6. Re-branding and Localization of Company Products. The Parties agrees as
follows with regards to the re-branding and localization of Company Products by
Reseller under this Agreement:
A. Company will NOT re-brand Company Products by changing the name of
the Company Products and/or changing logos in Company Products to match those
of Reseller or of any other brand.
B. Company will provide language localization of the Company Products.
However, Reseller is fully responsible and liable for providing necessary language
translations at Reseller’s sole expense.
7. Ownership of Intellectual Property. The Parties hereto agree that all
intellectual property rights to Company Products are solely vested in Company.
Reseller shall make no claims to Company Products nor shall Reseller make any
such claims in any ideas, modifications to products, and other deliverables (“Work
Product”) that result from Reseller’s services pursuant to this Agreement. The
Parties agree that such Work Product is considered to be a “work for hire” and shall
be therefore exclusively vested in Company and/or automatically assigned to
Company. Reseller agrees to promptly execute any documents necessary for
Company to perfect its rights in such Work Product.
8. Term and Termination. The term of this Agreement shall begin on the date
indicated on the first page hereof and shall expire after ONE YEAR.
A. This Agreement shall be automatically renewed for a one-year period each
time, unless a Party has otherwise notified the other Party, in writing, at least 90
days prior to the renewal date.
B. Each Party may terminate this Agreement in the event that the other
Party has performed an act or omission, which constitutes a material breach of this
Agreement. A material breach shall include inter alia any act or omission of
misrepresentation of Company’s Products in any manner, other than the Products
purpose or other than under Company’s brand name, a breach of any undertaking
regarding confidentiality and nondisclosure, or any infringement of either party’s
intellectual property rights, and requirements detailed in section 3. In the event
that a Party is in material breach of this Agreement and has failed to cure said
breach within 14 days of the date in which it was informed in writing by the non
breaching Party of said breach, the non breaching party may terminate this
Agreement.
C. When it becomes known to either the Party that the other Party has failed
to comply with any law, rule, order or regulation applying to its activities pursuant
to this Agreement or has become involved in any activity, which is likely to harm
either Party, then the other Party shall have the right to terminate the Agreement.
D. Upon expiration or earlier termination of this Agreement, Reseller shall,
within 10 days after such expiration or termination, advise Company by notice of all
existing indications of interest by, and discussions with, potential customers
relating to the Products.