EX-10.48









Exhibit 10.48  



JOINT MARKETING
AGREEMENT 



        This
JOINT MARKETING AGREEMENT, dated as of March 28, 2005, is by and between SONY ELECTRONICS
INC., with offices at 1 Sony Drive, Park Ridge, New Jersey 07656-8003 (“Sony”),
and GLOWPOINT, INC., with an office at 225 Long Avenue, Hillside, New Jersey 07205 (“Glowpoint”). 




WITNESSETH: 



        WHEREAS,
Glowpoint and Sony have entered into a Sales Agent Agreement dated the date hereof (the
“Sales Agent Agreement”) pursuant to which Sony has agreed to market and sell
certain customized services (the “Services”) of Glowpoint; and, 




        WHEREAS,
Glowpoint and Sony desire to engage in certain joint marketing activities and other joint
initiatives with respect to the Services in accordance with the terms of this Agreement. 




        NOW,
THEREFORE, in consideration of the mutual covenants and premises hereinabove and
hereinafter set forth, the parties hereby agree as follows: 




1. Coordination.  



        In
order to coordinate the joint marketing efforts contemplated by this Agreement, Sony and
Glowpoint shall schedule periodic marketing and planning sessions.  Such sessions will be
held at least quarterly and will include representatives from the videoconferencing
related marketing teams of Sony and Glowpoint.  Sony and Glowpoint will jointly determine
a quarterly budget relating to all such joint marketing efforts, subject in each case to
approval by David Trachtenberg of GlowPoint and Michael McCausland of Sony. 




2. Term.  



        The
term of this Agreement shall commence on the date first above written hereof and, unless
terminated earlier as provided herein, continue for a period of one (1) year. 




3. Events and Conferences.  



        Sony
shall demonstrate the customized Services at various events and conferences, and will
offer Glowpoint the opportunity to participate as a co-exhibitor in such events and
conferences.  If Sony and Glowpoint are co-exhibitors at an event or conference where the
customized Services are being demonstrated, Sony and Glowpoint will share equally the
cost of the Glowpoint circuit and connectivity for the event.  If Glowpoint is not
participating in the event, Glowpoint will provide the Glowpoint circuit and custom
connectivity to Sony at a discount off of Glowpoint’s retail rate.  Glowpoint will
participate with Sony as a co-exhibitor at the NAB conference in Las Vegas from April 16
to April 21, 2005 and the BEA educational extension of NAB, and at InfoComm in Las Vegas
in June 2005. 



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4. Trademarks, Logos, etc.  



        A.
       Sony shall grant Glowpoint permission to use certain Sony designated trademarks,
insignia and symbols (the “Sony Marks”) in connection with the Services to
create and market the customized version of Glowpoint’s IP videoconferencing
services as contemplated by the Development Agreement between the parties dated the date
hereof (the “Development Agreement”), provided that such use conforms to this
Agreement and Sony’s standards and guidelines, as may be revised from time to time
by Sony giving Glowpoint notice thereof; provided, further that Sony reserves the right
to withdraw this grant with respect to any or all of the Sony Marks immediately upon
giving Glowpoint notice thereof in the event that Sony discontinues the use of any such
Sony Marks to identify the Services.  Glowpoint shall not do business under any of the
Sony Marks or derivatives or variations thereof.  The Sony Marks may only be used by
Glowpoint to advertise and promote the Services or as otherwise agreed to in writing by
Sony, and may not be used to identify and/or distinguish Glowpoint. 




        B.
       Glowpoint will submit all Glowpoint-initiated advertisements or promotions,
including without limitation, any materials appearing on websites, using the Sony Marks
or any reference thereto that have not been provided by Sony in writing for such purpose
to Sony for prepublication review and written approval by Sony with respect to, but not
limited to, context, style, appearance, composition, timing and media (i.e., form of
transmission).  At all times, Glowpoint will strictly adhere to the trademark usage
guidelines provided by Sony.  Glowpoint may not use, include or refer to any Sony Mark or
any name of Sony or its affiliated companies or any abbreviation, contraction or
simulation thereof in any unsolicited email or facsimile. 




        C.
       Glowpoint will not alter or remove any of the Sony Marks applied to the Services
without the prior written approval of Sony.  Nothing in this Agreement will create in
Glowpoint any rights in the Sony Marks. 




        D.
Glowpoint shall grant Sony permission to use certain Glowpoint designated
trademarks, insignia and symbols set forth in Exhibit A (the “Glowpoint Marks”)
in connection with the Services to market and communicate the customized version of
Glowpoint’s IP videoconferencing services as contemplated by the Development
Agreement, provided that such use conforms to this Agreement and Glowpoint’s
standards and guidelines, as may be revised from time to time by Glowpoint giving Sony
notice thereof; provided, further that Glowpoint reserves the right to withdraw this
grant with respect to any or all of the Glowpoint Marks immediately upon giving Sony
notice thereof in the event that Glowpoint discontinues the use of any such Glowpoint
Marks to identify the Services. Sony shall not do business under any of the Glowpoint
Marks or derivatives or variations thereof. The Glowpoint Marks may only be used by Sony
to advertise and promote the Services or as otherwise agreed to in writing by Glowpoint,
and may not be used to identify and/or distinguish Sony.  



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        E.
       Sony will submit all Sony-initiated advertisements or promotions, including,
without limitation, any materials appearing on websites, using the Glowpoint Marks or any
reference thereto that have not been provided by Glowpoint in writing for such purpose to
Glowpoint for prepublication review and written approval by Glowpoint with respect to,
but not limited to, context, style, appearance, composition, timing and media (i.e., form
of transmission).  At all times, Sony will strictly adhere to the trademark usage
guidelines provided by Glowpoint.  Sony may not use, include or refer to any Glowpoint
Mark or any name of Glowpoint or its affiliated companies or any abbreviation,
contraction or simulation thereof in any unsolicited email or facsimile. 




        F.
       Sony will not alter or remove any of the Glowpoint Marks applied to the Services
without the prior written approval of Glowpoint.  Nothing in this Agreement will create
in Sony any rights in the Glowpoint Marks. 




        G.
       Sony will not use any advertising that uses the Glowpoint Marks including, without
limitation, any materials appearing on websites, which shows and identifies items
marketed by Sony for non-Glowpoint companies, unless such items are clearly separated
from and not associated with the Glowpoint Marks.  Sony will not use the Glowpoint Marks
in any way to imply Glowpoint’s endorsement of non-Glowpoint products and/or
services. 




5. Marketing Materials and
Related Activities.  



        A.
       Glowpoint shall make available to Sony, for purposes of marketing the Services,
electronic versions of customer contracts, order forms, promotional materials, sales
literature and sales aids.  Glowpoint will also make available to Sony customer
communications materials, in electronic format, for branding and delivery to customers.
 Sony will not alter, amend or otherwise revise the materials referred to in this
Paragraph 5A without prior written approval by Glowpoint. 




        B.
Glowpoint shall provide and maintain its PartnerPoint website at
www.glowpoint.com/partnerpoint, or other Sony specific content location communicated to
Sony by Glowpoint, for Sony to access for sales, marketing and technical information with
respect to the marketing of the Services.  




        C.
       Sony shall make those Sony locations where it has established a demonstration room
for its videoconferencing products that are actually running the Services available to
Glowpoint for purposes of allowing Glowpoint to demonstrate the Services to potential
customers. 




        D.
       Sony and Glowpoint shall endeavor to come up with an appropriate co-brand for the
Services.  Until Sony and Glowpoint have reached agreement on the appropriate brand for
the Services, the parties may refer to the Services as “Sony powered by GlowPoint. 



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        E.
       Upon the expiration or termination of this Agreement, Glowpoint shall cease
providing and supporting the Services and shall transition the customers that have
subscribed for the Services to a Glowpoint-branded solution. 




6. Executive TL-50 Program.  



        A.
       Glowpoint shall support Sony in providing the customized Services for Sony’s
planned Executive TL-50 external seeding program at no more than 63 sites (unless
mutually agreed to by the parties) in which Sony’s resellers, system integrators and
corporate customers will participate.  The following considerations will apply to the
program: 




	 	•	Potential
new Glowpoint customers only; Glowpoint will have the ability to participate in selection 







	 	•	Qualifies
for SDSL/512k Unlimited Plan 







	 	•	Six
(6) months free subscription service 







	 	•	Ability
to “convert” to subscription plan after the demonstration period, prior to the
end of month six, or disconnect 







	 	•	No
installation charge; early termination charge if disconnect prior to six (6) months 







	 	•	Includes
Video Mailbox during the demonstration period 







	 	•	All
non-subscription charges, i.e. international gateway, billed directly to customer at
Glowpoint’s retail rates 







	 	•	Participants
agree to: 







	 	•	First
call/training 







	 	•	Welcome
call from Glowpoint CEO 







	 	•	Provide
feedback online or through video focus groups 







	 	•	Potential
to participate in video interviews with Forbes.com 







	 	•	Standard
Glowpoint installation only; any custom or requested inside wiring shall be at expense of
customer 







	 	•	Glowpoint
is not responsible for the installation or customer support of Sony’s hardware, i.e.
the TL-50 







	 	•	Glowpoint
shall provide the terms of the demonstration agreement relating to the TL-50 








Glowpoint agrees to warehouse and
ship the Sony TL-50 units as directed by Sony. Title to the TL-50 units and risk of loss
with respect to such units shall at all times, as between Sony and Glowpoint, remain with
Sony. Sony shall be responsible for the payment or reimbursement to Glowpoint of all
shipping charges with respect to the TL-50 units. 



        B.
If Sony determines in its sole discretion to equip its senior executive officers
with TL-50 videoconferencing systems running any of the customized Services, the
customized Services shall be provided by Glowpoint to such senior executive officers at
the non-retail rates set forth in Appendix 2 to the Sales Agent Agreement. The monthly
subscription rate will be determined by the provisioning solution agreed to by  



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the parties.  




7. Mutual Covenant as to
Advertisements.  



        Glowpoint
and Sony acknowledge that their joint marketing efforts contemplated by this Agreement
shall at all times comply with all applicable laws, rules and regulations and will not
contain any material which is obscene, threatening, fraudulent, harassing, libelous,
infringing of third party intellectual property rights, otherwise illegal or, in the
reasonable judgement of the party required to display the advertisement, offensive. 




8. Intellectual Property
Rights.  



        Each
party acknowledges that nothing contained in this Agreement transfers to the other party
any right, title or proprietary interest (including without limitation any intellectual
property rights), in any part of the marketing efforts contemplated by this Agreement or
any proprietary information (including without limitation any trademarks, service marks,
trade names, or logos, trade secrets, knowhow, inventions, patents (including any
applications, extensions, continuations, renewals and re-issues thereof), copyrights,
designs and industrial designs). 




9. Confidentiality.  



        Any
 disclosures  of  information  by one party to the other party  under this  Agreement  or
pursuant to the  transactions contemplated hereby shall be governed by the
 Confidentiality and Non-Disclosure  Agreement between the parties dated January 25, 2005
(the  “Confidentiality  Agreement”).  The terms of the Confidentiality
 Agreement will apply hereto and the transactions  contemplated hereby for a period of
two (2) years following the termination or expiration hereof. 




10. LIMITATION OF LIABILITY.  



        EXCEPT
FOR (I) PAYMENT OF FEES OR CHARGES ARISING UNDER THIS AGREEMENT,  AND (II) LIABILITY FOR
GROSS  NEGLIGENCE OR WILFUL MISCONDUCT  RESULTING IN DEATH,  PERSONAL INJURY OR PROPERTY
 DAMAGE,  EACH PARTY’S ENTIRE  LIABILITY FOR ANY CLAIM,  LOSS,  DAMAGE OR EXPENSE
 FROM ANY CAUSE  WHATSOEVER,  REGARDLESS  OF THE FORM OF ACTION,  WHETHER  IN  CONTRACT,
 TORT  INCLUDING  NEGLIGENCE,  STRICT LIABILITY  OR  OTHERWISE,  SHALL BE  LIMITED  TO
 DIRECT,  PROVEN  DAMAGES  IN AN AMOUNT  NOT TO EXCEED  THE  AGGREGATE  AMOUNT OF ANY
COMMISSIONS TO WHICH SONY IS ENTITLED UNDER THE SALES AGENT AGREEMENT. 




        NEITHER
 PARTY SHALL IN ANY EVENT BE LIABLE TO THE OTHER PARTY FOR ANY  INCIDENTIAL,
 CONSEQUENTAL,  OR ANY OTHER  INDIRECT LOSS OR DAMAGE,  INCLUDING LOST PROFITS OR LOST
REVENUES,  ARISING OUT OF THIS AGREEMENT OR ANY OBLIGATION RESULTING  



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THEREFROM, OR THE USE OR
 PERFORMANCE  OF ANY  SERVICE,  WHETHER IN AN ACTION  FOR OR ARISING  OUT OF ANY CAUSE
 WHATSOEVER,  REGARDLESS  OF THE FORM OF ACTION,  WHETHER IN CONTRACT,  TORT  INCLUDING
 NEGLIGENCE,  STRICT  LIABILITY OR OTHERWISE.  THIS CLAUSE SHALL SURVIVE  FAILURE OF AN
EXCLUSIVE REMEDY.  




11. Miscellaneous.  




        
        (a)
This Agreement may not be transferred or assigned by either party, whether voluntarily or
by operation of law, without the prior written consent of the other, which consent may be
withheld in such party’s sole discretion. This Agreement shall inure to the benefit
of and be binding upon all permitted successors and assigns.  




        
        (b)
      This Agreement shall be deemed to have been made in, and shall be construed
pursuant to the laws of, the State of New York without regard to conflicts of laws
provisions thereof. Any waivers or amendments of the terms and conditions hereof will be
effective only if made in writing. The parties will attempt in good faith to resolve any
controversy or claim arising out of or related to this Agreement promptly by negotiations
between senior executives of the parties who have authority to settle the controversy
(but who do not have direct responsibility for the administration hereof). The disputing
party will give the other party written notice of the dispute. Within twenty (20) days
after receipt of such notice, the receiving party shall submit to the other a written
response. Such disputing party notice and such receiving party response will include: (i)
a statement of its position and a summary of the evidence and arguments supporting its
position; and, (ii) the name and title of the executive who will represent it in the
negotiations. Such executives will meet at a mutually acceptable time and place within
thirty (30) days of the date of the disputing party’s notice and thereafter as often
as they reasonably deem necessary to exchange information and to attempt to resolve the
dispute. If the dispute has not been resolved within sixty (60) days of the disputing
party’s notice, or if either party will not meet within thirty (30) days, either
party may initiate mediation of the dispute in accordance with the Center for Public
Resources’ model procedure for mediation of business disputes. If the dispute is not
resolved pursuant to such mediation procedure within sixty (60) days of the initiation
thereof, or if either party will not participate in such mediation, then either party may
initiate litigation by giving thirty (30) days prior notice to the other party.
Notwithstanding the foregoing, either party may initiate litigation immediately with
respect to any matter arising out of or in connection with the terms and conditions of
this Agreement for which equitable relief is sought. All dates specified in this Section
may be extended by the mutual written agreement of the parties. THE PARTIES HEREBY WAIVE
TRIAL BY JURY IN CONNECTION WITH ANY ACTION OR SUIT ARISING UNDER THIS AGREEMENT OR
OTHERWISE ARISING FROM THE RELATIONSHIP BETWEEN THE PARTIES HEREUNDER.  




        
        (c)
      This Agreement may be executed in counterparts, each of which shall constitute an
original and both of which together shall be deemed to be one and the same instrument. 




        
        (d)
      All notices and other  communications  required or permitted to be given under this
Agreement  shall be in writing and will be delivered personally, or  



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mailed by registered or certified
mail, return receipt requested, postage prepaid, or sent by reputable overnight courier
service, or by telex, telecopy or other form of rapid transmission, confirmed by mailing
as described above, addressed as follows:  


	         	If to Sony:	Sony Electronics
      Inc. 

      1 Sony Drive 

      Park Ridge, NJ 07656 

      Attention: Vice President, Conferencing Solutions

      Facsimile #: (408) 955-5173 

        
		With a copy
      to:               	Sony
      Electronics Inc. 

      16530 Via Esprillo, MZ 7300 

      San Diego, CA 92127 

      Attention: General Counsel, Law Department

      Facsimile #: (858) 942-7597 

        
		If to Provider:	Glowpoint,
      Inc. 

      225 Long Avenue 

      Hillside, NJ 07205 

      Attention: Sherry Harmon 

      Facsimile #: (973) 923-3352







Any notice so addressed and delivered
personally will be deemed given upon receipt. Any notice so addressed and mailed will be
deemed given upon deposit in the United States mails, or if sent by overnight courier
service, on the next business day, or if sent by rapid transmission followed promptly by
mailing, upon receipt of such transmission. Either party may change its address by giving
the other notice thereof in the manner provided in this Paragraph. 



        (e)
      This Agreement, the Confidentiality Agreement, the Sales Agent Agreement and the
Development Agreement supersede all prior oral or written understandings between the
parties (including, without limitation, any prior agreement related to any of the
Services) and constitute the entire agreement between them concerning the subject matter
of this Agreement and shall not be contradicted, explained or supplemented by any course
of dealing between the parties or any of their affiliates.  There are no understandings
or representations, express or implied, not expressly set forth in this Agreement, the
Development Agreement, the Sales Agent Agreement and the Confidentiality Agreement.  This
Agreement may not be modified or amended except by a writing signed by the parties.  If
there is a conflict between any term or condition of this Agreement and any term or
condition of any Appendix hereto, then the term or condition in the Appendix will take
precedence with respect to the subject matter of the Appendix and the term or condition
in the Agreement will take precedence with respect to all other matters. 




        (f)
      If any paragraph, or clause thereof, of these terms and conditions shall be held to
be invalid or unenforceable in any jurisdiction in which these terms and  



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conditions apply, then for such
jurisdiction the meaning of such paragraph or clause shall be construed so as to render
it enforceable to the extent feasible; and if no feasible interpretation would save such
paragraph or clause, it shall be severed from these terms and conditions and the
remainder shall remain in full force and effect, unless leaving the remainder in full
force and effect would make the Agreement unjust.  




        (g)
      The Section headings contained in this Agreement are for reference only and shall
not affect the meaning or interpretation of this Agreement. 




        (h)
No course of dealing, course of performance or failure of either party strictly to
enforce any term, right or condition of this Agreement shall be construed as a waiver of
any term, right or condition.  




        IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly
authorized representatives. 



	GLOWPOINT,
      INC. 

      

      By:       /s/ David C. Trachtenberg

      

      Name: David C. Trachtenberg 

      

      Title:   CEO and President 

      

      Date:    March 28, 2005 

      	SONY ELECTRONICS
      INC: 

      

      By:       /s/ Michael McCausland 

      

      Name: Michael McCausland

      

      Title:   GM Visual Communications

      

      Date:    March 30, 2005 






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