For Standard Marketing Activities, in addition to the requirements of the Controlling Marketing Agreement, the parties will agree to an email describing the applicable Marketing Activity terms, in a substantially similar format as described below.
Subject line of email:
[Promotion Name]-[Salesforce ID]
This email promotion (“Marketing Initiative”) relates to Marketing Activities to be provided under the Hardware Channel Marketing Framework Agreement between [Google Entity] (“Google”) and [Legal Partner Name] (“Partner”), the effective date of which is [DATE] (the “Agreement”). If Google and Partner have not entered into a Hardware Channel Marketing Framework Agreement, the current, binding agreement governing the relationship between Google and Partner for the resale and/or marketing of Google’s hardware products and services will serve as the Agreement for purposes of this Marketing Initiative.
This email sets out the Marketing Initiative which Google and Partner will carry out pursuant to the Agreement, and the Marketing Activity Terms which will apply to that Marketing Initiative. This email is subject to and incorporated by this reference into the Agreement.
a) Agreed Marketing Activities
Partner will promote the following products and carry out the following Marketing Activities (“Agreed Marketing Activities”):
Subject to Partner (or, in the case of a distributor partner, the applicable Authorized Reseller) remaining in Good Standing with Google at all times during the applicable Promotion Period, Google will pay the following Charges to Partner for the Agreed Marketing Activities and, where applicable, subject to completion of any additional obligations set forth herein (“Additional Partner Obligations”):
Google Funding/unit: [Google Funding]
Partner Funding/unit: [Partner Funding]
Google's contribution will not exceed [$$Cap] for [Product Name]
If any Charges are intended to flow through Partner to one or more Authorized Resellers, Google will pay the Charges to Partner, and Partner will pass the Charges to the Authorized Reseller(s) pursuant to a separate agreement between Partner and such Authorized Reseller(s). Partner will pass the full amount of all flow-through Charges to the Authorized Reseller(s).
If not defined in the Agreement, for the purpose of this email, the term “Good Standing” means Partner (or, in the case of a distributor partner, the applicable Authorized Reseller): (a) is in compliance with this Agreement’s terms and has not been notified by Google of any breach thereof; and (b) is not in a “stop ship” status for any Google products.
Payment by Google of Partner’s invoice for the Charges is subject to: (i) evidence of execution by Partner of the Agreed Marketing Activities including, where relevant, provision of sell-out data or other reporting by Partner and verification of such evidence and data by Google; and (ii) where relevant, submission by Partner to Google of all receipts for costs and expenses together with the invoice. Notwithstanding anything to the contrary in the Agreement, Partner will invoice Google within 90 calendar days after the end of the Promotion Period and Partner waives any and all rights to any and all Charges payable by Google for this Marketing Initiative that are not invoiced by Partner to Google within 90 calendar days after the end of the Promotion Period.
To the extent this Marketing Initiative contemplates Partner’s sale of products where such products are subject to a Google Minimum Advertised Pricing (“MAP”) Policy, Partner’s eligibility to claim, and Google’s obligation to pay, any Charges relating to Partner’s sale of such products are subject to Partner’s compliance with the applicable Google MAP Policy. Partner remains free to advertise and sell products at any price that it chooses, however, Google may withhold payment of Charges for Partner’s sale of products where such sale does not comply with the applicable Google MAP Policy. Note: Google separately operates both (1) a MAP Policy and (2) a Unilateral Pricing Policy (“UPP”), and its products are subject to either policy but not both. If a product is subject to Google’s UPP, then this paragraph does not apply to the Marketing Initiative with respect to that product.
c) Promotion Period
Partner will carry out the Agreed Marketing Activities in accordance with the following time frame:
[Start Date] - [End Date] (the “Promotion Period”)
d) Branding Guidelines
In addition to those Google Brand Elements Guidelines set forth at
https://about.google/brand-resource-center/brand-elements/,the following Google brand guidelines will also apply to this Marketing Activity: [Guidelines]
Partner will create and use the following Materials in connection with the Marketing Initiative: [Materials]
The following Google marketing manager has authority to approve the form of any Materials prior to their use in the Marketing Initiative: [Campaign Owner]
Partner will provide the following reporting to Google: [Reporting]
g) Additional Partner Obligations
In addition to executing the Agreed Marketing Activities, payment by Google of the Charges will be subject to Partner’s completion of the following Additional Partner Obligations:
In connection with this Marketing Initiative, Partner will not sell, and will contractually prohibit its Authorized Resellers from selling, more than five (5) units of each of the products listed in Section (a) to an end customer in a single transaction.
All defined terms in this email will have the same meaning as in the Agreement unless this email expressly states otherwise.
If there is any conflict between this email and the Agreement, the Agreement will take precedence.
Nothing in this email grants Google ownership of or access rights to any fixtures, installations or other assets located at the Partner’s premises.
Please confirm by email that you agree to the above on behalf of the Partner.