JOINT MARKETING AGREEMENTAdvertising or Marketing Agreement |
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Exhibit 10.48
JOINT MARKETING AGREEMENT
This JOINT MARKETING AGREEMENT, dated as of March 28, 2005, is by and between SONY ELECTRONICS INC., with offices at 1 Sony Drive, Park Ridge, New Jersey 07656-8003 (“Sony”), and GLOWPOINT, INC., with an office at 225 Long Avenue, Hillside, New Jersey 07205 (“Glowpoint”).
WITNESSETH:
WHEREAS, Glowpoint and Sony have entered into a Sales Agent Agreement dated the date hereof (the “Sales Agent Agreement”) pursuant to which Sony has agreed to market and sell certain customized services (the “Services”) of Glowpoint; and,
WHEREAS, Glowpoint and Sony desire to engage in certain joint marketing activities and other joint initiatives with respect to the Services in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and premises hereinabove and hereinafter set forth, the parties hereby agree as follows:
1. Coordination.
In order to coordinate the joint marketing efforts contemplated by this Agreement, Sony and Glowpoint shall schedule periodic marketing and planning sessions. Such sessions will be held at least quarterly and will include representatives from the videoconferencing related marketing teams of Sony and Glowpoint. Sony and Glowpoint will jointly determine a quarterly budget relating to all such joint marketing efforts, subject in each case to approval by David Trachtenberg of GlowPoint and Michael McCausland of Sony.
2. Term.
The term of this Agreement shall commence on the date first above written hereof and, unless terminated earlier as provided herein, continue for a period of one (1) year.
3. Events and Conferences.
Sony shall demonstrate the customized Services at various events and conferences, and will offer Glowpoint the opportunity to participate as a co-exhibitor in such events and conferences. If Sony and Glowpoint are co-exhibitors at an event or conference where the customized Services are being demonstrated, Sony and Glowpoint will share equally the cost of the Glowpoint circuit and connectivity for the event. If Glowpoint is not participating in the event, Glowpoint will provide the Glowpoint circuit and custom connectivity to Sony at a discount off of Glowpoint’s retail rate. Glowpoint will participate with Sony as a co-exhibitor at the NAB conference in Las Vegas from April 16 to April 21, 2005 and the BEA educational extension of NAB, and at InfoComm in Las Vegas in June 2005.
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4. Trademarks, Logos, etc.
A. Sony shall grant Glowpoint permission to use certain Sony designated trademarks, insignia and symbols (the “Sony Marks”) in connection with the Services to create and market the customized version of Glowpoint’s IP videoconferencing services as contemplated by the Development Agreement between the parties dated the date hereof (the “Development Agreement”), provided that such use conforms to this Agreement and Sony’s standards and guidelines, as may be revised from time to time by Sony giving Glowpoint notice thereof; provided, further that Sony reserves the right to withdraw this grant with respect to any or all of the Sony Marks immediately upon giving Glowpoint notice thereof in the event that Sony discontinues the use of any such Sony Marks to identify the Services. Glowpoint shall not do business under any of the Sony Marks or derivatives or variations thereof. The Sony Marks may only be used by Glowpoint to advertise and promote the Services or as otherwise agreed to in writing by Sony, and may not be used to identify and/or distinguish Glowpoint.
B. Glowpoint will submit all Glowpoint-initiated advertisements or promotions, including without limitation, any materials appearing on websites, using the Sony Marks or any reference thereto that have not been provided by Sony in writing for such purpose to Sony for prepublication review and written approval by Sony with respect to, but not limited to, context, style, appearance, composition, timing and media (i.e., form of transmission). At all times, Glowpoint will strictly adhere to the trademark usage guidelines provided by Sony. Glowpoint may not use, include or refer to any Sony Mark or any name of Sony or its affiliated companies or any abbreviation, contraction or simulation thereof in any unsolicited email or facsimile.
C. Glowpoint will not alter or remove any of the Sony Marks applied to the Services without the prior written approval of Sony. Nothing in this Agreement will create in Glowpoint any rights in the Sony Marks.
D. Glowpoint shall grant Sony permission to use certain Glowpoint designated trademarks, insignia and symbols set forth in Exhibit A (the “Glowpoint Marks”) in connection with the Services to market and communicate the customized version of Glowpoint’s IP videoconferencing services as contemplated by the Development Agreement, provided that such use conforms to this Agreement and Glowpoint’s standards and guidelines, as may be revised from time to time by Glowpoint giving Sony notice thereof; provided, further that Glowpoint reserves the right to withdraw this grant with respect to any or all of the Glowpoint Marks immediately upon giving Sony notice thereof in the event that Glowpoint discontinues the use of any such Glowpoint Marks to identify the Services. Sony shall not do business under any of the Glowpoint Marks or derivatives or variations thereof. The Glowpoint Marks may only be used by Sony to advertise and promote the Services or as otherwise agreed to in writing by Glowpoint, and may not be used to identify and/or distinguish Sony.
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E. Sony will submit all Sony-initiated advertisements or promotions, including, without limitation, any materials appearing on websites, using the Glowpoint Marks or any reference thereto that have not been provided by Glowpoint in writing for such purpose to Glowpoint for prepublication review and written approval by Glowpoint with respect to, but not limited to, context, style, appearance, composition, timing and media (i.e., form of transmission). At all times, Sony will strictly adhere to the trademark usage guidelines provided by Glowpoint. Sony may not use, include or refer to any Glowpoint Mark or any name of Glowpoint or its affiliated companies or any abbreviation, contraction or simulation thereof in any unsolicited email or facsimile.
F. Sony will not alter or remove any of the Glowpoint Marks applied to the Services without the prior written approval of Glowpoint. Nothing in this Agreement will create in Sony any rights in the Glowpoint Marks.
G. Sony will not use any advertising that uses the Glowpoint Marks including, without limitation, any materials appearing on websites, which shows and identifies items marketed by Sony for non-Glowpoint companies, unless such items are clearly separated from and not associated with the Glowpoint Marks. Sony will not use the Glowpoint Marks in any way to imply Glowpoint’s endorsement of non-Glowpoint products and/or services.
5. Marketing Materials and Related Activities.
A. Glowpoint shall make available to Sony, for purposes of marketing the Services, electronic versions of customer contracts, order forms, promotional materials, sales literature and sales aids. Glowpoint will also make available to Sony customer communications materials, in electronic format, for branding and delivery to customers. Sony will not alter, amend or otherwise revise the materials referred to in this Paragraph 5A without prior written approval by Glowpoint.
B. Glowpoint shall provide and maintain its PartnerPoint website at www.glowpoint.com/partnerpoint, or other Sony specific content location communicated to Sony by Glowpoint, for Sony to access for sales, marketing and technical information with respect to the marketing of the Services.
C. Sony shall make those Sony locations where it has established a demonstration room for its videoconferencing products that are actually running the Services available to Glowpoint for purposes of allowing Glowpoint to demonstrate the Services to potential customers.
D. Sony and Glowpoint shall endeavor to come up with an appropriate co-brand for the Services. Until Sony and Glowpoint have reached agreement on the appropriate brand for the Services, the parties may refer to the Services as “Sony powered by GlowPoint.
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E. Upon the expiration or termination of this Agreement, Glowpoint shall cease providing and supporting the Services and shall transition the customers that have subscribed for the Services to a Glowpoint-branded solution.
6. Executive TL-50 Program.
A. Glowpoint shall support Sony in providing the customized Services for Sony’s planned Executive TL-50 external seeding program at no more than 63 sites (unless mutually agreed to by the parties) in which Sony’s resellers, system integrators and corporate customers will participate. The following considerations will apply to the program:
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Potential new Glowpoint customers only; Glowpoint will have the ability to participate in selection |
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Qualifies for SDSL/512k Unlimited Plan |
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Six (6) months free subscription service |






