Fill and Sign the This Marketing Agreement between with a Business Address at Form

5.09 Co-Marketing AgreementThis Marketing Agreement between __________, with a business address at _______________ (Owner) and the undersigned program participant (Participant) is effective the date of Owner's signature herein. WHEREAS, Owner manufactures and markets certain computer software products under the __________ trade name and trademark; and WHEREAS, Participant manufactures and markets its software and services to like customers and/or prospects of Owner's; and WHEREAS, Owner and Participant both desire to help each other identify prospective customers for each party's software products and services. NOW, THEREFORE, in consideration of the mutual covenants below, the parties agree as follows: 1. Roles and Responsibilities. With this agreement Owner and Participant may exchange product information, both marketing and technical, as mutually agreed upon. Both parties have full responsibility in the development of their products, however either party's personnel may participate in the development process whenever both parties agree that it is in their mutual interest to do so. Both parties agree to provide reasonable access to the other party of their personnel for reasonable product information, assistance and feedback while this agreement is in effect. 2. Term and Termination of Agreement. 2.1. Term. The term of this agreement is perpetual, subject to Section 2.2 below. 2.2. Termination. Either party may terminate this agreement for cause at any time if, after ten (10) days prior written notice, the other party fails to correct any material breach of this agreement. Either party may terminate this agreement for convenience at any time by issuing at least thirty (30) days prior written notice thereof to the other party. 3. Geographic Scope of Agreement. The geographic scope of this agreement is limited to activities of the parties within the United States and Canada. If activity is anticipated outside this territory, each party will refer the other party to its applicable contacts to facilitate the negotiation of further agreements. 4. Mutual Reservation of Rights. 4.1. No Agency or Payments. This agreement does not establish or grant rights to either party as a distributor, dealer, reseller, sales representative or agent of any kind with respect to any products and/or services affected under this agreement. There are no express or implied rights under this agreement by either party to receive commissions, royalties, finders' fees, discounts or other considerations relating to either party's reference of the other party's product(s) and services to its customers and/or prospects. 4.2. No License Grants. Nothing contained in this agreement may be construed as granting or conferring any rights by license or otherwise, expressly, impliedly, or otherwise, for any product, trademark, trade name, invention, discovery, or improvement made, conceived, or acquired prior to or after the effective date of this agreement. 4.3. Non-exclusive Relationship. This agreement establishes no exclusive arrangement between the parties, and does not prohibit either party from establishing similar arrangements with other parties.4.4. New Products. This agreement does not contain or establish, expressly, by implication, by reliance or otherwise, the availability of any existing, new or modified product(s) from either party. Each party reserves the right to add or remove its product(s) from any market, or modify such product(s), as it determines in its sole discretion. 5. Marketing Contacts. Each party will identify a marketing contact to coordinate and/or implement the activities between the two parties. Owner marketing contact: Participant marketing contact:_______________________ _____________________________ 6. Sharing Information. 6.1. Sharing Customer Information. Owner and Participant will share customer information as needed and mutually agreed upon. 6.2. Sharing Sales Organization Information. Owner and Participant will share key sales contact information as needed and mutually agreed upon. 7. Marketing Cooperation. This section lists, but is not intended to limit, the marketing activities that may take place between the two parties. 7.1. Sales/Marketing Events. 7.1.1. Trade Show/Seminar Support. Joint trade show or seminar participation must be mutually agreed upon by both parties. At applicable events, Owner will provide demonstration software at no charge to Participant and will make reasonable efforts to provide support personnel for Participant/[software product]-related events. Likewise, at applicable events, Participant will provide demonstration hardware and personnel at no charge to Owner. ¥ Owner and Participant will furnish each other with a schedule of trade shows they plan to attend. ¥ Both Owner and Participant require 90 days lead time prior to trade show participation. 7.1.2. User Group Meetings. Both Owner and Participant may desire to participate in the other's user group meeting(s). For participation in these events, Owner and Participant will provide like support as defined above. 7.1.3. Sales Meetings. Both Owner and Participant may desire to participate in the other's sales meeting(s). Participation in these events will be determined on an on-going basis and will be decided by the two marketing contacts. 7.2. Promotional Activities. 7.2.1. Advertising. All Owner/Participant-related advertising must be mutually agreed upon by both parties before being released. Any funding- related issues will be decided by the two marketing contacts. 7.2.2. Direct Mailings. All Owner/Participant-related direct mailings must be mutually agreed upon by both parties before being released. Any funding-related issues will be decided by the two marketing contacts.7.2.3. Collateral Literature. All Owner/Participant-related collateral literature must be mutually agreed upon by both parties before being released. Any funding-related issues will be decided by the two marketing contacts. Owner will include Participant in all applicable standard collateral literature. Each party will make its standard collateral literature available to the other party. Costs of one party's standard collateral literature to the other party will be on a case by case basis and will be decided by the two marketing contacts. 7.3. Mailing List(s). Both Owner and Participant may exchange mailing lists as requested and on an on-going basis. Mailing lists provided are subject to the contract terms of the company(ies) providing the mailing list(s). 7.4. Customer Success Stories. Both Owner and Participant may desire to publish mutual customer success stories. Applicable Owner/Participant-related customer success stories will be on an as needed, mutually agreed upon basis and must be approved by both parties. 7.5. Product Evaluations. Either party may evaluate the other's product(s) on a mutually agreed upon basis. The applicable company's evaluation/loaner agreement will be used for the product evaluation. 8. Training. This section outlines the various training-related activities that may take place between the two parties. Both parties will use reasonable efforts to make available to the other party at least the topics listed below on an as needed basis: ¥ Technical product overview/training ¥ Product overview for sales/marketing personnel, management and/or executives ¥ Company history/background ¥ Market overview ¥ Relationship overview Charges may be incurred by either party for the above, however, charges may not exceed either party's commercial end-user list price. 9. Media Events. 9.1. Press Announcements. Both Owner and Participant may desire to develop press announcements. Applicable Owner/Participant-related press announcements will be on an as needed, mutually agreed upon basis and must be approved by both parties. 9.2. Visits to Editors and/or Analysts. Both Owner and Participant may desire to have the other party visit editors and/or analysts. These visits will be approved and scheduled by the respective marketing contact. 9.3. Press Kits. Both Owner and Participant may desire to develop press kits. Applicable Owner/Participant-related press kits will be on an as needed, mutually agreed upon basis and must be approved by both parties. 10. Confidential Information. "Confidential Information" means information on tangible media conspicuously labeled as "proprietary" or "confidential" or with comparable legend (marked) provided by one party (Provider) to another party (Recipient) hereunder. Orally Disclosed information is also Confidential Information if Provider gives Recipient a marked writing containing a summary, the approximate date and time and the recipients of such disclosure within 30 days of disclosure. No information can be Confidential Information if (1) it is publicly available through no fault of Recipient; (2) Recipient gets it from a third party who had the right to provide it; (3) Recipient independently develops it or knew it before receiving it hereunder; or (4) Provider discloses it to a third party without restriction. Recipient will hold and protect Confidential Information with the same degree of care that it uses with its own information of like importance, but in no event less than a reasonable standard of care. This Section 10 survives termination under Section 2.2 for two years. 11. No Royalties. No royalties or sales commissions will be due from a party hereunder to the other as a result of the sale of products directly attributable to the efforts of the other party hereunder. 12. General Terms and Conditions. 12.1. Publicity. Each party may disclose publicly the fact that this agreement is in effect between Owner and Participant, provided that any advertising or other publicity regarding the relationship is mutually agreed upon and approved by both parties. 12.2. Damages. Other than for breach of Section 10, each party's maximum liability to the other under this agreement, and each party's exclusive remedy for any cause whatsoever, regardless of the form of action, whether in contract or in tort including negligence, will be limited to the recovery of actual damages up to the maximum amount of five thousand dollars ($5,000). NEITHER PARTY WILL BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Notwithstanding the foregoing limitation on remedies, either party may seek injunctive relief to prevent the other party from disseminating the other party's Confidential Information or from unauthorized use of the other party's trade name or trademarks. 12.3. Assignment. Neither party hereto may assign this agreement in whole or in part without the prior written consent of the other party. IN WITNESS WHEREOF, the parties have executed this Agreement by their signature or the signature of their duly authorized representatives below. Owner: Participant: ____________________________ ________________________ Signed: ____________________ Signed: ________________Printed name: ______________ Printed name: __________ Title: _____________________ Title: _________________ Dated: _____________________ Dated: _________________