Marketing Obligations Sample Clauses
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Marketing Obligations. (a) The Parties hereby agree to undertake and perform, in lieu of the marketing activities called for under the SMA prior to the fifth Anniversary Date, the marketing and other obligations and to pay the amounts set forth in Exhibit A, as may be further detailed in the Marketing Plans agreed upon by the Parties from time to time. Notwithstanding Section 2.1.2 of the SMA, (i) Itau's marketing obligations under the SMA as amended by this MOA shall not be in Itau's discretion except when expressly provided herein, (ii) any Marketing Plans shall be jointly created and agreed upon by the Parties before any such Marketing Plans are effective, and (iii) Itau shall be obligated to spend the amounts, and commit the resources, described in Exhibit A. Notwithstanding Section
6.1 of the SMA, all marketing materials shall be subject to the approval of the Parties except as expressly provided otherwise herein. Notwithstanding anything to the contrary in the SMA, the Marketing Committee's sole responsibility shall be to jointly review and agree upon those marketing obligations that call for the approval of all Parties. For the avoidance of doubt, notwithstanding this MOA, Itau shall continue to have the obligation to engage in a commercially reasonable level of marketing after the expiration of the five-year period after the Launch Date, as required by Section 2.1.2 of the SMA.
(b) Notwithstanding the definition of "Material Marketing Breach" contained in the SMA, the term "Material Marketing Breach" shall mean a circumstance whereby Itau is obligated, or would have been obligated in the absence of the annual caps specified in Sections 5(a)(iii), 5(a)(iv) and 5(b)(ii) of Exhibit A (and for the purposes of the calculation excluding the 120% factor used in calculating the Distribution Payments and Promoters Payments), with respect to any two of the immediately preceding four Quarters, to make Marketing Payments to AOLB of more than 50% of the maximum potential Marketing Payments for each of such two Quarters, where the maximum potential Marketing Payments for any Quarter shall be the maximum Marketing Payment Itau would have been liable to make if it had failed to perform all of its obligations in such Quarter (excluding for the purposes of the calculation the 120% factor used in calculating the CD Distribution Payment and Promoters Payments).
Marketing Obligations. Distributor will, at its sole cost and using Commercially Reasonable Efforts, Market the Product in the Territory throughout the Term of the Agreement. Without limiting the foregoing, Distributor shall (i) deliver a minimum of [***] sales force Product details per quarter during the Sales Commitment Period, (ii) promote the Product in a P1 detail position during the first [***] of the Sales Commitment Period, (iii) promote the Product in a P1 or P2 detail position during the remaining [***] of the Sales Commitment Period, (iv) employ a minimum of [***] salespersons to detail the Product on a full-time basis throughout the Sales Commitment Period of the Agreement, provided, however, that if one or two vacancies occur, Distributor will use good faith efforts to fill such vacancy or vacancies in a timely manner, provided that in no event shall there be less than [***] salespersons that detail the Product on a full-time basis at any time, and (v) use good faith efforts to ensure that its salespersons incentive compensation plan corresponds to and reflects the detailing position of the Product, including ensuring that the Product shall represent the highest percent targeted payout of any product or group of products (including the multivitamin group) in Distributor’s incentive compensation plan for the first [***] of the Sales Commitment Period and not less than any other product or group of products (including the multivitamin group) in Distributor’s incentive compensation plan during the remaining [***] of the Sales Commitment Period, provided, however, that in no event shall such quarterly incentive compensation payments for the Product as a percentage of total compensation payments to the sales force be less than [***] during the first [***] of the Sales Commitment Period or less than [***] thereafter until the end of the Sales Commitment Period. Distributor shall also be subject to the Minimum Net Sales Requirements set forth in Schedule D. The obligations under this Section 3.1 shall terminate if a Generic Equivalent of a Third Party becomes available in the Territory.
Marketing Obligations. Distributor agrees to use its best efforts to successfully promote and distribute the Product, at its own expense, in the Territory using diligent and vigorous efforts to maximize sales and market penetration at the earliest date. Such efforts shall include, but are not limited to, preparing promotional materials, advertising the Product in trade publications within the Territory, participating in appropriate trade shows within the Territory, and directly soliciting orders from customers within the Territory for the Product. Subject to Micrus’ approval and obligations under Article VIII hereof, Distributor shall also be responsible for all quality control, lot release for Distributor’s requirements, promotional activities, marketing and selling efforts, distribution and technical services. All promotional materials developed by Distributor shall be submitted to Micrus for approval before such materials are distributed by Distributor. Micrus shall promptly review such materials, and if no written response is provided by Micrus within thirty (30) days after receipt of such material, then the material will be deemed to have been approved by Micrus.
Marketing Obligations. The VAR shall:
5.3.1. act consistently with WeBill’s marketing, sales, services and maintenance policies as may be communicated to the VAR from time to time; and
5.3.2. immediately refer to WeBill all queries or orders relating to the Software received by the VAR from any person outside the Territory.
Marketing Obligations. Licensee shall: (1) act with commercially reasonable judgment and diligence to develop commercially marketable Licensed Products, and to develop competitive markets for those Licensed Products, in order to maximize royalties payable to LSU; (2) act with commercially reasonable judgment and diligence to obtain any state, federal, or other governmental licenses or regulatory clearances necessary for Licensee's intended use of Licensed Products; and (3) review Licensee's progress of the above performance obligations with appropriate LSU personnel at intervals of twelve months to assure a reasonable level of contact, communication, and compliance.
Marketing Obligations. The parties agree to perform the following marketing activities:
a. Company may, at its option, participate in the then current partner program at the Solution Partner Partnership level, provided that Company pays all associated fees. Company acknowledges that there is an annual fee required if it chooses to participate at this level.
b. For a period of six months from the Novell SDK FCS Date (or longer as mutually agreed) and subject to Novell's approval as to form and content, Novell will include a one page marketing insert in the Novell Developer Solution Pack that is distributed at trade shows, conferences and other events. Company will be responsible for printed material production costs and delivery to Novell.
c. Novell and Company will cooperate to issue a joint press release to communicate the relationship between the parties. The press release will be issued at a date determined by Novell, but no later than 45 days from the Effective Date. Company will be responsible for drafting the press release and working with Novell PR on editing and approval cycles. Novell and Company will cooperate on futu▇▇ ▇▇▇▇▇ ▇▇▇eases announcing product releases, success stories, and other newsworthy events as mutually agreed by both parties. Novell will support Company's press relations efforts through supporting quotes for Company's press announcements and, when appropriate, provide a spokesperson and/or participation in Company's press events.
d. Novell and Company will provide links to the partner section of their respective web sites.
e. Company will be provided the opportunity to participate in selected marketing opportunities and programs as described in the then current Novell Partner Opportunity Planner and the then current Solution Partner Program Guide.
Marketing Obligations. 17 Article 9 -
Marketing Obligations. If, and only if, a Service is to be marketed on an exclusive basis, Marketing Representative shall solely promote and market that Service to Residents and Marketing Representative shall not market or promote any services that are competitive with the exclusive Service on the Property to Residents.
Marketing Obligations. ACES hereby covenants and agrees to:
(a) use commercially reasonable efforts to market and sell the Product and to promote, develop and exploit the market for the Product in the Territory;
(b) devise and implement a Marketing Program with the purpose of promoting sales, leases and commercial exploitation of the Product throughout the Territory;
(c) assist in devising promotional Product brochures and other written materials for potential purchasers and users;
(d) assist in devising Product promotional videos and other promotion via the internet;
(e) conduct trade shows and Product demonstrations;
(f) ensure that all marketing materials bear the phrase or words to the effect of: Distributed by ACES Pty Ltd as authorised distributor of VendingData Corporation. Patent pending; and
(g) not make marketing claims or representations inconsistent with VDC’s Product information.
Marketing Obligations. Distributor shall display Generac identification signs of the type and in a manner and in places approved by Generac, including, but not limited to signs on the Distributor’s facilities. All signage, advertising and branding must be in line with Generac’s policies and guidelines and will be displayed in a type and manner approved by Generac. Distributor will participate in marketing, advertising and branding programs as requested by Generac.