{"id":42399,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/joint-marketing-agreement-idt-corp-and-net2phone-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"joint-marketing-agreement-idt-corp-and-net2phone-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/joint-marketing-agreement-idt-corp-and-net2phone-inc.html","title":{"rendered":"Joint Marketing Agreement &#8211; IDT Corp. and Net2Phone Inc."},"content":{"rendered":"<pre>                           JOINT MARKETING AGREEMENT\n\n  JOINT MARKETING AGREEMENT, dated as of May 7, 1999 (this \"Agreement\"), by and\nbetween IDT Corporation, a Delaware corporation (\"IDT\"), and Net2Phone, Inc., a\nDelaware corporation (\"Net2Phone\").\n\n  WHEREAS, Net2Phone is currently a subsidiary of IDT;\n\n  WHEREAS, Net2Phone and IDT expect that equity interests in Net2Phone may be\nsold to additional investors;\n\n  WHEREAS, IDT and Net2Phone have undertaken certain joint advertising and\nmarketing efforts relating to their respective businesses; and\n\n  WHEREAS, Net2Phone and IDT desire to continue such joint advertising and\nmarketing efforts in accordance with the terms and conditions set forth in this\nAgreement.\n\n  NOW, THEREFORE, in consideration of the premises and mutual promises and\nrepresentations contained herein, and other good and valuable consideration, the\nsufficiency of which is hereby acknowledged, the parties hereto do mutually\ncovenant, stipulate and agree as follows:\n\nSection 1.  Joint Advertising and Marketing Efforts.\n            --------------------------------------- \n\n     Each of Net2Phone and IDT shall (a) continue to offer their respective\nusers links to the other party's website, (b) cross-sell one another's products\nincluding through their promotional materials and customer service\nrepresentatives and (c) undertake such additional promotions as the parties\nshall agree from time to time.  IDT and Net2Phone specifically agree that the\nform, content and design of any and all advertisements or promotional materials\nfeaturing the other party shall continue to be developed by or on behalf of such\nparty and shall be subject to such party's final approval.\n\nSection 2.  Compensation.\n            ------------ \n\n       In addition, IDT shall pay to Net2Phone a fee of $8.00 for each customer\nof Net2Phone who becomes a new customer of IDT as a result of Net2Phone's\nreferral and Net2Phone shall pay to IDT a fee of $8.00 for each customer of IDT\nwho becomes a new customer of Net2Phone as a result of IDT's referral; provided,\n                                                                       -------- \nhowever, that no such fee shall be due and payable with respect to any such new\n-------                                                                        \ncustomer until such new customer incurs and pays $50.00 in charges to the party\nresponsible for paying the fee hereunder.  The parties agree to pay all customer\nfees due hereunder to the other party as billed.\n\nSection 3.  Term.\n            ---- \n\n                                       1\n\n \n       The term of this Agreement shall commence on the date hereof and shall\ncontinue for a period of two (2) years (the \"Initial Term\") and, at the end of\nthe Initial Term and of each year thereafter, shall automatically renew for an\nadditional one (1) year period unless one party has given the other party sixty\n(60) days' prior written notice terminating this Agreement.  Following the\nInitial Term, this Agreement may be terminated by either party upon sixty (60)\ndays' prior written notice.\n\nSection 4.  Mutual Covenant as to Advertisements.\n            ------------------------------------ \n\n       Each of IDT and Net2Phone hereby covenants and agrees that their\nrespective marketing and advertising efforts provided for herein shall at all\ntimes comply with all applicable laws, rules and regulations and will not\ncontain any material which is obscene, threatening, fraudulent, harassing,\nlibelous, infringing of third party intellectual property rights, otherwise\nillegal or, in the reasonable judgment of the party required to display the\nadvertisement, offensive.\n\nSection 5.  Cross-Licensing Provisions.\n            -------------------------- \n\n     Each Party acknowledges that nothing contained in this Agreement transfers\nto the other Party any right, title or proprietary interest (including without\nlimitation any intellectual property rights), in any part of the marketing or\npromotional efforts which are the subject matter hereof, or any proprietary\ninformation (including without limitation any trademarks, service marks, trade\nnames, or logos (\"Marks\"), trade secrets, knowhow, inventions, patents\n(including any applications, extensions, continuations, renewals and re-issues\nthereof), copyrights, designs and industrial designs).\n\n     Each Party hereby grants to the other Party a non-exclusive, limited,\nworldwide, non-transferable license to use its Marks solely for the purpose of\ncarrying out such other Party's obligations under this Agreement, including\nwithout limitation the marketing and promotional activities contemplated by this\nAgreement.  Except as provided herein, no licenses of either Party's Marks are\ngranted or implied under this Agreement.\n\nSection 6.  Liability.\n            --------- \n\n     Neither party shall have any liability to the other party for any error,\nact or omission in connection with the marketing activities to be undertaken\npursuant to this Agreement unless any such error, act or omission derives from\nwillful misconduct or gross negligence.  IN NO EVENT SHALL EITHER PARTY BE\nLIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES\n(INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUES OR DATA), WHETHER\nBASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER\nOR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.  THE\nLIABILITY OF EITHER PARTY FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN\nCONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED,\nTHE OTHER PARTY'S DIRECT \n\n                                       2\n\n \nDAMAGES.\n\nSection 7.  Miscellaneous.\n            ------------- \n\n       (a) This Agreement may not be transferred or assigned by either party,\nwhether voluntarily or by operation of law, without the prior written consent of\nthe other which consent may be withheld in such party's sole discretion. This\nAgreement shall inure to the benefit of and be binding upon all permitted\nsuccessors and assigns.\n\n       (b) This Agreement shall be governed by the laws of the State of New York\n(regardless of the laws that might otherwise govern under applicable principles\nof conflicts of law) as to all matters, including, but not limited to, matters\nof validity, construction, effect, performance and remedies.\n\n       (c) This Agreement may be executed in counterparts, each of which shall\nconstitute an original and both of which together shall be deemed to be one and\nthe same instrument.\n\n       (d) All notices, requests, demands, waivers and other communications\nrequired or permitted to be given under this Agreement shall be in writing and\nshall be deemed to have been duly given if delivered personally or by facsimile\ntransmission or mailed (certified or registered mail, postage prepaid, return\nreceipt requested):\n\n\n  If to IDT, to:        IDT Corporation\n                        190 Main Street\n                        Hackensack, New Jersey  07601\n                        Attention:  Chief Financial Officer\n                        Fax No.:  (201) 907-5165\n\n  If to Net2Phone, to:  Net2Phone, Inc.\n                        171 Main Street\n                        Hackensack, New Jersey  07601\n                        Attention:  Chief Financial Officer\n                        Fax No.:  (201) 907-5351\n\nor to such other person or address as any party shall specify by notice in\nwriting to the other party.  All such notices, requests, demands, waivers and\ncommunications shall be deemed to have been received on the date on which hand\ndelivered, upon transmission of the facsimile transmission by the sender and\nissuance by the transmitting machine of a confirmation slip confirming that the\nnumber of pages constituting the notice have been transmitted without error, or\non the third business day following the date on which so mailed, except for a\nnotice of change of address, which shall be effective only upon receipt thereof.\nIn the case of a notice sent by facsimile transmission, the sender shall\ncontemporaneously mail a copy of the notice to the addressee at the address\nprovided for above.  However, such mailing shall in no way alter the time at\nwhich the facsimile \n\n                                       3\n\n \nnotice is deemed received. In no event shall the provision of notice pursuant to\nthis Section 7(d) constitute notice for service of process.\n\n       (e) This Agreement and those provisions of the Separation Agreement\n(defined below) specifically referred to herein contain the entire understanding\nof the parties hereto with respect to the subject matter of this Agreement. This\nAgreement and such referenced provisions of the Separation Agreement supersede\nall prior agreements and understandings, oral or written, with respect to the\nsubject matter of this Agreement.\n\n       (f) In the event that any one or more of the provisions contained herein\nis held invalid or unenforceable in any respect, the parties shall negotiate in\ngood faith with a view toward substituting therefor a suitable and equitable\nsolution in order to carry out the intent and purpose of such invalid provision;\nprovided, however, that the validity and enforceability of any such provision in\nevery other respect and of the remaining provisions contained herein shall not\nbe in any way impaired thereby, it being intended that all of the rights and\nprivileges of the parties hereto shall be enforceable to the fullest extent\npermitted by law.\n\n       (g) The Section headings contained in this Agreement are for reference\nonly and shall not affect the meaning or interpretation of this Agreement.\n\n       (h) Any dispute, controversy or claim arising out of or relating to this\nAgreement or the breach, termination or validity hereof, or any transaction\ncontemplated hereby shall be settled in accordance with the procedures set forth\nin Article VIII of the Separation Agreement, dated as of May 7, 1999, by and\nbetween IDT and Net2Phone, as if such Article VIII were set forth herein in its\nentirety.\n\n                                       4\n\n \n  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nexecuted by their duly authorized representatives as of the date first above\nwritten.\n\n                              IDT CORPORATION\n\n                              By: \/s\/ Hal Brecher\n                                 --------------------------------\n                              Name:  Hal Brecher\n                              Title:  Chief Operating Officer\n\n\n                              NET2PHONE, INC.\n\n                              By: \/s\/ Howard Balter\n                                 --------------------------------\n                              Name: Howard Balter\n                              Title: Chief Executive Officer\n\n\n                                       5\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7828,8319],"corporate_contracts_industries":[9510,9519],"corporate_contracts_types":[9613,9619],"class_list":["post-42399","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-idt-corp","corporate_contracts_companies-net2phone-inc","corporate_contracts_industries-technology__programming","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42399","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42399"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42399"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42399"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42399"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}