Incredimail 2013 Annual Report Download - page 198

EXECUTION VERSION
12.2.5 Confidentiality of Proceedings . The Parties agree that any arbitration proceedings hereunder will be treated as
the Confidential Information of both Parties and that the existence of the proceeding and any element of it (including, but not limited to, any
pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed
beyond the arbitration panel, except as may lawfully be required in judicial proceedings relating to the arbitration or in accordance with the
disclosure provisions of Section 6.3 (Required Disclosures). In addition, if a Party’s Confidential Information is required to be disclosed
pursuant to an arbitration proceeding or other judicial proceeding, the Receiving Party shall treat the Disclosing Party’
s Confidential Information
pursuant to the terms of Section 6 (Confidentiality).
13. ACCOUNT MANAGEMENT
13.1 Appointment . Each Party shall designate an individual to oversee and manage this Agreement and the relationship of the
Parties during the Term (each, an “Account Manager”), and each Account Manager shall be the first point of escalation for the resolution of
Disputes. Each Account Manager shall be the individual to whom all communications regarding the Parties’ relationship under this Agreement
may be addressed, and who has the authority to act for the appointing Party in connection with all day to day aspects of this Agreement.
Microsoft’s Account Manager shall be available to Conduit as reasonably required and will assist Conduit, as reasonably requested by Conduit,
in all aspects of implementing the Services. The parties will discuss such things as optimizing the End User experience, the number of Unique
Searchers, Gross Revenue and the placement and content of Conduit content and applications on Results Pages. Without limiting the foregoing,
each Account Manager, together with other personnel as determined by the Account Managers, will meet telephonically or in person (a) from
time to time (at a minimum on a weekly basis) to discuss the various elements of this Agreement or (b) as needed to resolve any business or
technical issues that may arise with respect to this Agreement or the relationship of the Parties. Each Party shall similarly appoint a technical
leader (each, a “Tech Lead”), who shall be the primary point of contact for addressing technical issues with the implementation of the Services
on the Properties. Each Party will be responsible for all travel and other costs and expenses for its representatives to attend meetings of, or
otherwise participate in, such meetings. The appointment or removal of Microsoft’
s Account Manager or Tech Lead and any replacement will be
with the prior consent of Conduit, which consent shall not be unreasonably withheld. Conduit shall have the right to request, by delivery of
written notice to Microsoft, the removal from the engagement of Microsoft’
s Account Manager or Tech Lead, and within ten days of the delivery
of such notice to Microsoft, Microsoft shall comply with Conduit’s request, unless Microsoft has a good faith belief that removal is not justified,
in which event Conduit will consider in good faith the reasons for Microsoft’s belief and may withdraw its request.
13.2 Escalation
. Any issue requiring resolution by the Account Executives that remains unresolved will be resolved in accordance
with the dispute resolution procedures of Section 12.1.
14. PUBLIC RELATIONS AND COMMUNICATIONS
14.1 Publicity . Promptly following the execution of this Agreement, the Parties agree to make a mutually-
agreed public statement
regarding the Agreement and relationship contemplated hereby. Except with respect to such public statement, no Party (or their Affiliates) may
issue any press release or make any similar public announcement or public statement, regarding this Agreement without the other Party’s prior
written approval and consent, except as may be required by Law (including securities laws and regulations including in the context of an initial
public offering) or legal process or by any listing agreement with a national securities exchange, in which case the Party proposing to issue such
press release or make such public announcement will use its commercially reasonable efforts to consult in good faith with the other Party before
making any such public announcement. Except as otherwise provided in this Section 14.1, any and all press releases or similar public
announcements or public statements relating to this Agreement will be approved in advance of the release, in writing, by both Conduit and
Microsoft and once released, either Party may repeat information so released and any other public statement that has been publicly disclosed in
accordance with Section 6.2 or Section 6.3 without further consent of the other Party.
CONFIDENTIAL
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