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VCS will ensure that each Sales Representative, District Manager, Project Manager and VCS National Sales Director receives the appropriate new-hire information package set forth in Schedule A-1D to this Agreement, as the same may be amended from time to time with the prior written approval. Such engagement shall be on a nonexclusive basis and client shall at all times have the right to engage any other Person to provide services (including, without limitation, services similar to the Services) that client, in its sole discretion, deems necessary or appropriate. Client shall pay to VCS a monthly amount for each Leased Vehicle as set forth on Schedule B-Y. Client shall, at the written request of VCS, discuss in good faith the reason for the required reduction in Reconciled Pass-through Expenses and the impact of such reduction on VCS and its ability to achieve the At-Risk Management Fee, but client shall make the final. The Representative shall accurately represent and state Company policies to all present and potential customers. VCS shall request that client approve particular Reconciled Pass-through Expense items prior to incurrence thereof and once approved by client in writing, client shall pay the same when invoiced. Auditee is defined in Section.6(b i) of this Agreement. Client reserves the right to add additional Products to be Detailed by the Sales Representatives at no additional cost to client, except that: (i) client shall pay documented incremental costs (.g., training, distribution, sample costs and Detail aids) that have been approved by client and. Client has the lawful authority necessary to market and sell the Products in all geographic regions where the Products are to be promoted under this Agreement. Commissions are calculated as follows: (a) commission percentage FOR included products of the Net Amount that the Company charges for orders cheese and Worms of the Products placed through the Representative (other than to Existing Customers and their affiliates and (b) commission percentage FOR other products of total Net Amount that the.
xvi - schedulompensation - fees payable TO VCS. Merger This Agreement supersedes all prior arrangements and understandings between the Parties related to the subject matter of this Agreement. xii - client shall be responsible to ensure that the Distribution Agent is compliant with all applicable federal and state Laws, including the pdma and the regulations of the FDA.
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Client is solely responsible for reviewing and approving any of its product promotional materials and literature and any other materials or information provided by it to VCS and for ensuring all such materials or information comply with Laws. Client shall be responsible for the shipment of samples directly or through the Distribution Agent to the VCS Sales Representatives. This Agreement does not constitute a grant to VCS of any property right or interest in the Products or the trademarks owned by or licensed to client or an Affiliate of client and/or any other intellectual property rights that client owns now or in the. Attendance at all district and national meetings and all nightly or weekend promotional dinners or events is mandatory. Client shall provide VCS with a written policy setting forth all of VCS responsibilities and obligations with respect to third party communications, Adverse Events and compliance with any Pharmacovigilance Agreement (as set forth in this Section.4 ). Law means (a) any law (including the common law statute, by-law, drive - By - Wire Cars are the Future rule, regulation, order, ordinance, treaty, decree, judgment, and (b) any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law. Significant Loss is defined in Schedule A-2. In the event, however, that the dispute at issue involves an amount greater than the Arbitration shall be conducted by a panel of three (3) arbitrators (collectively, with the Threshold 1 Arbitrator, the Arbitrators ).