10. Use of Licensee s Name and Referral Sites

10. Use of Licensee's Name and Referral Sites

Many vendors will request permission to use the licensee's name as a reference and in connection with its promotional materials. In addition, the vendor may request that the licensee commit to serving as a reference site for potential new customers. While the licensee may be willing to lend use of its name to the vendor, it should refrain from providing a blanket commitment to serve as a reference site. Such activities can require the licensee to spend valuable personnel time entertaining potential customers of the vendor. In addition, the licensee will be required to admit third parties to its facilities to view operation of the licensed software on its systems. Such intrusive activities should be strictly limited. In any event, the commitment to allow onsite demonstrations should not be given without receiving some additional concession from the vendor (e.g., free training, a bank of professional service hours, price breaks on support, etc.).

Example Provision:

27. Demonstrations and Promotions.

    • 27.1 Promotions Referring to Customer. The parties agree that Vendor may use a textual reference (i.e., no use of Customer logos and/or other materials) to Customer in its client list and other materials. However, Vendor agrees that Customer shall be entitled to review and approve any and all promotional materials that contain a reference to Customer as contemplated herein before publication or distribution of same. No more than once each year of the Term, Customer agrees to permit one on-site demonstration of Vendor's software to a prospective customer. All such on-site demonstrations shall be scheduled at a time acceptable to Customer and no third party will be granted access to Customer's facilities without first executing Customer's then current non-disclosure agreement. Notwithstanding the foregoing, Customer shall be under no obligation to grant access to its facilities to any competitor of Customer.

    • 27.2 Demonstration and Promotions Not Warranties. In no event shall any demonstration or any promotional materials pursuant to this Section constitute an endorsement, representation or warranty, express or implied, by Customer, with respect to the Licensed Software. In the event of a dispute between Customer and Vendor, Customer' agreement to participate in promotions and demonstrations under this Section and all statements made by Customer in connection with such activities shall not be deemed an admission or declaration against interest of Customer in any trial or dispute resolution proceeding between the parties.