agreement or any extension thereof, or (ii) be disclosed to any person, firm or corporation,
or copied or used by Distributor, its employees or agents at any time following the expiration or
termination of the distributorship created by this Agreement or any extension thereof, except where such
use is necessary in order to maintain or service Products still covered by the warranty at the time of such
expiration or termination. Company may require as a condition to any disclosure by Distributor pursuant
to this Section that any salaried employee to whom disclosure is to be made sign a secrecy agreement,
enforceable by Company, containing terms satisfactory to Company.
14. TERMS OF PURCHASE AND SALE OF PRODUCTS
a. Distributor shall purchase its requirements for the Products from Company. Such
requirements shall include (i) purchasing and maintaining an inventory of Products that is
sufficient to enable Distributor to perform its obligations hereunder, and (ii) at least one (1)
demonstration model of the Goods and Accessories.
b. Each order for Products submitted by Distributor to Company shall be subject to the written
acceptance of Company, and Company may, in its own discretion, accept or reject any order
for Products without obligation or liability to Distributor by reason of its rejection of any such
request.
c. Company shall supply to Distributor sufficient Products to enable Distributor to meet the full
demand for Products in the Territory.
d. All orders for Products transmitted by Distributor to Company shall be deemed to be
accepted by Company at the time such orders are received by Company to the extent that