M warrants that, subject to the proper functioning of the systems of Company or Company affiliates, the systems will lose no functionality with respect to the introduction of records containing dates falling on or after January 1, 2000. 8.4 Without limiting any of the rights and remedies available to company under this Agreement or at law or equity, in the event of a breach of the representations and warranties under Sections.2 and.3 above, m shall use its best efforts to correct. 8.5 except as otherwise expressly stated in this agreement, the warranties provided by the parties under this section 8 are the only warranties provided herein and are in lieu of all other warranties by the parties, express or implied, including any implied warranty of merchantability. Indemnity limitation of liability.1 Indemnity. M will indemnify, defend and hold Company and Company affiliates harmless from and against any and all claims, actions, liabilities, demands, damages, costs and expenses (including reasonable attorneys' fees and disbursements) arising from or relating to any claims of the following nature, to the extent. 9.2 Limitation of liability.
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6.3 Survival of Certain Terms. The provisions of Sections.1(a.2(a) and (b.1,.3, 7, 8, 9, 10 and Sections (c) and (e)-(h) of Exhibit A will survive the expiration or termination of this Agreement for any reason. All other rights and obligations of the parties will cease upon expiration or termination of this Agreement. Upon termination, (i) Company and m will cease all use of marks of the other party and (ii) Company will cease all use of the m Technology and will purge all such m Technology from its servers, systems and products. Confidentiality each party agrees to treat the other party's Confidential Information with the same degree of care as it maintains its own information of a similar nature. Each party will use at least the same procedures and degree of care which it uses to protect the confidentiality of its own Confidential Information of like importance, and in no event less than reasonable care. Representations and warranties.1 Each party represents and warrants to the other that (i) it is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; (ii) it has full right, power and authority to enter into this. 8.2 m represents and warrants that (i) m has all necessary rights, permissions and authorizations to use and permit Company and/or Company affiliates to use m Technology as contemplated by this Agreement; (ii) neither m Technology nor Company's or Company affiliates' use thereof as contemplated. 8.3 m warrants that the systems (including any software/technology) leased or owned by m in connection with the provision and operation of m Technology, m Images and/or the Production Services include or shall include, at no additional cost to company, design and performance so that. Furthermore, m represents and warrants that subject to the proper functioning of the systems of Company or Company affiliates, such systems will, under normal use and service, record, store, process and present calendar helping dates falling on or after January 1, 2000, in the same manner.
Unless earlier terminated as set forth below, this Agreement - will become effective upon the Effective date and shall * certain information on this page has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions. 3- page continue for a period of two (2) years from the commencement Date; provided, however, that, in the event that the event described in Section.7(ii) does not occur within two (2) years from the commencement Date, this Agreement shall terminate three (3) years. Notwithstanding anything contained in this Agreement to the contrary, the term will be automatically extended to the extent required to expend all of the purchased banner ads consistent with the 5 inventory limitation described above in Section.2; provided, however, that no such extension shall. In no event will the term extend beyond reviews three (3) years and three (3) months from the Effective date. 6.2 Termination for Breach. This Agreement will terminate in the event a party materially breaches any material term, condition or representation of this Agreement or materially fails to perform any of its material obligations or undertakings hereunder, and fails to remedy such default within sixty (60) days (ten (10). Without regard to the foregoing, company may terminate this Agreement immediately and without liability in the event that m markets or promotes m, m Images and/or the Production Services to any Franchisees of the real Estate systems as a preferred alliance or under any other.
M further agrees that fuller upon termination of this Agreement, m business shall immediately cease and discontinue all use of the company marks, including the super Site marks. Further, if m wishes to utilize the company marks in advertising or promotional materials, it must submit such materials to company for final approval before utilizing them. In no event may m or any affiliated or associated person or entity utilize the company marks in connection with any products or services other than the Production Services as contemplated in this Agreement. M further acknowledges that this Agreement does not create or grant any rights in m to use any intellectual property rights owned or controlled by any Franchisee or its affiliates, nor does Company have any right to grant any such rights. (c) Subject to the restrictions set forth herein, the parties contemplate that m shall have the right to use the logo of the designated Company affiliate relating to super Site, if any, subject to the consent of Company or such Company affiliate in its sole. (d) Subject to the restrictions set forth herein, m hereby grants Company and designated Company affiliates a nonexclusive, worldwide, royalty-free, fully paid up, nontransferable right to use the m Marks, during the term, with m's prior written approval, which m will not unreasonably withhold, solely. (e) Further, subject to the restrictions set forth herein, each party may only use the m Marks or Company marks, as the case maybe, as expressly permitted herein and agrees to use such marks in a manner commensurate with the style, appearance and quality. Notwithstanding anything contained in this Agreement to the contrary in no event shall m use the company marks to indicate that m has the right to include m Images on the real Estate system Web Sites or that, except with respect to the banner purchases. Term and termination.1 Term.
Proprietary rights.1 m Images. (a) All m Technology, including without limitation all m Images are, and at all times will remain, the exclusive property of m, and no provision of this Agreement implies any transfer to company or Company affiliates of any ownership interest in any m Technology. (b) m hereby grants to company or the designated Company affiliate a nonexclusive, worldwide, royalty-free, nontransferable license to include on the super Site and real Estate system Web Sites links to m Images on m's servers solely for the purposes contemplated in this Agreement. Except with respect to designated Company affiliates, the foregoing license does not include any right to grant or authorize sublicenses. In the event that Company requires m to post the m Images to the super Site and the real Estate system Web Sites, m grants Company and/or designated Company affiliates the licenses set forth in Exhibit a attached hereto. (a) m owns and at all times will continue to own the trademarks, service marks and/or trade names m and the m logo, as well as any name or mark m may subsequently adopt as a trade name or to designate the Production Services (collectively. (b) m specifically acknowledges that this Agreement does not confer upon m any interest in or right to use any trademark, service mark or other intellectual property right of Company or any company affiliate (collectively referred to as the "Company marks in connection with Agreement.
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To the extent that Company or Company affiliates publish in any media a list of vendors for the super metrowest Site, as reasonably determined by company in good faith, company may include m in such list during the term. 3.6 m Promotion Obligations. At Company's election, m will include and display the logo of the designated Company affiliate relating to the super Site in any page on m's Web site that lists, and displays the logos of, other alliances. In writing addition, at the sole election of Company, m will permit Company or a designated Company affiliate to make a presentation at any regularly scheduled meeting (generally, held on a quarterly basis) of Regional Directors. 3.7 Solution Set Symbol. Company shall ensure that, when a listing solution set queried on the super Site or a real Estate system Web Site includes a listing associated with a m Image, there shall appear beside the listing a generic symbol selected by company indicating that the listing. In no event shall any such symbol as may be placed on the real Estate system Web Sites include or identify "m" or imply any affiliation with or.
Fees; banner purchases -2- page.1 * fees. In consideration of the * of * afforded to m in Section 2 above, m will pay company a * fee in the aggregate amount of * as follows: (i) * upon (ii) * on the * of the and (iii) * upon receipt. Said fee is fully earned upon payment. In the aggregate, m will purchase from Company (or Company's affiliate as may be designated by company) a * banner ads per year over two years, payable in beginning upon the occurrence of the at a cpm. M banner ads will not exceed 5 of Super Site ad inventory in a given month. Should the purchased banner ads exceed 5 of Super Site inventory, the excess ads will be applied at subsequent period(s) when the addition of those ads to the scheduled ad buy for the particular subsequent month does not exceed the 5 threshold; provided, however, that.
There will be a joint press release issued, which the parties in good faith will endeavor to issue on July 15, 1999, approved by both parties, which approvals shall not be unreasonably withheld, indicating the relationship entered into by and between Company and m under. Additionally and subject to the prior approval of Company, not to be unreasonably withheld, m may (i) briefly describe the terms of this Agreement in amendments (the "Amendments to m's registration statement to be filed in connection with the sale of m's common stock. Any other press announcement by either party regarding the subject matter of this Agreement will be subject to the other party's approval, which shall not be withheld unreasonably; provided, however, that m shall not indicate in any press release (or other marketing materials or literature). 3.3 Customer Sales and Billing. M is responsible for and will manage and coordinate any and all sales of Production Services, including by means of m's direct sales force, to its customers. M will be responsible for receiving and fulfilling orders for Production Services and will assume all costs and responsibility for invoicing and collecting revenues for all customer sales.
M will maintain a full-service, live customer call center, available seven days per week, at reasonable hours, to handle inquiries from prospective customers and customers alike. 3.4 Image capturing, Processing and Linking. M will have sole responsibility for, and will bear all costs associated with, capturing images at designated sites through its Service Provider Network and processing captured images to create m Images. Subject to section 2 above, m will provide html links from the super Site and the real Estate system Web Sites to bamboo's servers so that users searching listings on the super Site or any real Estate system Web Site will be able to view. Notwithstanding anything to the contrary in this Agreement, in the event that Company, in its reasonable discretion, determines that posting of m Images to the super Site or the real Estate system Web Sites is preferable to linking, then, subject to section.2, m will. Company will permit linking of the super Site and real Estate system Web Sites to m Images, or posting of m Images to the super Site or real Estate system Web Sites, as the case may be, and the parties will use commercially reasonable efforts. Any m Images posted or linked to the super Site and the real Estate system Web Sites will fully render within a reasonable time comparable to similar services, unless a delay in such rendering is caused by the Internet or the systems of Company. 3.5 Prominence of Promotion. A third-party provider of Virtual tour Images may be able to obtain more favorable treatment than m, online or offline, in marketing on the super Site and in other marketing or promotional materials generated by company or Company affiliates; provided that m will be granted.
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1- page associate images with such listings, any such listings of the real Estate system Web Sites for which m provides m Images shall display plan (i.e., link to or receive postings of) the m Images, on a non-exclusive basis, on the super Site. Banner ad placement; provision of production services.1 Banner Ads. Company will place banner ads on the super Site which ads shall appear on prominent web pages of the super Site (except that no banners shall be placed on any web pages of the super Site which pages are designated to or used for the. The parties will cooperate to establish the precise size and placement of such banner ads. When clicked on, these banner ads shall link directly to html pages hosted and designated by m that will focus on the promotion of m and its products. In no event shall such banner ads link to any web site other than html pages hosted and designated by m or shall any such banner ad links be utilized to offer for sale, market or otherwise promote the sale of products or services other. Nothing contained in this Agreement shall entitle m to place any banner ads on the real Estate system Web Sites.
1.13 "Term" means the term of this as set forth in Section. 1.14 "Virtual tour Images" means any 360 (degrees three dimensional or virtual tour or virtual walkthrough utilizing images. Grant of access to the extent the real Estate system Web Sites offer the opportunity to associate virtual tour Images with property listings contained on any or all of the real Estate system Web Sites, any such listings of the real Estate system. Web Sites for which m provides m Images shall display (i.e., link to or receive postings of) the m Images, on a non-exclusive basis, on the real Estate system Web Sites. The parties acknowledge that as of the date of this Agreement Virtual tour Images of such property listings on such real Estate system Web Sites are offered and that the parties shall cooperate with each other in good faith in an effort to display. Further, indeed In the event that Cendant or a cendant affiliate establishes a super Site which aggregates property listings contained on the real Estate system Web Sites and the super Site offers the opportunity to confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated. A complete version of this exhibit has been filed separately with the securities and Exchange commission.
occurs: (i) all of the real Estate system Web Sites are capable and available to receive links to or postings. System Web Sites and offers the opportunity to associate images with such listings. 1.8 "Confidential Information" means any trade secrets, confidential data or other confidential information oral or written relating to or used in the business of the other party (the "Disclosing Party that a party may obtain from the disclosing Party during the term (the "Confidential Information. The terms of this Agreement will constitute confidential Information. 1.9 "Real Estate system Web Sites" means the collection of html documents residing on servers operated by or for Company or its affiliates and currently accessible on or after the Effective date by Franchisees or the public via the. Internet at the following urls: m; m and.10 "Production Services" means the services provided by or on behalf of m in producing the m Images through the use. 1.11 "Service Provider Network" means the network of individuals throughout m's service area in North America with whom m has entered into agreements to capture images at designated sites on m's behalf. 1.12 "Super Site" means the contemplated real estate Internet portal which may aggregate property listings contained on the real Estate system Web Sites.
Images, on a non-exclusive basis, on the super Site. In consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:. Definitions.1 "Grant fees" means the fees m will pay to company, as provided in Section.1. 1.2 "m Image" means an electronic image of a property produced by or on behalf of m through the use of m Technology. 1.3 "m Technology" means the software and hardware owned or licensed by m, including m Images and the m for java. Software, used to capture, process and view m Images. 1.4 "Franchisee" means any Franchisee of the real Estate systems including the licensed brokers and sales associates of the Franchisee.
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Printer-friendly, access Agreement - m Inc. Sponsored Links, execution Draft access agreement this access agreement (the "Agreement is entered into as of July 15, 1999 (the "Effective date by and between m, Inc., a delaware corporation with an office located at 124 University avenue 202, palo Alto, ca 94301 m and. M uses the london m Technology and provides the Production. Services to its customers on a nationwide basis. In the event that Company,. Company affiliate establishes a real estate super Site which aggregates property listings contained on the web sites of the Franchisors for the real Estate. Systems and the super Site offers the opportunity to associate images with such listings, m desires that any such listings of the real Estate systems for which m provides m Images shall display the.