SALESFORCE PARTNER CO-MARKETING AGREEMENT
Salesforce Confidential
Page 2 of 3
1.
Partner Reimbursements.
In order for any Partner to be reimbursed for any Partner Marketing
Programs, Partner must obtain SFDC’s prior written approval (e-mail acceptable) of marketing plans
(including attendees) and the expenses (including the specific amounts to be incurred) associated
therewith. If SFDC approves in writing the plans and the proposed expenses, then upon Partner’s
submission to SFDC of valid itemized third-party receipts substantiating the pre-approved expenses,
SFDC will reimburse Partner for such marketing expenses within thirty (30) days of the calendar quarter
in which Partner submits such receipts. All receipts must be submitted within thirty (30) days of the
date on which Partner incurs them.
2.
Partner
Marketing Programs.
Partner’s personnel (including any subcontractors used in
connection with co-marketing activities and events) shall meet the licensing, security, labor and site
requirements for the locale where the Partner Marketing Program occurs. It shall be Partner’s sole
responsibility to compensate and/or pay Partner’s personnel or subcontractors used in connection with
any Partner Marketing Program. With regard to any attendee lists (“
Attendee List(s)
”) that Partner
provides to SFDC, Partner represents and warrants that it has: (i) complied with all Applicable Laws
and contractual obligations in its Attendee List collection, processing and transfer to SFDC; (ii) all rights
necessary to transfer the Attendee Lists to SFDC (including any contractual rights owed to third
parties); and (iii) obtained valid consent of all individuals whose personal information is contained in
the Attendee Lists and that such individuals have also consented to the intended use of such
information, including the subsequent transfers to and processing by SFDC.
3.
Indemnification by Partner.
Partner will defend SFDC against any claim, demand, suit or
proceeding made or brought against SFDC by a third party alleging or arising out of Partner’s or Partner
personnel’s (including subcontractors) negligence or intentional misconduct in relation to any Partner
Marketing Program (“
Claim Against SFDC
”), and will indemnify SFDC from any damages, attorney
fees and costs finally awarded against SFDC as a result of, or for any amounts paid by SFDC under a
settlement approved by Partner in writing of, a Claim Against SFDC, provided SFDC (a) promptly gives
Partner written notice of the Claim Against SFDC, (b) gives Partner sole control of the defense and
settlement of the Claim Against SFDC (except that Partner may not settle any Claim Against SFDC
unless it unconditionally releases SFDC of all liability), and (c) gives Partner all reasonable assistance,
at Partner’s expense
.
4.
Limitation of Liability.
IN NO EVENT WILL SFDC OR ITS AFFILIATES HAVE ANY
LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT INCLUDING FOR ANY
LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES,
WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY
OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY
OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL
NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
5.
Term, Termination & Renewal
5.1
Term.
This Agreement starts on the Effective Date and shall remain in effect unless
terminated as set forth herein, provided that if Partner’s participation in the SFDC Partner program or
SPPA terminates for any reason, this Agreement shall automatically terminate as of the end date of its
participation in the SFDC Partner program or SPPA.
