Procurement Authorization

Customer shall provide the Company with a [NUMBER] (__) day rolling forecast, updated monthly (“Forecast”), of Customer’s purchases of Products. Customer authorizes the Company to purchase minimum buy items and reel quantities to support materials requirements planning including non-cancelable or non-returnable components. Customer shall be responsible for and will pay the Company on demand for all non-cancelable or non-returnable components purchased pursuant to such Forecast. Customer may, at its option, limit the amount of components that may the Company procure by notifying the Company in writing. If Customer so limits the amount of components that the Company may procure in excess of Forecasts and Purchase Orders, and the Company is unable to deliver Products timely as set forth in Purchase Orders as a result of such limits, the Company shall not be responsible for its inability to deliver Products timely. Customer shall be liable and invoiced for the sales prices of all Products manufactured or partially manufactured specifically to fulfill Customer’s canceled Purchase Orders/Forecasts, prior to the date of any expiration or termination.

Publicity and Marketing

Marketing and Publicity. [Customer] grants the Company the right, to be exercised at the Company’s sole discretion, to use [Customer’s] comments, name, the names of [Customer’s] employees and agents, and the [Customer’s] trade name and trademark in the Company’s promotions, press releases, public relations, advertisements and other sales and marketing activities. Such right shall be unlimited in duration and no compensation shall be required for the Company’s exercise of such right.No Publicity. The Company shall not, at any time use the Customer’s name, trademarks, trade names or any other protected property for any publicity, press releases, marketing or other activities without the Customer’s prior written permission.

Public Disclosure

Sanctioned Public Disclosure. Except press releases and other promotional literature that may be directly related to the Products, the Company will not issue any press release that refers to the [other party] without such party’s prior written approval.ORPublicity. Company may not make any disclosure or announcement relating to this Agreement without the prior written consent of [OTHER PARTY], which shall not be unreasonably withheld. Company may not use [OTHER PARTY’S] name in any endorsement or for any other purpose without [OTHER PARTY’S] prior written consent. Provided that this Agreement has not been terminated due to a breach or default by Company, pursuant to Section ___, Company may reference the services rendered under this Agreement when asked for references from other potential customers.

Private Labeling

Reseller shall not private label or brand [NAME] with Reseller’s name or logo or that of a third party but may use Reseller’s logo or brand together with the Company’s branding and other identification provided that such use is not confusing to Subscribers or other third parties.

Press Release

At a mutually agreed time, but in any event no later than [ , 20 ], Licensee and Licensor shall issue a joint press release announcing the relationship contemplated by this Agreement in a form reasonably agreed upon by both parties in advance of release. Thereafter, each party shall obtain the other party’s prior written approval of all press releases that such party proposes to issue with respect to this Agreement and the transactions contemplated by this Agreement. Licensee also shall obtain Licensor’s prior written approval of all other press releases that Licensee proposes to issue with respect to the Licensed Product.

Privacy

It is Company’s policy to respect Customer’s privacy. Company will not monitor, edit, or disclose any personal information about Customer or Customer’s Company account, including its contents, without Customer’s prior permission unless Company has a good faith belief that such action is necessary to: (a) conform to legal requirements or comply with legal process; (b) protect and defend the rights or property of Company; (c) enforce this Agreement or protect Company's business or reputation, including upon termination, cancellation or suspension of this Agreement by Company; (d) respond to request for identification in connection with claim of copyright or trademark infringement by Customer or a claim by a third party that Customer is using the Service in connection with an infringing, illegal or improper activity; or (e) act to protect the interests of Customer or others. Customer agrees that Company may access its account, including its contents, as stated above or to respond to service or technical issues.CUSTOMER HEREBY GRANTS COMPANY THE RIGHT TO SEND CUSTOMER COMMUNICATIONS VIA E-MAIL OF ANY UPDATES, UPGRADES, NOTICES, OR OTHER INFORMATION RELATING TO THE SERVICE THAT COMPANY DEEMS IMPORTANT FOR CUSTOMER TO KNOW.