gross negligence,
or intentional or willful misconduct, unless otherwise required by applicable
law and except for the indemnity obligations of Section 11, neither Promethean
nor Business Partner shall be liable to the other in contract or tort (including
negligence or breach of statutory duty) or otherwise for any damages, for loss
(whether direct or indirect) of actual or anticipated profits or revenues, loss
of goodwill or reputation, business interruption, loss of or damage to data or
records, loss of business, or for any indirect damages of whatever nature
(including without limitation, consequential, punitive, incidental or special
damages) arising out of or concerning this Agreement.
7. ADDITIONAL COVENANTS AND OBLIGATIONS OF THE BUSINESS PARTNER.
7.1 Marketing and Other Obligations of the Business Partner. The Business
Partner shall at all times use its commercially reasonable efforts to market,
stimulate interest in, promote and sell, the Products and diligently pursue all
other sales leads provided by Promethean. In particular and without limiting the
generality of the foregoing and in addition to the requirements set forth in
Exhibit A, the Business Partner shall at its own cost and expense:
(a) Maintain adequate office facilities and staff to support sales;
(b) Execute, according to commercially reasonable efforts, all marketing plans
in which Promethean involves the Business Partner, including any national
campaigns to promote the Products which are relevant to the Accounts;
(c) Comply with all Promethean Policies regarding the use and display of
Promethean's Marks which is set forth in Promethean's Brand Guidelines which
shall be available to the Business Partner through the Partner Portal;
(d) Accurately complete, maintain, and timely submit the following information
to Promethean through the PPS on a monthly basis:
i.
Sales lead information and projected sales forecasts for the Products for the
month and on a rolling twelve (12) month basis. Sales lead and forecasting
information shall include school or school district name, products, quantity of
each product, and anticipated close date and shall be received by Promethean no
later than the 30th day following each month;
ii. Sell-through reports with Customer names, addresses, Products sold,
Products delivery date, and Product serial numbers, which reports shall be in
the form specified by Promethean and which shall be received by Promethean no
later than seven (7) business days following the end of the month;
iii. All reports required by the Promethean Certified Installer Agreement (if
one exists with the Business Partner);
iv. A list of all damaged or defective Products; and
v. Any other information reasonably requested by Promethean pertaining to the
business of the Business Partner with Promethean from time to time.
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Business Partner
DD
Promethean
LW Revised 2/2011
CONFIDENTIAL
Page 7
EDUCATION BUSINESS PARTNER AGREEMENT
(e) Submit and execute upon the Business Plan to the reasonable satisfaction of
Promethean. The Business Plan shall be submitted to Promethean (through the
Partner Portal or as otherwise designated by Promethean) within sixty (60) days
of the Effective Date and at least forty-five (45) days prior to the beginning
of