This agreement and the attached statement (which is expressly included in this reference) contain the full and comprehensive agreement between the parties regarding the purpose of this agreement. It replaces all previous negotiations, submissions and proposals, in writing or any other means, relating to its purpose. Changes, amendments or amendments to this agreement must be established by a text signed by the authorized representatives of both parties. The distributor recognizes and accepts that any failure of the supplier to impose at any time or for a certain period of time is not considered or interpreted as a waiver of these provisions or as the supplier`s right to apply each of these provisions. This agreement can be concluded in several counter-pieces, each being considered original. The provisions of this contract, which are not fully met by the express terms of this agreement for the duration of the agreement, remain beyond the termination of that agreement, to the extent that this is applicable. For the services it offers to its client publishers, IPG collects a fee based on the net tally generated by sending each publisher`s titles. The « net count » is the amount charged to customers (excluding transportation costs) net of the amounts credited for returned books. The distributor is not authorized to print, mail or otherwise use headers, business cards, literature, signage or other insurance on behalf of the supplier (or one of its related companies) or to make commitments on behalf of the supplier (or one of its related companies) without the express written permission of the supplier. The distributor expressly accepts that this agreement does not grant a licence for the use of suppliers (or any of the brands, trade names, service marks or logos (together the « supplier brands »). However, the distributor may indicate in its advertising and marketing materials that it is a distributor of supplier products and that it uses, if necessary, the supplier brands in its sales/marketing efforts. At the supplier`s request, the distributor will place references to trademarks, copyrights and related patents in its advertisements, advertising brochures and other marketing materials for supplier products. The supplier reserves the right to verify the distributor`s marketing and sales materials before they are published or used.
As a result of this use or reference, the distributor will not be entitled to any rights and all of these rights, including value, will be conferred on the supplier and transferred to the supplier. The distributor cannot sell/compete with the supplier`s products through third parties (. For example, initial equipment manufacturers, distributors, resellers or other distributors or representatives) without the supplier`s prior written consent on the proposed relationship (including the specific terms of that relationship). However, many client-focused ipg clients have active programs and tools to sell their securities to organizations that do not primarily sell books.