Common use of Distribution Partners Clause in Contracts

Distribution Partners. (a) Company may distribute the Products through the Company Partners that make up the Company Network. Company will disclose to Microsoft, each calendar quarter during the Term and upon Microsoft’s request, all Company Partners that make up the Company Network. Such disclosure will be deemed Company’s Confidential Information as that term is defined in the NDA, and will be provided only to those Microsoft quality team personnel who need such information. (b) If any Company Partner or related traffic: (i) violates Guidelines; (ii) violates law with respect to the Products or their distribution; (iii) is engaged in or derived from fraudulent practices; or (iv) [***], then Company will ensure that the Company Partner removes the Bing Search Service and Redirect functionality from those Products (including affected bundled Products) within [***] business days of receipt of written notice from Microsoft. If a violation in [***] is remedied within [***] business days of such notice, then Company may retain or otherwise reinstate the Bing Search Service and Redirect functionality on those Products. By way of clarification and not limitation, [***]. A written notice, delivered by fax as outlined in Section 12.1, given by Microsoft in accordance with subsections (i) through (iii) above is [***] subject to the terms of Section 4.6.5(c) below. (c) In the event that [***], subject to having first engaged in the dispute resolution process in Section 11.1. If the Parties fail to reach a mutually agreeable remedy during the aforementioned dispute resolution process, then Company agrees that subject to Section 9.1(d)-(e) (Indemnification), Microsoft’s, sole remedy[***]. On 1st January each year during the Term, [***]. (d) Company, its Affiliates and their Company Partners must not sub-syndicate or otherwise distribute Products incorporating the Bing Search Service Redirect functionality through any means to any search distribution entity including without limitation those companies operating the [***] branded search distribution services. (e) Company must not directly or indirectly offer the Redirect functionality to [***]. (f) During the Term, Microsoft will not actively solicit a commercial relationship to provide the Bing Search Service to any suspended partner directly nor shall it expressly permit any third party to do so.

Distribution Partners. (a) Company may distribute the Products Implementations through the Company Partners Network members that make up the Company Network. Company will disclose to Microsoft, each calendar quarter during the Term and upon Microsoft’s requestTail Period, all Company Partners Network members that make up the Company Network. Such disclosure will be deemed Company’s Confidential Information as that term is defined in the NDA, and will be provided only to those Microsoft quality team personnel who need such information. (b) If any Implementation, Company Partner Network member, or related traffic, in Microsoft’s sole but reasonable discretion: (i) violates Guidelines[***]; (ii) violates violates, or conflicts with, a rule, regulation, ruling, order, statute, law with respect or binding opinion, notice or policy of a judicial, legislative, or administrative body, or may subject Microsoft to the Products any regulation or their distributionrequirement not generally applicable to it; (iii) is engaged in or derived from fraudulent practices; or (iv) has a [***], then Company will ensure that the Company Partner Network member removes the Bing Search Service Services and Redirect functionality from those Products Implementations (including affected bundled Products[***]) within [***] business days of receipt of written notice from Microsofta Violation Notice, which Microsoft will provide to Company using commercially reasonable efforts. If a violation in [***] is remedied within [***] business days of such notice, then Company may retain or otherwise reinstate the Bing Search Service and Redirect functionality on those Products]. By way of clarification and not limitation, [***]. A written notice, delivered by fax as outlined in Section 12.1, given by Microsoft in accordance with subsections (i) through (iii) above is [***] subject to the terms of Section 4.6.5(c) below. (c) In the event that [***], subject to having first engaged in the dispute resolution process in Section 11.1. If the Parties fail to reach a mutually agreeable remedy during the aforementioned dispute resolution process, then Company agrees that subject to Section 9.1(d)-(e) (Indemnification), Microsoft’s, sole remedy[***]. On 1st January each year during the Term, [***]. (d) Company, its Affiliates and their Company Partners Network members must not sub-syndicate or otherwise distribute Products Implementations incorporating the Bing Search Service Services Redirect functionality through any means to any search distribution entity companies including without limitation those companies operating the [***] branded search distribution services], unless approved by Microsoft in writing. (e) Company must not directly or indirectly offer the Redirect functionality to [***]. (f) During the TermTerm and Tail Period, neither Company nor Microsoft will not actively solicit a commercial relationship to provide the Bing Search Service to any suspended partner directly Rejected or Suspended Implementation nor shall it expressly permit any third party to do so. (g) Company and its Affiliates must not take any action that directs or otherwise moves traffic from any Company or Company Network members [***].