Common use of Channel Partners Clause in Contracts

Channel Partners. Subject to the terms of this Agreement, Company may authorize third parties to act, within the Exclusive Field, as the alliance partners, sub-agents or sub-distributors with respect to the marketing and/or distribution of Content (each, a “Channel Partner”). Prior to Company’s approaching or establishing any relationships with Channel Partners, the parties shall mutually agree upon a technique, procedure and parameters for working with the Channel Partners. (a) Audible’s prior written consent shall be required for any sale or distribution of any Content that is not solely through a “mirror” site where Audible, on behalf of the Business, processes the transactions and provides fulfillment of Content-related orders; Audible’s prior written consent also shall be required with respect to any implementation or technology issues related to establishment or operation of any “mirror” site. Mirror sites may include “white label” or “private label” versions of the web site of the Business. Audible’s prior written consent shall not be unreasonably withheld or delayed. (b) Audible’s prior written consent shall be required for any Channel Partners that are multi-national entities or whose products or services are offered on a multi-national basis. Notwithstanding the preceding, Audible’s prior written consent shall not be required to approach such Channel Partners if the relationship is limited to German language activities within the Exclusive Field, provided that Company obtains Audible’s prior written consent for entering into any contracts with such Channel Partners. Where Audible’s consent is required under this paragraph, such consent shall not be unreasonably withheld or delayed. (c) Audible’s prior written consent shall be required for any sharing of any Confidential Information related to Audible, the Audible Content or other intellectual property of Audible, or related to the relationship between Audible and the Business; however, Company may disclose the existence, but not the terms, of its relationship with Audible without the requirement of prior written consent. Company shall be responsible for assuring each Channel Partner’s compliance with this Agreement and each agreement with Company, and Company shall enforce such agreements; any breach of any term or requirement of this Agreement by any such party shall be deemed to be Company’s breach for purposes of this Agreement. Company shall qualify all people or organizations seeking to become Channel Partners and shall train any such accept-able Channel Partners as reasonably necessary to assure an acceptable level of quality and performance. Company shall regularly evaluate the performance of each Channel Partner for purposes of determining the level of skill of each such parties’ relationship with End Users, and the general representation of the Business and the Content afforded by each Channel Partner. Audible shall have access, upon reasonable prior notice, to all written contracts of Company pertaining to any activities related to the marketing, sale or distribution of Content by the Channel Partners.

Channel Partners. Subject to the terms of this Agreement, Company France Loisirs may authorize third parties to act, within the Exclusive Field, as the alliance partners, sub-agents or sub-distributors with respect to the marketing and/or distribution of Content (each, a “Channel Partner”). Prior to CompanyFrance Loisirs’s approaching or establishing any relationships with Channel Partners, the parties shall mutually agree upon a technique, procedure and parameters for working with the Channel Partners. (a) Audible’s prior written consent shall be required for any sale or distribution of any Content that is not solely through a “mirror” site where Audible, on behalf of the Business, processes the transactions and provides fulfillment of Content-related orders; Audible’s prior written consent also shall be required with respect to any implementation or technology issues related to establishment or operation of any “mirror” site. Mirror sites may include “white label” or “private label” versions of the web site of the Business. Audible’s prior written consent shall not be unreasonably withheld or delayed. (b) Audible’s prior written consent shall be required for any Channel Partners that are multi-national entities or whose products or services are offered on a multi-national basis. Notwithstanding the preceding, Audible’s prior written consent shall not be required to approach such Channel Partners if the relationship is limited to German French language activities within the Exclusive Field, provided that Company France Loisirs obtains Audible’s prior written consent for entering into any contracts with such Channel Partners. Where Audible’s consent is required under this paragraph, such consent shall not be unreasonably withheld or delayed. (c) Audible’s prior written consent shall be required for any sharing of any Confidential Information related to Audible, the Audible Content or other intellectual property of Audible, or related to the relationship between Audible and the Business; however, Company France Loisirs may disclose the existence, but not the terms, of its relationship with Audible without the requirement of prior written consent. Company France Loisirs shall be responsible for assuring each Channel Partner’s compliance with this Agreement and each agreement with CompanyFrance Loisirs, and Company France Loisirs shall enforce such agreements; any breach of any term or requirement of this Agreement by any such party shall be deemed to be CompanyFrance Loisirs’s breach for purposes of this Agreement. Company France Loisirs shall qualify all people or organizations seeking to become Channel Partners and shall train any such accept-able Channel Partners as reasonably necessary to assure an acceptable level of quality and performance. Company France Loisirs shall regularly evaluate the performance of each Channel Partner for purposes of determining the level of skill of each such parties’ relationship with End Users, and the general representation of the Business and the Content afforded by each Channel Partner. Audible shall have access, upon reasonable prior notice, to all written contracts of Company France Loisirs pertaining to any activities related to the marketing, sale or distribution of Content by the Channel Partners.