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agreeable formats) for use solely in connection with activities under this Agreement.
h. Marketing Materials. The parties may provide each other with appropriate marketing collateral
and other promotional materials for distribution to their respective sales teams and Sales Targets.
The parties may mutually agree to create joint promotional material in connection with their
activities under this Agreement.
i. Demonstration Products. Company1 will provide Company2 with a reasonable number of copies
or units of demonstration products, at no cost to Company2, which may be used solely for
demonstrations to Sales Targets or Company2 employees.
j. Exhibitions and Conferences. The parties may agree to coordinate activities at appropriate
industry exhibitions and conferences.
k. Training. Company2 may send at least [insert] employee(s) to Company1’s training program for
[insert training description].
4. Contracting
a. Contracting. Unless otherwise agreed in writing, Company1 will enter into license, support,
and/or maintenance agreements for Company1 Products directly with the Sales Targets and
collect all associated fees, and Company2 will enter into a separate and independent services
agreement for Company2 Services directly with the customer and collect all associated fees.
b. Other Agreements. Notwithstanding the foregoing, neither party shall be obligated to enter into
any agreement with any other party, but the parties will negotiate in good faith with Sales Targets
and will not act in a manner intended to interfere with the cooperative purposes of this
Agreement. Company1 and Company2 will negotiate in good faith to enter into separate reseller
and/or referral fee agreements.
5. Expenses
Unless otherwise agreed to by the parties, each party will be responsible for the costs and expenses
incurred by it in connection with this Agreement.
6. Term and Termination
The term of this Agreement will continue unless either party terminates the agreement as provided
herein. Either party may terminate this Agreement at any time (a) in the event of a material breach by
the other party that has not been cured within fifteen (15) days written notice or (b) for any reason on
thirty (30) days written notice.
7. Trademarks.
Each party grants to the other a nonexclusive, nontransferable, royalty-free right to display such
party’s respective trademarks, service marks, and logos (the “Trademarks”), subject to the terms of
this Agreement and such party’s standard trademark usage guidelines (a copy of which will be
provided by each party). The use of all Trademarks will be subject to the approval of the other party,
which approval will not be unreasonably withheld or delayed. Neither party shall acquire any rights
of ownership to any copyrights, patents, trade secrets, trademarks or other intellectual property of the
other party. On termination, each party will cease using any materials that bear the Trademarks of the
other party.
8. Warranty Disclaimer.
NEITHER PARTY MAKES ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF
ANY KIND, EITHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE),
source: acc.com
