Marketing Sponsorship Program Guidelines

1. Overview

The MSI Computer Corp. (MSI) Channel Marketing Development Fund (MDF) is a resource available to MSI registered Resellers (Partners) for funding demand generation activities that increase sales. Activities may include: trade shows, direct mail, seminars, telemarketing, joint advertising, joint collateral, sales tools, training and other types of programs. Upon prior approval, Channel Partners will receive reimbursement for the negotiated expenses associated with a specific activity.
All activities must receive written prior approval from MSI in order to qualify for the program. To plan marketing activities, Partners should contact their MSI Channel Sales Account Manager and/or Channel Marketing Manager.

1-1. Earning & Spending of Funds

MDF will be offered at the discretion and approval of MSI, upon the submission of a marketing plan and MSI Marketing Development Fund Prior Approval Form. Once a marketing plan and prior approval form is submitted and approved, the activity is authorized to take place and funds will be allocated according to the guidelines.
The amount of MDF is mutually agreed between MSI and Partner and also related to the dollar amount of product purchased. MDF is accruable up to certain period of time, and the fund will be expired after a determined period of time. If it is not claimed, such fund shall no longer be available to Partner. Reimbursement will always be made from the oldest applicable funds in this program.

1-2. Disclaimer

MSI may at its sole discretion and without notice, modify this program at any time. Program funding reflects funds that MSI have set aside to reimburse Partners for specific pre-approved activities. Until such time as MSI approves a Partner claim for payment, the funds belong exclusively to MSI.

2. Funding Process

2-1. Approval

Always work with your MSI Channel Account Manager and Channel Marketing Manager to plan marketing activity
No later than 30 days prior to commencement of an activity or program, complete and submit the Marketing Development Fund Prior Approval Form to MSI Channel Marketing Manager for approval.
Prior approval is required for all marketing activities. No payments can be made prior to an event.
Partners will receive an email written confirmation of approval within three (3) days of receiving the Prior Approval Form.

2-2. MDF Claim

After completion of the activity and/or program, complete and submit the Marketing Development Fund Claim Form along with a Proof of Performance and original, unaltered invoice, within forty-five (45) days, to:

Via e-mail: MDF@msicomputer.com

Via mail:
MSI Computer Corp.
Attn: Channel Marketing MDF
901 Canada Court
City of Industry, CA 91748
 
To avoid processing delays, it is recommended to include a copy of the Marketing Development Fund Prior Approval Form with the claim form
Incomplete claim forms and/or insufficient documentation will not be paid. Partner will be notified in writing (email) that additional information is required. If additionally requested documentation has not been received within fifteen (15) days from the date of notification, the claim will be terminated.
Partner is not allowed to deduct MDF, whether it has been prior approved or not, from payment of product purchased or service performed from MSI. Such action may result the account being on hold until the short pay issue is resolved.

2-3. Reimburse Payment

Once MSI receives your Claim Form with complete documentation, it will be acknowledged by an email, be reviewed for completion and approved for payment.
Payment will be issued within thirty (30) days of receiving the Claim Form.
Partners who purchase directly from MSI will be paid in the form of a credit memo.
Partners who do not purchase directly from MSI will be issued by a company check, unless other form of payment indicated.

3. Guidelines

Proper use of MSI’s name, logo and trademarks as indicated in the Logo Guidelines (Exhibit A).
Information presented must not be misleading or deceptive as to price, product, performance, feature, or specifications.
Programs and activities must be appropriate in message and tone in keeping with MSI overall company and brand identity.
MSI will only pay for the portion of the activity that directly promotes our company and products. In the case of multi-vendor activities, MSI’s contribution will be pro-rated to the percentage of the activity dedicated to MSI
In the case of multi-vendor activities, other products must be non-competing.
Reimbursement payments will be made directly to MSI Partner. Partners are responsible for all invoices directly to their suppliers including, but not limited, printing, ad placement, postage, agency and all the related services.

4. Eligible Activities

The following outlines the key marketing options to which Channel Marketing Development Funds (MDF) may be applied. The categories are outlined with the understanding that any activity undertaken involved the promotion of MSI products to generate increased sales and business opportunities.

4-1. Direct Mail/Newsletter

Qualifying Activities

• Printing of direct mail pieces, product flyers, postcard announcements, newsletters and materials

Requirements

Correct trademark notations or credit lines in copy, logos
The MSI corporate logo and product logos and any registered trademarks must be applied in accordance with the MSI Logo Guidelines
Non-competitive third-party products may also be included in advertising
Information must not make misleading or deceptive claims

Reimbursement

Production costs (Layout, Typesetting, Photography)
Distribution costs (mailing list/database fees, mail house services, postage)
Original copy of mailer required
Agency fees & commission fees not reimbursable
Any Mailer and Newsletters where third-party products (no competing products) or Partners are featured will be prorated to reimburse the MSI portion only.

4-2. Seminars and Workshops

Qualifying Activities

• MSI focused seminars or workshops done in conjunction with MSI Partner and/or third party complementary technology

Requirements

Seminar or workshop must focus on MSI product or solutions
Advertising, invitations and print materials must include proper use of MSI logo, trademarks and credit lines
The MSI corporate logo and product logos and any registered trademarks must be applied in accordance with the MSI Logo Guidelines
List of attendees required for seminar and training classes

Reimbursement

Any seminar or workshop where third-party products are featured will be pro-rated to reimburse the MSI portion only
Training: registration form and certificate of completion; location room rental, food & non-alcoholic beverages
Seminar: hotel invoices and list of attendees; location room rental, food & non-alcoholic beverages
Invitation, printing and postage all events

4-3. Trade Shows and Events

Qualifying Activities

• Trade shows and events done in conjunction with MSI Partners
• Advertising and invitations, seminar materials and handouts to promote attendance
• Open House events
• Product Showcases / Expos

Requirements

Trade Shows, Events, Open Houses and Product Showcases/Expos advertising, invitations and print materials must include proper use of MSI logo trademark and credit lines
The MSI corporate logo and product logos and any registered trademarks must be applied in accordance with the MSI Logo Guidelines
Any trade show or event where third-party products or Partners are featured will be prorated to reimburse the MSI portion only (no competing products)
Name and logo identified equally on signage
List of attendees for open house

Reimbursement

• Photograph of vendor display
• Tradeshow: booth/space rental, electrical and furnishings
• Invitations, printing and postage all events

4-4. Advertising and Media Placement

Qualifying Activities

• Promotional activities that involve advertisements in magazines, catalogs, newspapers and journals
• Media broadcasts on radio and TV networks, videos, ”On-Hold” message
• Inserts or flyers in publications

Requirements

Partner must obtain a printed rate schedule and circulation statement for each medium employed.
The MSI corporate logo and product logos and any registered trademarks must be applied in accordance with the MSI Logo Guidelines
All media broadcast material must promote the MSI name and MSI product range in an appropriate manner. Scripts must be submitted to MSI for prior approval before such activity is undertaken.
Discount, rebate, agency fees or commission fees not reimbursable

Reimbursement

• MSI will reimburse actual media or space cost and not rate card expenditures
• Production costs (Layout, Typesetting, Photography) for a MSI specific ad
• Original invoices with rates, broadcast duration and dates aired
• Written radio or video script
• Any Advertising and Media placement where third-party products (no competing products) or Partners are featured will be prorated to reimburse the MSI portion only.

4-5. Catalogs and Buyer’s Guides

Qualifying Activities

• Promotion activity that involves representing and advertising MSI products in a Partner’s company catalog, buyer guide, price book

Requirements

• The MSI corporate logo and product logos and any registered trademarks must be applied in accordance with the MSI Logo Guidelines

Reimbursement

Portion of catalog printing and production costs that are dedicated to MSI
Advertising placement costs
Design, color separation fees, agency fees, commission fees or any other costs other than printing and production costs will not be reimbursed
Any Catalogs and printed guides where third-party products (no competing products) or Partners are featured will be prorated to reimburse the MSI portion only.

4-6. Web Promotions


Qualifying Activities

• Web and e-Commerce campaigns
• Production and distribution of web banners, product spotlights and other web dedicated pages for MSI products
• Web-based purchasing tools for ease or ordering

Requirements

• The MSI corporate logo and product logos and any registered trademarks must be applied in accordance with the MSI Logo Guidelines

Reimbursement

• Web advertising creative fees, web advertising placement costs
• Costs of distribution services such as list serves
• Costs of purchased list serves and placement
• Agency fees or commissions fee not reimbursable

4-7. Public Relations

Qualifying Activities

• Production and distribution of a press release by an agency
• Publication of press articles in print or on the web

Requirements

The MSI corporate logo and product logos and any registered trademarks must be applied in accordance with the MSI Logo Guidelines
Prior to distribution to the press, a MSI public relations representative must approve all references and statements relating to MSI, and MSI products. This approval stage is independent of the expense approval.

Reimbursement

• Copy of press release or articles
• MSI will reimburse for PR agency fees, press release circulation include postage

4-8. Sales Tool and Collateral

Qualifying Activities

• Any type of tool that will aid in the understanding and selling of the MSI product line. Tools can be but are not limited to brochures, product guides, competitive matrices, training presentations, customer presentations, ROI calculators, web modules, etc.

Requirements

The MSI corporate logo and product logos and any registered trademarks must be applied in accordance with the MSI Logo Guidelines
All Sales tools and collateral must promote the MSI name and MSI product range in an appropriate manner. Drafts of such tools and collateral must be submitted to MSI for prior approval before final production.

Reimbursement

• Production costs/materials (layout, typesetting, photography)
• Distribution costs (mailing lists, mail house services, postage)
• Any Sales Tool and Collateral where third-party products (no competing products) or Partners are featured will be prorated to reimburse the MSI portion only.

4-9. Sales Training

Qualifying Activities

Activity that is focused on increasing the knowledge of MSI product line and selling points within the Partner’s organization.
Any type of media including but not limited to CDs, web casts, video, in-person training, lunch-n-learns, on-line learning applications, etc.

Requirements

All training deliverable must promote the MSI name and MSI product range in an appropriate manner. Training scripts, presentations and handouts must be submitted to MSI for prior approval before such activity undertaken.
The MSI corporate logo and product logos and any registered trademarks must be applied in accordance with the MSI Logo Guidelines
List of attendees required for training classes

Reimbursement

• Production costs (layout, typesetting, photography)
• Any training where third-party products are featured will be prorated to reimburse the MSI portion only
• Training: registration form & certificate of completion; location room rental, food and non-alcoholic beverages

5. Ineligible Activities

5-1. Direct Margin Subsidy or Support

Channel Marketing Development Funds are not to be used to lower the cost of products, subsidize margins, fees or interest rates through a promotion or otherwise

5-2. Travel Expenses

Channel Marketing Development Funds may not be used for travel related expenses.

6. Contacts

To submit a MDF Prior Approval and Claim Forms

MSI Channel Marketing -MDF


Via email: MDF@msicomputer.com

Via mail:
MSI Computer Corp.
Channel Marketing – MDF
901 Canada Court
City of Industry, CA 91748


Exhibit A

MSI Logo Guidelines


TRADEMARK AND GRAPHIC USAGE AGREEMENT
MSI Computer Corp. ("MSI") grants qualified System Integrators and National Distributors Partners (Partner) limited permission to use the trademarks ("MSI Trademarks") or graphics ("MSI Graphics") provided herein solely in connection with the advertising, marketing, promotion and sale of Partner products with the terms and conditions provided below. You must agree to abide by these terms and conditions before you download, copy, or use the MSI Trademarks or MSI Graphics provided herein. Any such downloading, copying or use indicates your acceptance of these terms and conditions. If you do not agree to these terms and conditions, do not download, copy, or use the MSI Trademarks or MSI Graphics.

I. MSI Trademarks
1. Partner shall use the MSI Trademarks only in the manner specified by MSI in the MSI Trademark and Logo Usage Guidelines provided by MSI. The MSI Trademark and Logo Usage Guidelines may be modified by MSI from time to time.
2. Partner shall comply with the following terms and conditions:
i. Partner shall use the MSI Trademarks solely in connection with the corresponding MSI products and not for any other goods and/or services.
ii. Partner's company name, logo or product name shall appear on any products or related materials where an MSI Trademark is used.
iii. Partner shall not combine the MSI Trademarks with any other trademark, trade name, other logo, words, graphics, photos, slogans, numbers, design features, or symbols.
iv. Partner shall not use the MSI Trademarks in any manner that may disparage the MSI Trademarks or impair the validity, scope, title or goodwill of MSI in the MSI Trademarks.
v. In each publication or other item produced or caused to be produced by Partner that includes any MSI Trademark, Partner agrees to provide a specific trademark attribution that uses a ™ or ®, as appropriate, and acknowledges MSI Computer Corp. as the owner of the trademark(s) used. Such acknowledgement shall be in a font size customarily used and at least as large as other trademark attribution.
3. The Size of MSI and MSI logo must be illustrated at least as large as Partner’s own company name and logo, unless specific request granted.
4. Partner acknowledges the great value of the goodwill associated with the MSI Trademarks and further acknowledges that MSI is the sole and exclusive owner of the MSI Trademarks and the goodwill associated therewith. Partner agrees that it will not, either during or after the term of this Agreement, contest, attack or dispute, or assist another party in contesting, attacking or disputing MSI's title or rights in the MSI Trademarks.
5. Partner shall defend, indemnify and hold MSI harmless from and against any claims, lawsuits, judgments, losses, damages, costs and attorney's fees at all levels of proceedings arising from an unauthorized or negligent use by Partner of MSI's Trademarks or the trademarks of a third party.
i. Partner shall inform MSI, within a reasonable time, of any unauthorized use of the MSI Trademarks that comes to the attention of Partner. MSI shall have the right, but not the obligation, to take action against any unauthorized user.

II. MSI Graphics


1. Partner shall comply with the following terms and conditions:
i. Partner shall use the MSI Graphics solely in connection with the corresponding MSI products and not for any other goods and/or services.
ii. Partner shall not use the MSI Graphics in any manner that may disparage the MSI Graphics or impair the validity, scope, title or goodwill of MSI in the MSI Graphics.
iii. In each publication or other item produced or caused to be produced by Partner that includes any MSI Graphics, Partner agrees to provide a specific attribution that acknowledges Micro-Star Int'l Co., Ltd as the owner of the graphic(s) used. Such acknowledgement shall be in a font size customarily used and at least as large as other trademark attribution.
 

III. Partner acknowledges that use of the MSI Trademarks and/or MSI Graphics in no way implies sponsorship by MSI of Partner's company, products and/or services. Partner shall not use the MSI Trademarks and/or MSI Graphics in any manner that implies MSI's sponsorship of Partner's company, products and/or services.

IV. Partner acknowledges that the MSI Trademarks and MSI Graphics shall not be modified to infringe the copyright, trademark or common law rights of any person or entity; and that nothing contained in material produced by the Partner that incorporates the MSI Trademarks or the MSI Graphics will constitute a libel or slander against, or violate or infringe upon any right, common law or otherwise, of any kind or nature whatsoever, of any person or entity, including, without limitation, any right of privacy or publicity. PARTNER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS MSI AND ITS LICENSORS, AND ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS, FROM AND AGAINST ANY AND ALL LOSS, DAMAGE, LIABILITY AND OTHER EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES), RESULTING FROM PARTNER'S BREACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT OR OTHER IMPROPER USE OF THE MSI TRADEMARKS OR MSI GRAPHICS.


V. Warranty Disclaimer

ALL MATERIALS PROVIDED BY MSI, INCLUDING THE MSI TRADEMARKS AND THE MSI GRAPHICS, ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. MSI HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO MATERIALS, INCLUDING ALL WARRANTIES, IMPLIED OR EXPRESS, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN NO EVENT SHALL MSI BE LIABLE FOR ANY DAMAGES WHATSOEVER, (INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM LOSS OF USE, DATA OR PROFITS), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORT RELATED ACTION, ARISING OUT OF, OR IN CONNECTION WITH, OR IN CONTEMPLATION OF THE USE OR PERFORMANCE OF MATERIALS PROVIDED FROM THIS SERVER, EVEN IF MSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

VI. Termination

1. Partner's failure to comply with the terms and conditions of this Agreement shall result in an immediate termination of this Agreement.
2. MSI reserves the right to withdraw permission to use the MSI Trademarks and/or the MSI Graphics, in its sole discretion.
3. Upon the expiration or termination of this Agreement, the rights and licenses granted hereby to Partner shall immediately terminate and Partner shall immediately cease to use the MSI Trademarks and/or MSI Graphics.

VII. Other

1. Any claim arising under or relating to this Agreement shall be governed by and construed in accordance with, the substantive laws of the State of California, without regard to principles of conflict of laws. Each party hereto submits to the jurisdiction of the state and federal courts of Los Angeles County and the Central District of California for the purposes of all legal proceedings arising out of or relating to this Agreement or the subject matter hereof. Each party waives any objection that it may have to contest such forum.
2. Should any court of competent jurisdiction declare any term of this Agreement void or unenforceable, such declaration shall have no effect on the remaining terms hereof.
3. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
4. This Agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous oral agreements with respect to the subject matter of this Agreement.