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.
