GLOWPOINT SALES AGENT AGREEMENT

This AGREEMENT is made between GlowPoint Inc., a Delaware corporation (“GlowPoint”), having offices at 225 Long Avenue, Hillside, New Jersey 07205, and Sony Electronics Inc., a Delaware corporation (“Sales Agent”), having an office at 1 Sony Drive, Park Ridge, New Jersey 07656. Each of GlowPoint and Sales Agent is referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS
1. GlowPoint desires to have Sales Agent assist GlowPoint in marketing certain Services (as hereinafter defined) to Customers (hereinafter “Customers”) anywhere in the world (the “Territory”); and

2. Sales Agent desires to market the Services to Customers in the Territory, and represents that it has the necessary marketing capabilities to do so in a manner that reflects favorably on the quality image of GlowPoint, Sales Agent and the Services;

NOW, THEREFORE, the Parties agree as follows:

APPOINTMENT

1.1 GlowPoint appoints Sales Agent, and Sales Agent accepts such appointment, to be an authorized GlowPoint Sales Agent in the Territory set forth in Appendix 1 (as amended from time to time) for the limited purpose of marketing the Services set forth in Appendix 1 (the “Services”) to Customers in accordance with the terms and conditions of this Agreement. The Parties may mutually agree to add services to or delete services from Appendix 1.

1.2 Sales Agent shall notify GlowPoint in writing of the names of any unaffiliated subcontractor that Sales Agent may use to sell the Services prior to any sales of Services or solicitation of orders by such subcontractor. Sales Agent shall obtain from each such subcontractor a written agreement that provides that (i) such subcontractor shall be bound by all of the applicable obligations in this Agreement; (ii) such subcontractor has no contract with GlowPoint and GlowPoint is not liable for and does not guarantee the performance of any duty that the Sales Agent may be obligated to perform for such subcontractor, including, but not limited to, the payment of compensation; and (iii) GlowPoint shall have no liability whatsoever to such subcontractor for any direct or indirect damages of any nature or kind (including, without limitation, lost commissions) resulting from or relating to GlowPoint’s performance or nonperformance of any obligation under this Agreement. GlowPoint is not liable for and does not guarantee the performance of any duty that Sales Agent may be obligated to its subcontractors to perform, including the payment of compensation, and Sales Agent will so inform its subcontractors.

1.3 The relationship of the Parties under this Agreement shall be, and shall at all times remain, one of independent contractors and not that of employer and employee, franchisor and franchisee or joint venturers. This Agreement does not establish or constitute Sales Agent as GlowPoint’s representative or agent for any purpose other than the solicitation of orders for Services permitted hereunder. Sales Agent is not authorized to accept contractually orders or make contracts in GlowPoint’s name, or to transact any business in the name of GlowPoint, or to assume or create any obligation or responsibility binding upon GlowPoint in any matter whatsoever, unless Sales Agent has prior specific written consent from an authorized officer of the rank of Vice President or above of GlowPoint.

1.4 All persons furnished by Sales Agent for the solicitation of orders for the Services shall be considered solely Sales Agent’s employees, and Sales Agent shall be solely responsible for payment of all its employees’ unemployment, Social Security and other payroll taxes, including contributions from Sales Agent when required by law.
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