Common use of Marketing Program Clause in Contracts

Marketing Program. SSG shall conduct a marketing program, commencing ----------------- promptly following the Effective Date and continuing through the period six (6) months after SSG's first commercial distribution or use of any SSG Product or related service (the "Marketing Project Period") to promote InterTrust Commerce ------------------------ Technology-based products and services as follows: (a) Prior to October 1, 1996, SSG, with InterTrust's assistance, shall develop a detailed outline for the marketing program (the "Marketing --------- Outline"), which shall be subject to each Party's reasonable approval. The ------- Marketing Outline will set forth, at a minimum, detailed proposed Marketing Activities (as defined below) on a quarterly basis, and a proposed schedule, budget, and expense allocation (the "Allocated Expenses") for --------- -------- SSG's cooperative marketing efforts in connection with the Marketing Activities (such allocation to include, as mutually and reasonably agreed by the Parties, pro rata portions of overhead and expenses as appropriate). (b) The Marketing Outline shall include, at minimum, the following activities, and other activities as the Parties may agree (collectively, the "Marketing Activities"): (i) advertisement of InterTrust prominently -------------------- in conjunction with SSG-advertised electronic commerce activities of SSG products and/or services; (ii) prominent placement on SSG's, and, as relevant, SOFTBANK Affiliates' primary world wide web page(s) of the InterTrust logo and such other reasonable, limited marketing statements that InterTrust may provide to SSG and that are mutually agreeable to both Parties; and (iii) such other activities as the Parties may mutually agree in order to feature InterTrust, such as utilization of the marketing and promotional means of certain SSG and/or SOFTBANK Affiliates (such as, for example, Phoenix Publishing Systems, Inc., SOFTBANK COMDEX Inc., and Ziff ▇▇▇▇▇ Publishing Company) (c) During the Marketing Project Period, SSG shall directly expend at least one million dollars (US$1,000,000) in Allocated Expenses to carry out the activities set forth in the Marketing Outline. Such expenditure shall be deemed to be a material obligation of SSG hereunder. If at the end of the Marketing Project Period SSG has spent less than one million dollars (US$1,000,000) pursuant to the marketing program (the amount so spent subtracted from $1,000,000 constituting the "Deficit ------- Amount"), SSG shall pay the entirety of such Deficit Amount directly to ------ InterTrust within thirty (30) days of the end of the Marketing Project Period.

Marketing Program. SSG shall conduct a marketing program, commencing ----------------- promptly following the Effective Date and continuing through the period six (6) months after SSG's first commercial distribution or use of any SSG Product or related service (the "Marketing Project Period") to promote InterTrust Commerce ------------------------ Technology-based products and services as follows: (a) Prior to October 1, 1996, SSG, with InterTrust's assistance, shall develop a detailed outline for the marketing program (the "Marketing --------- Outline"), which shall be subject to each Party's reasonable approval. The ------- Marketing Outline will set forth, at a minimum, detailed proposed Marketing Activities (as defined below) on a quarterly basis, and a proposed schedule, budget, and expense allocation (the "Allocated Expenses") for --------- -------- SSG's cooperative marketing efforts in connection with the Marketing Activities (such allocation to include, as mutually and reasonably agreed by the Parties, pro rata portions of overhead and expenses as appropriate). (b) The Marketing Outline shall include, at minimum, the following activities, and other activities as the Parties may agree (collectively, the "Marketing Activities"): (i) advertisement of InterTrust prominently -------------------- in conjunction with SSG-advertised electronic commerce activities of SSG products and/or services; (ii) prominent placement on SSG's, and, as relevant, SOFTBANK Affiliates' primary world wide web page(s) of the InterTrust logo and such other reasonable, limited marketing statements that InterTrust may provide to SSG and that are mutually agreeable to both Parties; and (iii) such other activities as the Parties may mutually agree in order to feature InterTrust, such as utilization of the marketing and promotional means of certain SSG and/or SOFTBANK Affiliates (such as, for example, Phoenix Publishing Systems, Inc., SOFTBANK COMDEX Inc., and Ziff ▇▇▇▇▇ Publishing Company) (c) During the Marketing Project Period, SSG shall directly expend at least one million [*] dollars (US$1,000,000[*]) in Allocated Expenses to carry out the activities set forth in the Marketing Outline. Such expenditure shall be deemed to be a material obligation of SSG hereunder. If at the end of the Marketing Project Period SSG has spent less than one million [*] dollars (US$1,000,000[*]) pursuant to the marketing program (the ---------- * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. amount so spent subtracted from $1,000,000 [*] constituting the "Deficit ------- Amount"), -------------- SSG shall pay the entirety of such Deficit Amount directly to ------ InterTrust within thirty (30) days of the end of the Marketing Project Period.