Common use of Marketing Manager Clause in Contracts

Marketing Manager. a) AmBev shall have the exclusive right to nominate a person familiar with the AmBev marketing policies, standards and procedures to act as the marketing manager for the Territory (the "MARKETING MANAGER"); provided that, if at any time, Quinsa advises AmBev that the nature or scope of sales of Licensed AmBev Beer in any portion of the Territory covered by the Marketing Manager are such that it is not practicable or advisable for the Marketing Manager to continue to be the marketing manager for the entire Territory, AmBev will nominate another such person or persons to act as marketing managers for the portion or portions of the Territory as to which Quinsa provides such advice (all such persons so designated by AmBev being referred to herein collectively as the "MARKETING MANAGERS"). The appointment of any Marketing Manager shall require the mutual consent of AmBev and Quinsa; provided Quinsa shall hire each of the Marketing Managers as its own employee, pay the salary of, and all other employee compensation for, each of the Marketing Managers and for up to two additional persons selected by the Marketing Managers to assist them in the performance of their duties under this License Agreement. The Marketing Managers shall report to Quinsa's marketing director (the "QUINSA MARKETING DIRECTOR") and shall have the responsibilities and authority set forth below in this Section 3.2. AmBev and Quinsa shall each have the right to propose the removal of any Marketing Manager so long as such proposal is made in good faith and based on the failure or alleged failure of such Marketing Manager to competently perform his/her duties. The Party proposing the removal of any Marketing Manager shall notify the other Party of the reasons why such removal is requested and the Party receiving such notice shall consider in good faith the removal of such Marketing Manager. The removal of any Marketing Manager shall require the mutual agreement of AmBev and Quinsa; provided that neither Party may unreasonably withhold its consent to a removal proposed by the other Party. Notwithstanding the foregoing, AmBev shall have the right to promote any individual in the position of Marketing Manager at any time within AmBev's organization without Quinsa's prior approval. Upon removal of a Marketing Manager, AmBev shall designate and Quinsa shall appoint a new Marketing Manager in place of the removed Marketing Manager. b) Each Marketing Manager, with respect to the portion of the Territory for which such Marketing Manger shall: (i) work with the Quinsa Marketing Director in developing, using criteria and a format substantially similar to those used by Quinsa in connection with Beer produced and sold by Quinsa other than the AmBev Licensed Beer (the "QUINSA BRANDS"), and presenting for approval pursuant to Section 3.4, a proposed annual marketing plan for Licensed AmBev Beer; (ii) work with the Quinsa Marketing Director in overseeing and managing the implementation of the Marketing Plan provided that Quinsa shall fully cooperate with and assist the Marketing Manager in so implementing the Marketing Plan; (iii) act as a liaison between AmBev and Quinsa with respect to marketing, advertising and promotional materials, plans and activities relating to Licensed AmBev Beer and, as such, provide to Quinsa all information reasonably requested by Quinsa concerning AmBev's brand design parameters, bottles, labels, cans and closures; and (iv) submit to Quinsa Board of Directors' prior approval, any material modifications to any Marketing Plan.