NAMER and APAC Standard Marketing Activities Exhibit
TERMS AND CONDITIONS
This Standard Marketing Activity Exhibit (the “Exhibit”) is subject to and incorporated by this reference into a Controlling Marketing Agreement. For the purposes of this Exhibit, a “Controlling Marketing Agreement” is a Marketing Framework Agreement, Hardware Channel Marketing Framework Agreement, or other similar marketing terms (either under another agreement name or embedded into a Master Distribution Agreement or similar agreement) entered into between Google and Partner to facilitate the Partner’s advertising and sale of Products.
Capitalized terms not defined in this Exhibit have the meanings assigned to them in their Controlling Marketing Agreement. In some cases, defined terms in the Controlling Marketing Agreement may vary from the terms in this Exhibit. For example, a Controlling Marketing Agreement may refer to the defined term “Partner”, while in other agreements the partner's name may be explicitly used (e.g., ABC Distribution). For the purposes of this Exhibit, the parties agree that to the extent reasonably possible, defined terms in this Exhibit will be defined in a manner consistent with the defined terms in the Controlling Marketing Agreement if the definitions do not match.
This Exhibit will prevail in the event of any inconsistency between this Exhibit and the Controlling Marketing Agreement. This Exhibit does not amend the Controlling Marketing Agreement except as expressly provided.
STANDARD MARKETING ACTIVITIES
(i) Leaflets, Flyer Insertions, Catalogs and Point of Sale Materials
Partner and/or Authorized Resellers may produce printed advertisements in these media formats that feature the Products. Such materials may be inserted into printed media or otherwise distributed by Partner and/or the Authorized Reseller in accordance with this Agreement.
(ii) Direct Marketing Mail/Email/SMS
Partner and/or an Authorized Reseller may produce advertisements in mail/email/SMS formats that feature the Products. The communications containing such advertisements will be sent to Partner’s or the Authorized Reseller’s End User Database via mail, email or SMS. Partner or the Authorized Reseller (and not Google) will be clearly marked as the sender of such advertisements and they will be branded with Partner’s branding.
(iii) Additional Training
Partner and/or an Authorized Reseller may provide additional and specific training to their respective staffs in relation to Product functionality. Such training will refer to Materials, instructions or guidance provided by Google only, and will not make reference to any other information unless approved by Google in advance. Google may supply ex gratia Product stock or training materials for these purposes.
(iv) Page in the Press
Partner and/or an Authorized Reseller may produce printed advertisements that feature the Products and are placed in Partner’s or the Authorized Reseller’s existing fixed inventory advertising space (e.g. in newspapers/magazines).
(v) Google Promotional Offers
Partner and/or an Authorized Reseller may advertise sales promotions (in accordance with sections iv, viii or ix of this Exhibit) where Google agrees to gift Products and/or other Google branded items (either individually or as part of a bundle, and including Google gift vouchers, for example, for the Google Play Store) to customers in connection with Product sales.
(vi) Partner or Third Party Promotional Offer
Partner may gift (or authorize an Authorized Reseller to gift) to customers Partner-branded (or Authorized Reseller-branded) goods and/or content (either individually or as part of a bundle) as part of a sales promotion in connection with Product sales.
Sales promotions to customers under sections (v) and (vi) of this Exhibit also include bundle offers, where the Partner or Authorized Reseller sells more than one Product together, or a Product with a third-party product or service, to a customer for a price that is lower than the manufacturer’s suggested retail price.
(vii) Coupons, Cash-back Offers or Price Reductions
Partner and/or an Authorized Reseller may choose to reduce the price of particular Products for customers via price reductions including “Dollars-Off” promotions, cash-back offers or coupon mechanisms. The parties agree that customer pricing is at Partner’s and/or the Authorized Reseller’s discretion.
(viii) Partner-branded or Authorized Reseller-branded Online Advertising
Partner and/or an Authorized Reseller may feature Products in Partner-branded and/or Authorized Reseller-branded online/in-store advertising, the media space for which is purchased or owned by Partner, and not Google. Google contributes towards the cost of the ad placement only. Google will approve the use of Materials and Google Brand Elements, but Partner is responsible for ad clearance.
(ix) Partner-branded or Authorized Reseller-branded Broadcast Advertising
Partner and/or an Authorized Reseller may feature Products in Partner-branded broadcast advertising, the media space for which is purchased or owned by Partner and/or the Authorized Reseller, and not Google. Google contributes towards the cost of the ad placement only.
(x) Employee Discount
Partner and/or an Authorized Reseller may purchase an agreed upon number of Products at a price to be mutually agreed with Google for offer to the Partner’s and/or Authorized Reseller’s employees for purchase at a discount. Actual discount and pricing offered to employees is set by the Partner and/or Authorized Reseller but the total value of the discount from MSRP provided by Google for all products purchased per employee under this Standard Marketing Activity may not exceed $500. Partner and/or the Authorized Reseller will administer the device discount program.
(xi) Sales Performance Incentive Fund (SPIF)
Partner and/or an Authorized Reseller may engage in SPIFs as a method to drive increased Google product advocacy through incentives which are tied to sales objectives. Partner and/or the Authorized Reseller will administer the SPIF and use the funding for prizes and other incentives (including Product) to reward RSAs in meeting identified sales targets.
(xv) Sponsorships
Partner and/or the Authorized Reseller may receive sponsorships to provide Product exposure and support local and regional Partner and/or Authorized Reseller events such as RSA sales trainings, sporting events, community activities, or other activities where the Partner and/or Authorized Reseller is soliciting funds or products from its manufacturers in exchange for sponsorship. If there is an event sponsorship agreement between Google and Partner or the applicable Authorized Reseller, then this email format may not be used. The parties will then use a mutually agreed template for this activity.
(xvi) Tiered Volume Incentive Rebates
Google pays an amount per tier of Product sales performance by Partner and/or Authorized Reseller.
NON-STANDARD MARKETING ACTIVITIES
- Any marketing activity not set out as a Standard Marketing Activity above is a Non-Standard Marketing Activity.
- The following are specifically identified as Non-Standard Marketing Activities. This list is non-exhaustive:
- (i) Google-branded broadcast advertising;
- (ii) Any marketing activity in connection with which Google supplies personal data of its users to Partner or any Authorized Reseller; and
- (iii) Any Partner or Authorized Reseller lead social influencer campaigns and/or endorsements.
"Authorized Reseller-branded" means advertising in which Google products are featured stand alone or alongside third-party products in an Authorized Reseller-branded style guide.
"Google-branded" means advertising that exclusively features Google products in the Google led style guide and is targeted at end users as an advertisement that is produced and published by Google or the third party; and
"Partner-branded" means advertising in which Google products are featured stand alone or alongside third-party products in a Partner-branded style guide.Schedule 1 - Format of Standard Marketing Activities Email.
NAMER
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]
Email:
Hello,
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”):
[Promotion Type]
[Campaign Name]
[External Description]
b) Charges
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”):
[Product Name]
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]
e) Materials
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]
f) Reports
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.
Kind regards,
[Campaign Owner]
APAC
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]
Email:
Hello,
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”):
[Promotion Type]
[Campaign Name]
[External Description]
b) Charges
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”):
[Product Name]
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).
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.
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]
e) Materials
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]
f) Reports
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.
Kind regards,
[Campaign Owner]
Schedule 2 - Format of Non-Standard Marketing Activities Promotion Schedule.
For Non-Standard Marketing Activities, in addition to the requirements of the Controlling Marketing Agreement, the parties will develop and sign a Promotion Schedule describing the applicable Marketing Activity terms, in a substantially similar format as described below.
_____________
Promotion Schedule
This Promotion Schedule relates to Marketing Activities to be provided under the [insert agreement name] between [insert Google entity] (“Google”) and [insert Partner name] (“Partner”), the Effective Date of which is [insert Effective Date] (the “Agreement”).
All defined terms in this Promotion Schedule will have the same meaning as in the Agreement unless this Promotion Schedule expressly states otherwise. If there is any conflict between this Promotion Schedule and the Agreement, the Promotion Schedule will take precedence.
Promotion Schedule Effective Date: | The latter of the two signature dates set out below. |
Agreed Marketing Activities: | Partner [and/or the following Authorized Resellers] will carry out the following Marketing Activities:
|
Format of Materials: | Partner [and/or the Authorized Reseller(s)] will prepare the Materials in the following format(s):
Partner and all Authorized Resellers will comply with the following branding guidelines (in addition to the Google Brand Elements Guidelines listed in the Agreement):
|
Objectives | The following are the specific objectives to be achieved as a result of the Agreed Marketing Activities: ● [Insert details of any objectives that the parties intend to result from the completion of the Agreed Marketing Activities.] |
Charges: | The Charges for the Agreed Marketing Activities will be as follows: [insert details - if Charges are intended to be passed to Authorized Resellers, so state]. Notwithstanding anything else in this Promotion Schedule to the contrary, and unless otherwise agreed upon in writing by Google, Google’s maximum liability for payments to be made pursuant to this Promotion Schedule will not exceed [insert amount]. |
Expenses: | Please check the relevant box: ☐ Partner will invoice Google for the Charges agreed under this Promotion Schedule monthly in arrears. ☐ Partner will invoice Google for the Charges agreed under this Promotion Schedule in accordance with the following timetable: [insert details]. |
Invoicing: | Please check the relevant box: ☐ Partner will invoice Google for the Charges agreed under this Promotion Schedule monthly in arrears. ☐ Partner will invoice Google for the Charges agreed under this Promotion Schedule in accordance with the following timetable: [insert details]. |
Time frames: | Please check the relevant box: ☐ Partner [and/or the Authorized Reseller(s)] will provide the Agreed Marketing Activities and Materials (if any) from [insert date] to [insert date] (inclusive), or such other date as may be agreed between the parties in writing (including by email). ☐ Partner [and/or the Authorized Reseller(s)] will complete the Agreed Marketing Activities and provide the Materials (if any) by [insert date], or such other date as may be agreed between the parties in writing (including by email). ☐Partner [and/or the Authorized Reseller(s)] will complete the Agreed Marketing Activities and provide the Materials (if any) in accordance with the following timetable:
The timetable set out above may be amended by the parties by agreement in writing (including e-mail). |
Google Marketing Manager: | [Insert name of Google marketing manager] will approve the Materials on behalf of Google (which may be amended from time to time by Google by email). |
Reporting: | In addition to the reporting as specified at Section 7, Partner will provide the following reporting:
|
Other terms | [Insert any other terms that are applicable to the Agreed Marketing Activity] |
If you are signing on behalf of Partner, you represent and warrant that you: (a) have full legal authority to bind Partner to these terms and conditions; (b) have read and understood this Promotion Schedule and the Agreement; and (c) agree to this Promotion Schedule on behalf of Partner.
[insert signature block]
Revised January 11, 2024
Summary of Revisions
- APAC-specific clarifications
- Partner may authorize an "Authorized Reseller" (as defined in the Controlling Marketing Agreement) to engage in certain marketing activities
- Removal of "Partner Lead Social Influencer Campaigns" from the "Standard Marketing Activities" list
- Addition of two specific examples of "Non-Standard Marketing Activities"