The distributor shall fix the selling price and royalties at which it sells or licenses the supplier products in the territory. The distributor is solely responsible for the costs related to the distribution of the supplier products, including selling costs, import duties, all bank charges, shipping and processing costs, installation or other operating costs, accreditation fees, transfer fees and other payment-related fees, as well as taxes, except for the fact that the merchant is not held responsible for taxes based on the supplier`s income. Supplier may provide Distributor with certain confidential or protected information (“Confidential Information”). Confidential information includes information, whether written, electronic or oral, that the distributor is aware of or reasonably known to be the owner, confidential or trade secret of the supplier, including all technical or commercial information, the software, including its source codes and documentation, specifications and design information of supplier products, service information, customer lists, pricing information, marketing information, guidelines, procedures and manuals regarding the supplier`s distributors or distribution channels, research and development and other ownership matters concerning supplier products or supplier activities. The Distributor shall not use the Confidential Information unless this is necessary for the exercise of its rights or the fulfilment of its obligations under this Agreement. The Distributor shall also limit its disclosure of confidential information to those who need to know such confidential information in order for the Distributor to fulfil its obligations and enjoy the rights conferred on it by this Agreement. Such persons are informed of the provisions of this section and agree with them and the merchant remains responsible for any unauthorized use or disclosure of confidential information by any of them. At the end of this Agreement (or earlier, at the Request of the Supplier), the Distributor must cease using all Confidential Information and immediately return to the Supplier (or destroy) in its possession or control (or at the request of the Supplier) all documents (written or electronic) that constitute Confidential Information. During the term of this Agreement and thereafter, neither the Distribution Partner, nor the Distributor`s personnel, nor the Independent Contractors, nor any other representative (a) may recompose, decompile or dissasm the Supplier Products by the Products themselves or by other information made available to them, or (b) use for support purposes confidential information or training provided by the Supplier that: a third party or other maintenance service.
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