Sample Business Contracts
Strategic Marketing Agreement - Best Buy Co. Inc. and Netflix.com inc.
STRATEGIC MARKETING AGREEMENT
1.1. |
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Agreement refers to this Strategic Marketing Agreement, all exhibits, attachments, addenda, and schedules referred to herein, as it or they may be amended from time to time. |
1.2. |
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Best Buy Site means the sites operated and controlled by Best Buy, located on the world wide web portion of the internet and identified by the URLs www.bestbuy.com, www.samgoody.com, www.suncoast.com, www.mediaplay.com, www.oncue.com, and such other internet sites that are hosted on file servers operated by or on behalf of Best Buy or operated under Best Buys trademarks and trade name, whether or not co-branded with the trademarks or trade names of other entities, regardless of whether such sites are accessed directly through a personal computer or through a kiosk or terminal located in a Best Buy retail store, or via devices such as (but not limited to) mobile phones, web devices, portable digital devices, wireless devices, etc. The Best Buy Site shall exclude the Co-branded Site. |
1.3. |
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Best Buys [*] means[*], directly or indirectly, from or regarding (a) Best Buys [*]are not [*]and (b) Best Buys [*]are[*], but only for that [*]which is received from such customers because of [*]which are not related to this Agreement. Best Buys[*] also includes all[*] created or derived from the above, including but not limited to [*]; and any[*]. |
1.4. |
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Buy Button means a prominently displayed text, button, icon, or other image that links a consumer to a corresponding movie search result page (or other mutually agreed upon page) within the Best Buy Site. |
1.5. |
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Change of Control means |
1.5.1. |
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The consummation of the sale of all or substantially all of the assets of NetFlix; |
1.5.2. |
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The consummation of a reorganization, merger, or consolidation to which NetFlix is a party, if the stockholders of NetFlix immediately prior thereto (excluding any person participating in the Change of Control transaction) own less than a majority of NetFlix voting power immediately thereafter; |
1.5.3. |
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The acquisition by any person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under such Act) of more than a majority of the voting power of those classes of voting stock of NetFlix entitled to vote for the election of directors; or |
[*] Confidential Treatment Requested |
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