EX-10.46









Exhibit 10.46  


	






SALES AGENT
AGREEMENT



Between



GLOWPOINT,
INC.



And



SONY
ELECTRONICS INC.



March 28,
2005



 




 





TABLE OF CONTENTS


	1.0	     	APPOINTMENT	1
	2.0	 	SALES AGENT’S
      RESPONSIBILITIES	2
	3.0	 	GLOWPOINT’S
      RESPONSIBILITIES	3
	4.0	 	COORDINATION
      OF CUSTOMER SALES CONTACTS	6
	5.0	 	TERM AND
      TERMINATION	6
	6.0	 	ASSIGNMENT	7
	7.0	 	INDEMNIFICATION	7
	8.0	 	TRADEMARKS	8
	9.0	 	USE OF INFORMATION	8
	10.0	 	LIMITATION
      OF LIABILITY	9
	11.0	 	INSURANCE	9
	12.0	 	FORCE MAJEURE	9
	13.0	 	SURVIVAL
      OF OBLIGATIONS	10
	14.0	 	RELEASES
      VOID	10
	15.0	 	NOTICES	10
	16.0	 	NON-WAIVER	10
	17.0	 	CHOICE OF
      LAW	10
	18.0	 	HEADINGS	10
	19.0	 	CONFIDENTIALITY	10
	20.0	 	SEVERABILITY	10
	21.0	 	ENTIRE AGREEMENT	11






APPENDIX 1 - AUTHORIZED SERVICES

APPENDIX 2 - COMPENSATION
APPENDIX 3 - TRADEMARKS 



 




 






GLOWPOINT SALES
AGENT AGREEMENT



        This
AGREEMENT is made between GlowPoint Inc., a Delaware corporation
(“GlowPoint”), having offices at 225 Long Avenue, Hillside, New Jersey
07205, and Sony Electronics Inc., a Delaware corporation (“Sales Agent”),
having an office at 1 Sony Drive, Park Ridge, New Jersey 07656. Each of GlowPoint and
Sales Agent is referred to herein individually as a “Party” and collectively as
the “Parties.” 



RECITALS



        1.
       GlowPoint desires to have Sales Agent assist GlowPoint in marketing certain
Services (as hereinafter defined) to Customers (hereinafter “Customers”)
anywhere in the world (the “Territory”); and  




        2.
       Sales Agent desires to market the Services to Customers in the Territory, and
represents that it has the necessary marketing capabilities to do so in a manner that
reflects favorably on the quality image of GlowPoint, Sales Agent and the Services;  




        NOW,
THEREFORE, the Parties agree as follows: 



1.0 APPOINTMENT 



        1.1
GlowPoint appoints Sales Agent, and Sales Agent accepts such appointment, to be an
authorized GlowPoint Sales Agent in the Territory set forth in Appendix 1 (as
amended from time to time) for the limited purpose of marketing the Services set forth in
Appendix 1 (the “Services”) to Customers in accordance with the
terms and conditions of this Agreement. The Parties may mutually agree to add services to
or delete services from Appendix 1.  




        1.2
Sales Agent shall notify GlowPoint in writing of the names of any unaffiliated
subcontractor that Sales Agent may use to sell the Services prior to any sales of
Services or solicitation of orders by such subcontractor. Sales Agent shall obtain from
each such subcontractor a written agreement that provides that (i) such subcontractor
shall be bound by all of the applicable obligations in this Agreement; (ii) such
subcontractor has no contract with GlowPoint and GlowPoint is not liable for and does not
guarantee the performance of any duty that the Sales Agent may be obligated to perform
for such subcontractor, including, but not limited to, the payment of compensation; and
(iii) GlowPoint shall have no liability whatsoever to such subcontractor for any direct
or indirect damages of any nature or kind (including, without limitation, lost
commissions) resulting from or relating to GlowPoint’s performance or nonperformance
of any obligation under this Agreement. GlowPoint is not liable for and does not
guarantee the performance of any duty that Sales Agent may be obligated to its
subcontractors to perform, including the payment of compensation, and Sales Agent will so
inform its subcontractors.  




        1.3
The relationship of the Parties under this Agreement shall be, and shall at all times
remain, one of independent contractors and not that of employer and employee, franchisor
and franchisee or joint venturers. This Agreement does not establish or constitute Sales
Agent as GlowPoint’s representative or agent for any purpose other than the
solicitation of orders for Services permitted hereunder. Sales Agent is not authorized to
accept contractually orders or make contracts in GlowPoint’s name, or to transact
any business in the name of GlowPoint, or to assume or create any obligation or
responsibility binding upon GlowPoint in any matter whatsoever, unless Sales Agent has
prior specific written consent from an authorized officer of the rank of Vice President
or above of GlowPoint.  




        1.4
All persons furnished by Sales Agent for the solicitation of orders for the Services
shall be considered solely Sales Agent’s employees, and Sales Agent shall be solely
responsible for payment of all its employees’ unemployment, Social Security and
other payroll taxes, including contributions from Sales Agent when required by law.  




 




 






2.0 SALES
AGENT’S RESPONSIBILITIES 



        2.1
Sales Agent agrees to devote its reasonable commercial efforts to promote and market the
Services to Customers in the Territory.  




        2.2
Sales Agent shall maintain a staff of adequately trained and competent sales personnel
that have completed the training program described in Section 3.2. Such personnel shall
be made aware of, and obligated to comply with, the restrictions on use of GlowPoint’s
Information as set forth in Section 8.0 of this Agreement.  




        2.3
Sales Agent shall be responsible for assisting GlowPoint in providing support to
Customers of the Services solicited by Sales Agent. Said responsibilities shall include,
but are not limited to, soliciting orders and contracts, completing order and
registration forms, obtaining Customer credit information, transmitting completed
contracts, orders and credit information received by Sales Agent to GlowPoint and
assisting GlowPoint to resolve Customer complaints. If requested by GlowPoint, Sales
Agent shall reasonably assist GlowPoint in collecting overdue amounts from Customers.  




        2.4
Sales Agent shall submit all Customer contracts and orders to purchase the Services to
GlowPoint for review and acceptance by GlowPoint. Sales Agent is authorized to receive,
but is not authorized to “accept” (i.e., contractually bind GlowPoint to)
Customer offers to purchase the Services.  




        2.5
Sales Agent shall report promptly to GlowPoint all known or suspected defects in the
Services or safety problems and keep GlowPoint informed of Customer complaints with
respect to the Services.  




        2.6
Sales Agent shall comply with all applicable requirements of federal, state and local
laws, ordinances, administrative rules and regulations relating to Sales Agent’s
performance of its obligations under this Agreement.  




        2.7
All costs and expenses incurred by Sales Agent in performing its services under this
Agreement, including by way of example only, rentals, salaries, telephone, traveling and
living expenses (including, without limitation, those incurred by Sales Agent’s
employees in connection with any GlowPoint training session) and other marketing and
sales expenses shall be borne by Sales Agent and shall not be reimbursed by GlowPoint.  




        2.8
Sales Agent shall not use any materials referencing GlowPoint or the Services that have
not been mutually approved by GlowPoint and Sales Agent for such purpose.  




        2.9
SALES AGENT SHALL MAKE NO REPRESENTATIONS OR WARRANTIES RELATING TO THE SERVICES EXCEPT
AS SET FORTH IN WRITTEN SALES LITERATURE MUTUALLY AGREED TO BY SALES AGENT AND GLOWPOINT,
OR AS SET FORTH IN THE FORM OR FORMS OF ORDERS MUTUALLY AGREED TO BY SALES AGENT AND
GLOWPOINT, OR AS OTHERWISE EXPRESSLY AGREED IN WRITING BY THE PARTIES. ALL PRICES QUOTED
FOR THE SERVICES WILL BE PRICES AS PROVIDED BY GLOWPOINT. TERMS AND CONDITIONS FOR THE
SERVICES MARKETED UNDER THIS AGREEMENT ARE THOSE PROVIDED BY GLOWPOINT. SALES AGENT MUST
AT ALL TIMES ADHERE TO AND REPRESENT ACCURATELY THE PROVISIONING PARAMETERS ESTABLISHED
BY GLOWPOINT FOR THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE PRICING AND TIME
INTERVALS RELATED TO PROVISIONING THE SERVICES.  




        2.10
SALES AGENT SHALL IDENTIFY ITSELF AS AN AUTHORIZED SALES AGENT OF GLOWPOINT ONLY WITH
RESPECT TO THE SERVICES, AND SHALL OTHERWISE IDENTIFY ITSELF AS AN INDEPENDENT BUSINESS.
NEITHER GLOWPOINT NOR SALES AGENT SHALL MAKE ANY EXPRESS OR IMPLIED AGREEMENTS,
GUARANTEES OR REPRESENTATIONS, OR INCUR ANY DEBT IN THE NAME OF OR ON BEHALF OF THE
OTHER.  




        2.11
Sales Agent represents that it is not by law or agreement with others prohibited from
entering into this Agreement with GlowPoint.  




 




 






        2.12
Sales Agent shall be responsible for the compatibility of any non-GlowPoint software or
hardware furnished separately by Sales Agent to any Customer with the Services provided
under this Agreement. This Section 2.12 shall not apply to any of the developmental
services provided by GlowPoint to Sales Agent under that certain Development Agreement
dated as of March 28, 2005 (the “Development Agreement”) between GlowPoint and
Sales Agent.  




        2.13
Sales Agent represents that it will not use deceptive, illegal, misleading or unethical
practices and that it will not make any false or misleading representations with regard
to GlowPoint or the Services.  




        2.14
Sales Agent is responsible for submitting timely payment to GlowPoint for services used
directly by Sales Agent. GlowPoint reserves the right to deduct monies owed to GlowPoint
by Sales Agent from any monies owed to Sales Agent by GlowPoint for sales compensation as
described in Appendix 2.  




3.0
GLOWPOINT’S RESPONSIBILITIES 



        3.1
GlowPoint will compensate Sales Agent for marketing the Services in accordance with the
commission schedule set forth on Appendix 2. Appendix 2 contains
separate compensation tables for connectivity Services and usage services. This
compensation may be amended by mutual agreement of the Parties. In addition, if the
Parties agree to add a service to Appendix 1, then Appendix 2 will be
simultaneously revised to reflect any new compensation associated with marketing such
Service. Further, if the Parties agree to remove a Service from Appendix 1, then
the compensation associated with marketing such Service shall be deleted from Appendix
2 upon the effective date of removal; provided that Sales Agent shall be entitled to
any compensation earned prior to the effective date of removal. Appendix 2 also
contains the pricing terms and commissions for usage services. Appendix 3 contains
the current pricing terms for GlowPoint’s customized Road Warrior subscription
plans.  




        3.2
GlowPoint shall be solely responsible for creating and delivering training to Sales Agent
with respect to the Services. Training shall be done at such locations and at such times
as are mutually agreed to by the Parties. GlowPoint shall train Sales Agent’s staff
in the following areas: (1) an overview of the Sony and GlowPoint relationship; (2)
Services features, functionality and pricing; (3) the lead referral process; (4) use of
PartnerPoint for lead qualification, quoting and ordering; (5) sales support and other
GlowPoint reference contacts; and (6) the demonstration process. GlowPoint will also
provide electronic versions of sales and marketing materials, including demonstration
CDs, sales and marketing materials and other tools described in the Joint Marketing
Agreement dated as of March 28, 2005 (the “Joint Marketing Agreement”) between
GlowPoint and Sales Agent.  




        3.3
GlowPoint shall provide and maintain the PartnerPoint Website at
www.glowpoint.com/partnerpoint for Sales Agent to access for sales, marketing and
technical information with respect to the Services.  




        3.4
GlowPoint shall review all Customer contracts and orders for the Services submitted by
Sales Agent. GlowPoint reserves the right to reject, for any or no reason, any Customer
contract or order solicited by Sales Agent and presented to GlowPoint for acceptance.  




        3.5
GlowPoint shall be responsible for providing to Customers all standard documents for the
Services, such as User Identification, passwords and instructional materials, if any.  




        3.6
GlowPoint shall be solely responsible for providing, maintaining, billing and collecting
for the Services. Title to and risk of loss for and performance of the Services shall
remain solely with GlowPoint.  




        3.7
GlowPoint may terminate a Customer’s service agreement at any time in its sole
discretion. GlowPoint is not obligated to renew any Customer’s service agreement
that has expired or terminated. GlowPoint agrees to provide Sales Agent reasonable
advance notice of any such termination or non-renewal.  




        3.8
GlowPoint shall provide and maintain a help desk for Sales Agent and for Customers to
contact for technical information and support, as well as trouble reporting and
resolution, with respect to the Services.  



 




 






        3.9
GlowPoint shall comply with all applicable requirements of federal, state and local laws,
ordinances, administrative rules and regulations relating to GlowPoint’s performance
of its obligations under this Agreement.  




4.0
COORDINATION OF CUSTOMER SALES CONTACTS 



        4.1
To avoid customer confusion and channel conflict and to maximize the effectiveness of
GlowPoint’s overall marketing efforts, GlowPoint and Sales Agent agree to coordinate
their respective marketing of the Services to Customers, consistent with the terms of the
Joint Marketing Agreement.  




        4.2
Sales Agent acknowledges that the provision of the Services to federal government
accounts will be considered “custom” services. Compensation for business from
such governmental entities will be negotiated between Sales Agent and GlowPoint.  




        4.3
In recognition of the support to be provided to Sales Agent, including, but not limited
to, training and access to GlowPoint proprietary information, Sales Agent shall not, for
a period of three (3) months following termination or expiration of this Agreement,
engage in the marketing or sale to any of the Customers to whom Sales Agent sold any
Service during the term of this Agreement any service which is competitive with any such
Service. Similarly, for a period of three (3) months following termination or expiration
of this Agreement, GlowPoint shall not engage in the marketing or sale to any of the
Customers to whom Sales Agent sold any Service during the term of this Agreement any
videoconferencing equipment or hardware which is competitive with products sold by Sales
Agent.  




5.0 TERM AND
TERMINATION 



        5.1
This Agreement shall be effective as of the later of the dates appearing with the
authorized signatures set forth below (the “Effective Date”) and, unless
terminated earlier as provided herein, continue for a period of one (1) year. Thereafter,
this Agreement may be renewed for additional one year terms upon the written agreement of
the Parties. Each Party agrees to use commercially reasonable efforts to notify the other
Party at least sixty (60) days prior to the expiration of this Agreement of its intention
to renew or not renew this Agreement.  




        5.2
Either Party may terminate this Agreement effective immediately by written notice if it
is discovered that the other Party has: intentionally or in a willful, wanton or reckless
manner made any material, false representation, report or claim relative hereto; violated
the other Party’s copyright or trademark; become insolvent, invoked as a debtor any
laws relating to the relief of debtors’ or creditors’ rights, or has had such
laws invoked against it; become involved in any liquidation or termination of business;
been adjudicated bankrupt; been involved in an assignment for the benefit of its
creditors; or engaged in any deceptive trade practices under the laws of any
jurisdiction.  




        5.3
Either Party may terminate this Agreement on thirty (30) days’ written notice if the
other Party has failed to perform or abide by any of its obligations under this
Agreement, unless such default or breach has been cured within thirty (30) days after the
date of such notice.  




        5.4
       Upon termination or non-renewal of this Agreement, Sales Agent shall immediately: 




	 	5.4.1 	discontinue
any and all use of Marks, including but not limited to such use in advertising or
business material                                 of Sales Agent; 







	 	5.4.2 	remove
and return to GlowPoint, or destroy at GlowPoint’s request, any and all promotional
material supplied                                 without charge by GlowPoint; 







	 	5.4.3 	return
or destroy (and provide GlowPoint with evidence of such destruction) all GlowPoint
Information; 







	 	5.4.4 	cease
representing itself, in any manner, as a Sales Agent of GlowPoint; and 







 




 






	 	5.4.5 	notify
and arrange for all publishers and others who may identify, list or publish Sales Agent’s
name as a Sales                                 Agent for the Services (including, but
not limited to, publishers of telephone directories,
                                yellow pages and business directories) to discontinue
such listings. 







        5.5
Except as provided in Appendix 2 and Appendix 3 upon termination of the
Agreement, Sales Agent will receive no further compensation from GlowPoint, and Sales
Agent waives all rights to such compensation except as follows: if Sales Agent declines
to renew this Agreement pursuant to Section 5.1 or terminates this Agreement other than
pursuant to Sections 5.2, 5.3 or 6.0, if Sales Agent has submitted a Customer order prior
to termination, Sales Agent will be eligible for a commission on such order for a period
of three (3) months if (a) GlowPoint completes installation of the Service (b) GlowPoint
receives payment from such Customer and (c) such Customer does not terminate its
Service within 90 days of the date of installation. If GlowPoint declines to renew this
Agreement pursuant to Section 5.1 or terminates this Agreement other than pursuant to
Sections 5.2 or 5.3 or if Sales Agent terminates this Agreement pursuant to Sections 5.2,
5.3 or 6.0, Sales Agent shall be entitled to commissions for all existing Customer
contracts for the longer of (i) the remaining terms of such Customer contracts and (ii)
one (1) year. If GlowPoint terminates this Agreement pursuant to Sections 5.2 or 5.3,
Sales Agent shall cease to be eligible for commissions from and after the date of such
termination.  




6.0 ASSIGNMENT 



Sales
Agent shall not assign any right or interest under this Agreement, or delegate any work
or other obligation to be performed or owed by Sales Agent under this Agreement other
than to an affiliate without the prior written consent of GlowPoint. GlowPoint may assign
this Agreement, in whole or in part, to any affiliate, successor-in-interest or successor
provider of any of the Services; provided, however, that in the event any
such permitted assignment by GlowPoint would result in the assumption of this Agreement
by a “Competitor”of Sales Agent, GlowPoint shall give written notice of such
assignment to Sales Agent and Sales Agent may, within the ninety (90) days following
receipt of such notice, elect to terminate this Agreement, with no further obligations on
the part of Sales Agent, GlowPoint or the assignee, except as may be provided in Section
5.5. For purposes of this Section 6.0, a “Competitor” of Sales Agent shall mean
any person or entity primarily engaged in the manufacture and sale of video conferencing
equipment. Any attempted assignment or delegation in contravention of the above
provisions shall be void and ineffective.  




7.0
INDEMNIFICATION 



        7.1
Indemnification by Sales Agent. Sales Agent will, at all times defend, indemnify and hold
harmless GlowPoint, its affiliates, distributors and all officers, directors,
shareholders, successors and assigns of each of the foregoing (collectively, the “GlowPoint
Indemnified Parties”) from and against, and pay and reimburse the GlowPoint
Indemnified Parties for, any and all liabilities, obligations, losses, damages,
out-of-pocket costs or expenses (including interest, penalties and reasonable attorney’s
fees and expense incurred in the investigation or defense of any of the same or in
asserting any of their respective rights hereunder) arising out of or relating to claims
of third parties with respect to: (a) any alleged act or omission of Sales Agent, its
employees, subcontractors or agents in the performance of the activities contemplated
hereby or any failure by Sales Agent to abide by any of the covenants set forth herein;
(b) Sales Agent’s failure to comply with all applicable laws, including any breach
of laws made by GlowPoint on account of its reliance on Sales Agent’s
representations or information; and (c) Sales Agent’s gross negligence or willful
misconduct under this Agreement.  




        7.2
Indemnification by GlowPoint. GlowPoint will, at all times defend, indemnify and hold
harmless Sales Agent, its affiliates, distributors and all officers, directors,
shareholders, successors and assigns of each of the foregoing (collectively, the “SA
Indemnified Parties”) from any and all claims, liabilities, damages, fines,
assessments, penalties, and expenses (including reasonable attorneys’ fees and
expenses) arising out of or relating to claims of third parties with respect to: (a) any
alleged act or omission of GlowPoint, its employees, subcontractors or agents in the
performance of the activities contemplated hereby or any failure by GlowPoint to abide by
any of the covenants set forth herein, (b) GlowPoint’s failure to comply with all
applicable laws, including any breach of laws made by Sales Agent on account of its
reliance on Glow Point’s representations or information; (c) any failure to provide
the Services or any defects or persistent interruptions in the Services; and (d) Glowpoint’s
gross negligence or willful misconduct under this Agreement.  




 




 






        7.3
If a third Party asserts any claim against a GlowPoint or SA Indemnified Party for which
the other Party is responsible under Section 7.1 or Section 7.2, (a) the Party seeking
indemnification shall give the other Party written notice promptly after the Party
seeking indemnification has actual knowledge of such claim and shall permit the
indemnifying Party (at the indemnifying Party’s expense) to assume the defense of
any claim or any litigation resulting therefrom; provided that the failure by the Party
seeking indemnification to give such notice shall not relieve the indemnifying Party of
its indemnification obligations under this Agreement except to the extent that such
failure results in a failure of actual notice to the indemnifying Party and, as a result,
the indemnifying Party is materially damaged; (b) counsel selected by the indemnifying
Party to conduct the defense of such claim or litigation shall be reasonably satisfactory
to the Indemnified Party; and (c) any Indemnified Party may participate in such defense
at its sole expense. Without the Indemnified Party’s express written consent, the
indemnifying Party shall not, in the defense of any such claim or litigation, consent to
the entry of any judgment or enter into any settlement that provides for injunctive or
other non-monetary relief affecting any Indemnified Party or that does not include as an
unconditional term thereof a release from all liability with respect to such claim or
litigation to all Indemnified Parties by the claimant or plaintiff.  




8.0
CONFIDENTIALITY 



Any disclosure of information by one
Party to the other Party under or pursuant to this Agreement and the transactions
contemplated hereby are subject to the terms of and governed by the Confidentiality and
Non-Disclosure Agreement between the parties dated January 25, 2005 (the
“Confidentiality Agreement”). The Parties agree that the terms of the
Confidentiality Agreement shall apply to this Agreement and the transactions contemplated
hereby for a period of two (2) years following the termination or expiration of this
Agreement. 



9.0 LIMITATION
OF LIABILITY 



        9.1
EXCEPT FOR (i) THE INDEMNITY PROVISIONS SET FORTH IN SECTION 7.0, (ii) PAYMENT OF FEES OR
CHARGES ARISING UNDER THIS AGREEMENT, AND (iii) 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 SALES AGENT IS ENTITLED UNDER
THIS AGREEMENT.  




        9.2
NEITHER PARTY SHALL IN ANY EVENT BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL,
CONSEQUENTIAL, OR ANY OTHER INDIRECT LOSS OR DAMAGE, INCLUDING LOST PROFITS OR LOST
REVENUES, ARISING OUT OF THIS AGREEMENT OR ANY OBLIGATION RESULTING 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.  




        9.3
Except pursuant to the indemnity provisions set forth in Section 7.0, GlowPoint shall
have no liability to Sales Agent for any damages, loss, cost or expense, including
without limitation any commissions that might have been earned hereunder, resulting from
GlowPoint’s inability or failure to provide Services to any Customer or for any
delays in the provision of Services to any Customer or in the event of GlowPoint’s
termination or breach of any Customer Service Contract or in the event of any
discontinuation of the Services.  




10.0 FORCE
MAJEURE 



Neither Party shall be held
responsible for any delay or failure in performance to the extent that such delay or
failure is caused by fires, embargoes, floods, wars, the elements, labor disputes,
government requirements, acts of God, inability to secure raw materials or transportation
facilities, acts or omissions of carriers or suppliers or other cause beyond its control
whether or not similar to the foregoing and not resulting from its fault or negligence;
provided, however, that performance of each Party’s obligations hereunder shall not
be excused by reason of an act of a  



 




 






government authority in the exercise
of its enforcement powers against a Party for the alleged violation of any law, rule or
regulation.  



11.0 SURVIVAL
OF OBLIGATIONS 



Sections 5.0, 7.0, 8.0, 9.0, 11.0,
13.0, 15.0 and 17.0 shall survive the termination, cancellation or expiration of this
Agreement. 



12.0 RELEASES
VOID 



Neither Party shall require releases
or waivers of any personal rights from representatives of the other in connection with
visits to its premises and both Parties agree that no such releases or waivers shall be
pleaded by them in any action or proceeding. 



13.0 NOTICES 



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



14.0 NON-WAIVER 



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. 



15.0 CHOICE OF
LAW; DISPUTE RESOLUTION 



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 shall
be effective only if made in writing. The Parties shall 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 of this Agreement). 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. 



16.0 HEADINGS 



All headings contained in this
Agreement are inserted for convenience only and are not intended to affect the meaning or
interpretation of this Agreement or any clause. 



17.0
SEVERABILITY 



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 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. 



18.0 ENTIRE
AGREEMENT 



This Agreement, the Joint Marketing
Agreement, the Development Agreement and the Confidentiality 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 GlowPoint or any
of its affiliates and Sales Agent or any of its affiliates. There are no understandings or
representations, express or implied, not expressly set forth in this Agreement, the Joint
Marketing Agreement, the Development Agreement and the Confidentiality Agreement. This
Agreement shall not be modified or amended except by a writing signed by the Parties. In
the event that there is a conflict between any term of this Agreement and any term of any
Appendix hereto, then the term in the Appendix shall take precedence with respect to the
subject matter of the Appendix and the term in the Agreement shall take precedence with
respect to all other matters. 



19.0 NO
THIRD-PARTY BENEFICIARIES 



The terms and provisions of this
Agreement are intended solely for the benefit of each Party hereto and their respective
successors and permitted assigns, and the parties do not intend to confer third-party
beneficiary rights upon any other person; provided, however, that the
provisions contained in Section 7.0 shall inure to the benefit of the Glowpoint
Indemnified Parties and the SA Indemnified Parties and their respective successors and
assigns. 



IN WITNESS WHEREOF, the Parties have
caused this Sales Agent 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 








Instructions to complete this
Signature Page: Sales Agent must fill-in the blank after “SALES
AGENT” with its full legal name. An authorized officer of Sales Agent must sign in
BLUE ink after the “By” line. Print the authorized officer’s name
after “Name.” Print the authorized officer’s full title after
“Title.” Date the Agreement on the “Date” line. Sales Agent must
return two (2) fully completed original signature pages to GlowPoint. This Agreement will
not be effective until countersigned by GlowPoint.