HomeMy WebLinkAboutExhibit 3EXHIBIT B
PUBLICITY RELEASE AND PROMOTION
In connection with the RDP, Company and Microsoft mutually agree that publicity and promotion
of the accomplishments from the RDP are an essential element of the parties' combined efforts.
To that end Company agrees to participate with Microsoft in the promotion and documentation
(collectively "Documentation") of the RDP as follows:
1. Company authorizes and agrees to participate with Microsoft in the following
publicity efforts:
a. Microsoft may film, photograph, interview and tape record, as appropriate, the
Company's business operation and relevant employees, in documenting the
Company's RDP. Interviews may include general discussions of Company's
information systems architecture, Company's use of the Microsoft products, and
the reasons why Company chose them. Microsoft agrees that its interview
activities will take into consideration availability of Company's personnel and
resources and reasonable security requirements.
b. Microsoft may display the Company's trademarks, service marks, logo and other
identifying information in Documentation of the RDP subject to Company's
standard guidelines as provided to Microsoft.
c, Documentation of the Company's RDP by Microsoft may be published in some or
all of the forms as outlined in Section 3 — Publication Definitions.
d. Company agrees that Microsoft owns the Documentation of the RDP and that
Microsoft is not obligated to use the Documentation of the RDP. To the extent
that Company owns rights to any part of the Documentation of the RDP,
Company grants to Microsoft a non-exclusive, royalty -free, perpetual, worldwide
license to use, distribute, duplicate, perform, transmit, print, display, and exhibit
the Documentation of the RDP, in part or in its entirety, and in any media, for
marketing and promotional purposes.
e. Company will serve as a reference partner for the press releases as mutually
agreed between the parties hereto if Company is asked to participate by
Microsoft. Company will be available for executive level discussions and
communications with potential Microsoft customers and/or partners about
Company's solution development. Company will participate at an official Product
launch event to be agreed upon.
f. Microsoft anticipates preparing a business case study and a white paper after
completion of the RDP program, however Microsoft is under no obligation to
prepare a case study or white paper, or any other Documentation and will
determine, in its sole discretion, which customers it will showcase.
2. Usage.
Publication and any demonstrations by Microsoft of the Documentation of the RDP as
specified in this Agreement shall be deemed to include all media, including, without limitation,
television, film, videotapes, CDs, audio recordings, print publications, keynote or
presentations by Microsoft, the Internet and World -Wide -Web.
3. Publication Definitions. The following definitions are descriptive of the kinds of venues
and activities that Microsoft contemplates for the Documentation of the RDP:
a. Testimonials —Set of background Information about the Company and their RDP
that can be published in part or whole.
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b. Quotes —Statements of fact or attribution about the RDP, Company's solution or
relationship with Microsoft.
c. Press Release — Statement issued to Press and media specifically targeting
newsworthy announcements containing is a statement of fact or attribution about
the RDP, Company's solution or relationship with Microsoft.
d. Success Story — Generally covers business success that is marketing oriented.
e. Case Study — Generally covers current or previous success with a Company in
more detail than a success story, to include details of Company's Product
solution, deployment planning and/or milestone upgrade events leading up to the
Launch. There are two types of case studies, and they take 2 forms:
i. Business — would consist of elements of the Company's RDP focusing
more on their business needs and solutions that were addressed.
ii. Technical — would consist of elements of the Company's RDP focusing
more on their implementation and technical issues that were addressed.
These may also take the form of white papers or technical guidebooks
based on experiences gained from the RDP with the Company.
f. Project and Solution Templates — Publication of details of aspects of
Company's Product solutions and project plan.
4. Demonstrations.
Microsoft shall have the right to demonstrate the Company's RDP solution to other customers
and potential customers, in a mutually agreed manner provided that Microsoft agrees that
reasonable effort will be made to assure non -disclosure of Confidential Information of
Company without its prior written consent.
5. Approvals.
a. Company will have the opportunity to approve the contents of any or all
published forms of the Documentation of the RDP for factual accuracy and to
prevent release of Confidential Information. Company agrees that Microsoft will
not be held responsible for the release of Confidential Information if Company
does not request its removal. Company agrees that its approval of any reviews
which it elects to make shall not be unreasonably withheld, and shall be
completed within five (5) business days after Company's receipt of the
Documentation materials in a mutually agreeable form. In the case of audiovisual
publications, such approvals will occur during taping. Provided that Microsoft
receives the Company's request for changes within the time frame identified
above, Microsoft shall use commercially reasonable efforts to incorporate the
requested changes into publication(s) before they are publicly released.
b. Company represents that it has obtained sufficient permissions from its
employees and/or contractors to grant the foregoing rights.
6. Microsoft Ownership and License to Company.
a. Microsoft shall have all rights, title and interest in and to the Documentation.
Microsoft shall have the perpetual right to use the Documentation of the RDP
produced under this Agreement in any marketing programs or materials on a
worldwide basis.
b. In consideration of the cooperation and participation by Company in the RDP and
the foregoing marketing and promotional activities, Microsoft grants to Company,
a non-exclusive, royalty -free, perpetual, worldwide license to use, distribute,
duplicate, perform, transmit, print, display, and exhibit the Documentation of the
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RDP, in part or in its entirety, and in any media, for marketing and promotional
purposes; provided, however, that Microsoft shall have the opportunity to review
Company's proposed use of the Documentation of the RDP for factual accuracy
and to prevent release of Confidential Information. Microsoft agrees that its
approval of such use of the Documentation of the RDP shall not be unreasonably
withheld, and shall be completed within five (5) business days after Microsoft's
receipt of the Documentation materials in a mutually agreeable form.
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