IT IS AGREED AS FOLLOWS
1.1 The Company grants to the Affiliate the right to market, promote, and sell the Company’s Proprietary Teeth Aligner Product/s hereinafter called “the Products” in the following territory: Australia & New Zealand
2-Good Faith and Fair Dealing
2.1 In carrying out their obligations under this agreement all parties will act in accordance with good faith and fair dealing.
2.2 The provisions of this agreement, as well as any statements made by the parties in connection with this business relationship, shall be interpreted in good faith.
3.1 The Affiliate agrees to use its best efforts to promote the sale of the Products and shall protect the Company’s interests with the diligence of a responsible businessperson.
4-Fees Payable to the Affiliate
4.1 The Affiliate shall receive AU$100 for each standard aligner treatment sale of AU$2299 and 10% of the sale price of all other products (excluding Teeth Impression Kit and Retainers).
4.2 The Company will pay the Affiliate within 48 hours of receipt of payment by the customer.
4.3 The Affiliate will not receive commission on sales to themselves.
5-Company's Trademarks and Symbols
5.1 The Affiliate may use the Company’s trademarks, trade names or any other symbol only for the purpose of identifying and advertising the Products within the scope of the agreement and in the Company’s sole interest.
5.2 The Affiliate agrees neither to register, nor to have registered, any trademarks, trade names or symbols of the Company (or which are confusingly similar to the Company).
5.3 The right by the Affiliate to use the Company trademarks, trade names or symbols, as provided for under the first paragraph of this Article, shall cease immediately upon the expiration or cancellation, for any reason, of the present agreement.
5.4 The Affiliate shall notify the Company of any infringement of the Company’s trademarks, trade names or symbols, or other industrial property rights, in particular patent rights, which are brought to the Affiliate’s attention.
6.1 The Affiliate agrees not to disclose to third parties any Confidential information disclosed to him by the other party in the context of this agreement.
7.1 The parties hereby agree that a violation of the provisions under this agreement is to be considered prima facie evidence of a substantial breach of the agreement.
7.2 In the case of a substantial breach by the Affiliate or in the case of exceptional circumstances justifying an early cancellation, the Company may cancel this agreement with immediate effect.
7.3 The agreement may also be terminated by the Company with immediate effect in the case of change of control, ownership and/or management of the Affiliate.
7.4 This agreement is non-transferable.
8.1 The Company reserves the right to modify this agreement.