News
InterActiv Agreement(s) without the express prior written approval of
Promethean.
(c) Because the Channel One News Interactive Product has specific installation
requirements including the installation of a Channel One InterActiv Headend at
the school or district level as well as the installation of the InterActiv
Player on each Designated Computer, the Business Partner agrees to ensure that
the Channel One News InterActiv Product is installed by a Promethean Certified
Installer and that such Certified Installer has completed the Channel One
training provided by Promethean through Promethean's Certified Installer portal.
If the Business Partner is not itself a Promethean Certified Installer, the
Business Partner will ensure that it provides the contact information of a third
party Promethean Certified Installer to the Customer."
(d) If Promethean offers a special incentive program otherwise known as a
"SPIFF" to encourage the Business Partner's sales representatives to promote and
sell the Channel One News InterActiv Products, the Business Partner agrees to
pass through and distribute 100% of the SPIFF to the applicable sales
representative(s). In other words, the Business Partner agrees not to hold back
a percentage of the SPIFF for the Business Partner itself.
8. INTELLECTUAL PROPERTY RIGHTS. The Business Partner acknowledges and agrees
that:
(a) All right, title and interest in the intellectual property contained in or
relating to the Products, including all copyrights, patents and trade secrets
and other Confidential Information or materials therein including, but not
limited to, all documentation and manuals relating thereto, are and shall as
between the parties remain the sole and exclusive property of Promethean;
(b) The Business Partner shall take all actions and execute all documents, at
Promethean's expense and as Promethean may reasonably request, to effect the
acknowledgement of ownership contained herein and to secure, maintain and defend
for Promethean's own benefit all rights therein;
(c) All right, title and interest in and to Promethean Marks shall be the
exclusive property of Promethean. Subject to meeting the approval requirements
set forth in the Partner Portal, the Business Partner: shall not: (1) use
registered or unregistered trademarks similar to or incorporating Promethean's
Marks; (2) create a unitary composite mark involving any of the Promethean
Marks; (3) remove, alter or otherwise tamper with any trademarks, trade names,
logos, numbers or other means of identification on the Promethean Products or
the packaging of the Promethean Products which come into the Business Partner's
possession, custody or control; (Business Partner may put its name and number on
the Products so long as it does not cover or alter the Promethean names, logos
or trademarks on the Products and upon the prior written approval of
Promethean's Vice President of Channels); or (4) make a statement in any
advertising material and promotional literature produced by or for it in
connection with the Promethean Products as to the ownership of any relevant
Intellectual Property used or referred to therein;
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Business Partner
DD
Promethean
LW Revised 2/2011
CONFIDENTIAL
Page 11
EDUCATION BUSINESS PARTNER AGREEMENT
(d) Its utilization of the Promethean