Joint Venture
Joint Venture
SCHOOL NETWORK ASSOCIATION AGREEMENT
THIS SCHOOL NETWORK ASSOCIATION AGREEMENT (“Agreement”) is made on this day __________ of by and between _______________________, a company duly incorporated under the laws of Pakistan and having its place of business at ____________________________ (the “Company”); Inspector General Police Punjab, CPO I, Lahore (the “Network Associate”) and ______________ [Names and addresses of Principal Equity Holders], each of whom owns _____% or greater equity interest in the Unit Network Association (collectively “Principal Equity Holders”).
THE SYSTEM
The Company has the know how, expertise and experience in the establishment, operation, management and running of schools for upto high school level (the “Schools”). Based on this the company has developed a system which inter alia includes systems and procedures for the operation, management and running of the Schools providing high quality education from the Schools, structuring the curriculum courses to be taught at the Schools and developing methods of teaching the aforesaid courses at the schools and devising, regularizing and establishing the various processes, methods, operations, programs, schemes, strategies and techniques concerned therewith (the “System”).
The Network Associate shall by using the Proprietary Marks and the System and certain other products and services as allowed by this Agreement, operate, manage and run the Schools efficiently and successfully thereby maintain the high standards of education (the “Business”).
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
INTERPRETATION AND DEFINITIONS:
In this Agreement unless there is something in the subject or context inconsistent therewith, the following expressions have the following meanings:
- “Address” shall mean the premises for the School situated at Civil Lines, Faisalabad.
- “Business” shall mean the use of the Proprietary Marks and the System and certain other products and services as allowed by this Agreement to operate, manage and run the school efficiently and successfully thereby maintaining the high standards of education in terms of this Agreement.
iii. “Operations Manual” shall mean the control/confidential manual containing policies and procedures to be adhered to by the Network Associate in performing the obligation of running the School in Exhibit ______ and shall include all amendments and supplements thereto provided to the Network Associate from time to time;
- “Educational Materials and Accessories” shall refer to all the items/products which the Network Associate shall purchase from the Company and are more specially described in Exhibit _______ hereto.
- “Gross Revenues” means the aggregate gross revenue earned (whether or not actually received) by Network Associate from the registration fee to admission fee, tuition fee, science lab charges and computer lab charges and similar other charges of the School, calculated on an accrual basis in accordance with generally accepted accounting principles, and whether payment is, or is expected to be for cash, credit or any other form or source arising out of the operation of the Business;
- INT shall mean the initial Network Training Program provided by the Company to the Network Associate at a location to be designated by the Company in terms of Section 4.01 of this Agreement.
vii. Operation Schedule shall mean all the details relating to construction of the building required for the School, including without limitation design specifications, time frame for the building of the School, and other details for hiring the staff, admissions, teacher’s training, administrative arrangements and other operational activities as more specifically prescribed in Exhibit ___ hereto.
viii. Proprietary Marks shall mean and include all the present and future trade marks, trade names, logo types, insignias, commercial symbols, the processes, procedures, manuals, course materials, training manuals, operating manuals, policy manuals, materials, soft ware and data base, sales promotions ads, business forms, accounting procedures, marketing reports, informated bulletin, inventory systems, belonging to the Company and/or pertaining to the Business and/or System including without limitation such other proprietary marks are as more specifically prescribed in Exhibit _______ hereto;
- Royalty shall mean the fee as specified in Section 7.02 of this Agreement.
- School means the school from classes KG to Class X established, operated, managed and run by the Network Associate at the address or at any other address as may be agreed by the Company.
- School Network Association Agreement means this agreement entered into between the Company and the Network Associate for the use of the System for the School.
xii. School Network Association means the grant of the System by the Company to the Network Associate for the operation of School in accordance with the School Network Association Agreement.
xiii. System shall mean the system developed by the Company which inter alia includes systems and procedures for the operation, management and running of the Schools, providing high quality education from the Schools, structuring the curriculum of courses to be taught at the Schools and devising, regularizing and establishing the various processes, method, operation, programs, schemes, strategies and techniques connected therewith.
NETWORK ASSOCIATE RECEIVING THE GRANT OF LICENSE
- The company hereby grants to the Network Associate, and the Network Associate hereby accepts, the grant by the Company to use the System by conducting the Business at the School in strict compliance with this Agreement and the Operations Manual.
PROPRIETARY MARKS
- The Company and its affiliates are the absolute owners of the Proprietary Marks. The Company has obtained, or will be the applicant for, registration of the Proprietary Marks. The Company and its affiliates are the exclusive owners of all property rights and interests pertaining to the Proprietary Marks.
GOODWILL
III. The Company has expended considerable money and effort in developing and improving the System and in advertising, promoting and publicizing the Proprietary Marks, all of which have become well and favourably known to the public in the Islamic Republic of Pakistan and throughout the world, and the Company has acquired a valuable good will therein. The public has come to associate said Proprietary Marks with the System and the services offered, sold and rendered by the Company.
NETWORK ASSOCIATE’S ACKNOWLEDGEMENTS
- Network Associate has had the opportunity to investigate the System and the competitive market in which it operates. Based on conclusions drawn therefrom, Network Associates desires to operate the School, use the system and its Proprietary Marks, have the right to engage in the business of offering to the public said products and services, and derive benefits from Company’s System, services, information, experience, advice, guidance, know how and customer goodwill.
Network Associate acknowledges that it is essential to the maintenance of the high standards that the public has come to expect of the Company, and to the preservation of the integrity of the Proprietary Marks and goodwill, that Network Associates adheres to the uniform standards, procedures and policies hereafter described.
NOW THEREFORE, on the basis of the foregoing recitals, in consideration of the mutual promises, covenants, agreements and conditions contained in this Agreement, and other good and valuable consideration, Company and Network Associate hereby agree as follows:
ARTICLE I- USE OF NETWORK ASSOCIATION
- Use of Network Association
Subject to the terms and conditions contained herein, the Company hereby grants to the Network Associate and Network Associate hereby accepts from Company, the exclusive right and licence to act as Network Associate. The Network Associate shall have the right to use, in connection with the operation of the School, the System and the Proprietary Marks. It is agreed that the Network Associate shall complete all the operational activities as described in the Operational schedule including without limitation the construction of the building required for the purpose of running the School in accordance with the design, specifications and within the time frame prescribed tin the Operations Schedule and the hiring of the staff, teachers training, administrative arrangements and other operational activities including admissions, etc.
The building to be constructed for the School shall be used solely for the School and running of the Business by the Network Associate and not for any other activity or by any other entity/association/corporation, etc.
1.02 Terms of Network Association
The initial terms of this Agreement and of the right and the license granted therefore shall commence on the Effective Date and shall end ten years after the Effective Date, unless sooner terminated with the provisions hereof. Subject to the provisions of Article X hereof, this Agreement may be renewed for additional ten years period thereafter.
1.03 Sub Networking
The Network Associate shall not be entitled to assign the grant of the System or any rights under this Agreement.
ARTICLE II- LOCATION AND TERRITORY
3.01 Use of Proprietary Marks
During and after the term of this Agreement, the Network Associate shall not in any way dispute or impugn the validity of the Proprietary Marks or the rights of the Company in them. Network Associate will use such Proprietary Marks only for so long as the right and license granted herein remains in force and only in connection with the conduct of the Business, in the manner and for the purposes specified in this Agreement. Network Associate shall not either during or after the term of this Agreement, do anything, or aid or assist any other party to do anything, which would infringe upon, harm, or contest the rights of the Company in any of its Proprietary Marks including without limitation. The Network Associate will not use and Proprietary Marks in connection with the conduct of the Business, or any products, packages, or other materials which Network Associate obtains from the Company or any manufacturer designated or approved by the Company, other than as herein licensed or as explicitly authorized in writing by the Company.
3.02 Future Proprietary Marks
From time to time, the Company may change, improve or modify any of the Proprietary Marks. Network Associates shall use and display, as may be applicable, such modified Proprietary Marks in accordance with the procedures, policies, rules and regulations prescribed by the Company. Network Associate acknowledges and agrees that all rights to any such modified Proprietary Marks as well as additional rights that may arise in the future in connection with the Proprietary Marks or their use by the Company. Network Associate, whether as trade names, service marks or copyrighted materials, shall be the exclusive property of the Company and shall insure to the benefit of the Company except as otherwise expressly provided therein.
3.03 Use of Network Business Name
(a) Network Associate shall operate, advertise and promote its Business under the designation “The Educators” its translation, or any other name or names as the Company and Network Associate may from time to time agree in writing, and under no other name or designation whatsoever.
(b) The Company shall own all rights, title and interest to the Proprietary Marks and to any applications, registrations and other filing or notices which may be made with respect thereto in any jurisdiction except to the extent any such rights are licensed to the Network Associate hereunder. Network Associate shall execute any and all necessary papers, documents and assurances to affectuate this purpose and shall cooperate fully with the Company in securing all required approvals from appropriate authority respecting use of the Proprietary Marks.
(c) The Network associates shall not use any of the Proprietary Marks or Company’s trade name, or any words or symbols that are confusingly similar thereto, in whole or in part, in its corporate name unless required to do so by applicable law (and if required to do so, Network Associate shall immediately change its corporate name to delete any of Company’s Proprietary Marks upon termination of this Agreement for any reason whatsoever, Network Associate shall execute and file such documents as may be necessary to revoke or terminate such assumed name registration. If Network Associate fails to do so (or to change its corporate name if it contains any of its Company’s Proprietary Marks) Network Associate hereby irrevocably appoints Company as its attorney in fact to do so for and on behalf of Network Associate.
3.04 Trademark Applications
The Company is solely responsible for filing and prosecution of applications with the appropriate trademark registration authorities, for registration of all the Proprietary Marks including without limitation the trademark “THE EDUCATORS” and logo connected therewith in the English language or other language appropriate for such registration. The Company has already filed application to register its trademark with the relevant trademark authorities/is intending to file an application to register its trademark with the relevant trademark authorities. Network Associate shall execute such documents as are necessary and shall otherwise cooperate with Company in other registrations of trademarks to be used in connection with the Business.
3.05 Confidentiality of System
Network Associate hereby acknowledges that as between it and the company, Company is the sole owner of all Proprietary rights in and to the System and all material and information relating to the System now or hereafter revealed to Network Associate under this Agreement. Network Associate further acknowledges that the System, in its entirety, constitutes trade secrets of Company and that they are revealed to Network Associate in confidence, solely for the purpose of enabling Network Associate to establish and operate the School in accordance with the terms of this Agreement. Such trade secrets may include, but are not limited to course materials, training manuals, operating manuals, policy manuals, sales promotion aids, business forms, accounting procedures, marketing reports, information bulletin, software and database and inventory systems. Network Associate hereby agrees that both during and after the terms of this Agreement, Network Associate will not reveal any of such trade secrets to any other person or entity, and will not use any of such trade secrets in connection with any business or venture in which Network Associate has a direct or indirect interest, whether as a proprietor, partner, joint venture, share holder, officer, director or in any other capacity whatsoever, other than in connection with the operation of the Business licensed herein. Network Associate shall not reveal, use or appropriate in connection therewith any of the proprietary rights, confidential information or trade secrets referred to in this Section 3.05 unless otherwise authorized by this Agreement.
3.06 No other similar business during the Term of this Agreement
(a) Network Associate acknowledges that pursuant to this Agreement Network Associate will receive specialized training and trade secrets, including without limitation information regarding the operational sales, promotional and marketing methods and techniques of the System. In consideration of for the use and license of such valuable information, Network Associate agrees that it shall not during the terms hereof act as an educational institute/school including all ancillary acts authorized by the Company to be conducted at or from the School with respect to any business other than the Business, nor shall it operate, manage, own, consult, assist or hold an interest, direct or indirect (as an employee, officer, director, shareholder, partner, joint ventures or otherwise) in any business other than the Business. It is the intention of the parties that Network Associate maximize the Gross Revenue of the Business for the mutual benefit of Company and Network Associate and any action of Network Associate which diverts business to another entity or diminishes the Gross Revenues of the Business is a material breach of this Agreement. Network Associate shall either directly or indirectly, for itself, himself or herself, or through, on behalf of, or in conjunction with, any person, persons, partnership or corporation, divert or attempt to divert any business or customer of the Business to any competitor, by direct or indirect inducement or otherwise, to do or to perform, directly or indirectly any other act injurious prejudicial to the goodwill associated with the Proprietary marks or the System or solicit and/or employ any person who is at that time employed by the Company or any of its affiliated corporations to leave his or her employment. This Section 3.06 shall apply toe ach principal owner of Network Associate. If Network Associate violates the above non solicitation of employee covenant and employs, or if any one of its affiliates employs, the person so solicited, Network Associate must pay to the Company a sum equal to 150% of the annual salary rate being paid to the employee at the time of the solicitation.
(b) Network Associate acknowledges that the restrictions contained in this Section 3.06 are reasonable and necessary in order to protect legitimate interests of the Company, and in the event of violation of any of these restrictions, Company shall be entitled to terminate this Agreement, to obtain damages, including without limitation Royalty and other fees that would have been payable if such business were included in the Business and to require an accounting by Network Associate of all earnings, profits and other benefits arising from such violation. These rights and remedies of the Company under this Section 3.06(b) shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled at law or in equity.
3.07 Rights to Goodwill
Network Associates acknowledges that all goodwill which may arise from Network Associate’s use of Company’s Proprietary Mark or the System is and shall at all times remain the sole and exclusive property of the Company and shall ensure to the sole benefit of the Company.
3.08 Unauthorized Use
If Network Associate receive notice, or is informed, of any claim, suit or demand against Network Associate on account of any alleged infringement, unfair competition or similar matter relating to its use of the Proprietary Marks used by the Network Associate in accordance with the terms of this Agreement. Network Associate promptly shall notify Company of any such claim, suit or demand. Thereupon, the Company promptly shall take such action as may be necessary to protect and defend Network Associate against any such claim by any third party. Network Associate shall not settle or compromise any such claim by a third party without the prior written consent of Company. Company shall have the right to defend, compromise or settle any such claim at Company’s sole cost and expense using attorneys of its own choice and Network Associate agrees to cooperate fully with Company in connection with the defence of any such claim. Any costs and expenses in connection with such defence, compromise or settlement occasioned by acts or omissions of the Network Associate shall be the sole responsibility of Network Associate. All other related costs and expenses shall be the sole responsibility of the Company.
ARTICLE IV – CONTINUING SERVICES OF COMPANY
In addition to any assistance which the Company may have heretofore rendered to Network Associate relating to School construction and layout, and equipment selection and installation, Company agrees that it will perform the continuing services as set forth in Section 4.01 and 4.02 below for the benefit of Network Associate.
4.01 Training
(a) The Company shall instruct Network Associate in the System by providing an initial Network training “INT” Program at a location to be designated by the Company for such of Network Associate’s principals, management and supervisory personnel as Network Associate may reasonably designate. Network Associate shall bear all expenses of its said attendees in connection with such initial training but no tuition or or separate fee shall be payable to the Company by Network Associate’s attendees. Such training shall be provided in English. The number and type of personnel to be used by the Company to provide training shall be wholly the discretion of the Company.
(b) After opening the School, the Company may cause such of its personnel as it deem appropriate to visit the School and provide additional training and operating assistance to Network Associate in connection therewith. The Company shall be responsible for all travel, lodging, meals and other living expenses it or its said personnel may reasonably incur to such visit.
(c) Network Associate shall have the right at any time to request the Company to provide training or operating assistance. When so requested the Company shall provide personnel for such purposes, subject to prior commitments, in such manner as the Company shall be solely that of Network Associate. Network Associate shall be liable for all necessary and reasonable costs and expenses of such training or assistance including but not limited to food, lodging, transportation and Company’s employee per diem payments. Also, the Company shall have the right at its sole expense, to make periodic visits to the school to inspect Network Associate’s business locations during the term hereof, whether or not Network Associate requests any such visit.
4.02 Improvements to System
The Company agrees to make available to Network Associate all improvements, updates and additions to the System.
4.03 Network Associate to Implement the Company’s Recommendations
The Company shall deliver services and make recommendations as more specifically provided in Exhibit _______ for the purpose of ensuring an efficient start up of the operations of the School and maintenance of its quality standards. The services and their updates shall commence from the date of assigning of the this Agreement and continue during the Network Association license period. This Network Associate shall be liable to implement said recommendations.
4.04 (a) Counselling
The Company shall furnish to the Network Associate such continuing periodical individual or group counseling in the application and operation and application of the System by telephone or in writing as the Company may in its sole discretion deem appropriate or necessary to assist the Network Associate in its efforts and in confirming to the requirements of the Company.
(b) Quality
The Company shall take all necessary quality assurance measures to maintain and enhance the standards of academic and administrative quality of services by the Network Associate, so as to ensure good public service and reputation of the System and the Business which is dedicated to public satisfaction.
(c) Examination Standards and Moderation of Examination
- For the purpose of (b) above, the Company shall have the exclusive right to conduct the examinations by the School pursuant to this Agreement as per the Operations Manual or as may be notified by the Company and the Network Associate hereby irrevocably agrees that for as long as the examinations are conducted by the School under this Agreement the Company shall be the sole and exclusive institution to issue certificates to successful examination candidates and to the students of the School generally. However, for classes IX and X Secondary School Certificates shall be issued by the relevant authorities.
- The Network Associate shall adhere strictly to the standards and requirements prescribed by the Company for the examinations conducted by the School.
4.05 Development of Business
For the purposes of developing the business, the Company shall at the request of the Network Associate use its best efforts to assist the Network Associate to establish relations with or obtain the recognition of learning and professional and governmental bodies whom the Company is associated with and as at the date hereof, the name sof such institutions and bodies are set out in the Operations Manual.
4.06 Where it is not specifically provided for in this Section 4, the Network Associate shall reimburse the Company with all reasonable expenses incurred by the Company in the performance of the Company’s obligations under this section.
4.07 The Company may in its sole discretion facilitate the Network Associate to secure the loan from banks/financial institutions, etc. The Network Associate will be responsible for fulfilling the terms and conditions of any loan granted by any bank/financial institution including without limitation the Network Associate shall be responsible for providing such security as may be required by such bank/financial institution. The Company shall not be responsible whether the loan is given or not.
4.08 It is also agreed between the parties that the security deposit obtained by the Network Associate, as the case may be, from the students at the School shall be placed in account to be operated by the company only. The Company shall be entitled to use the security deposit in any manner it deem fit. The Company shall inter alia, have the right to create charge, encumbrance, lien on the security deposit for the purpose of securing any finance facilities. However in case of withdrawal of any student from the School the security deposit placed by such student shall be released after obtaining written confirmation from the Network Associate, as the case may be, for the withdrawal of such student. Any interest accrued or received on the security deposit shall go to the account of Company being maintained by the Company with the bank designated by the Company. The Network Associate shall have no right or interest on the said interest accrued on the security deposit.
4.09 In case the Network Associate obtains rented premises for the running of the Business and the School then such rented premises shall be obtained for a period of not less than ten 10 years. The lease agreement for such rented premises shall be entered into in accordance with the requirements and subject to the approval of the Company. In case the lease agreement relating to such rented premises for the School is terminated/determined prior to the lease period mentioned therein or the lease is not renewed for further period of ten years after the date of its expiry then in such a case the Network Associate shall notify the Company immediately. In both cases as mentioned hereinabove, the Company shall be entitled to take over the management and the running of the School and for this purpose the Company may take on rent or lease any other premises for the running and managing of the School and/or take such other action as may be appropriate in this regard. In such a case all the students studying in the School shall be transferred to such other premises and it shall be deemed as if the School is being run by the Company.
4.10 In addition to the foregoing, the Company shall be authorized to take over all the existing staff and all items belonging to the students and the School other than those which belongs to the Network Associate.
Without prejudice to the above in case the lease agreement relating to the rented premises for the School is terminated/determined prior to the lease period mentioned therein or the lease is not renewed for a further period of ten years after the date of its expiry than the company may immediately terminate this Agreement.
4.11 After the expiry of the lease term as per the Lease Agreement the lease shall either be renewed for another period of ten years and in case the said lease is not renewed for the further period of ten years then the Network Associate shall, within seven days from the date of expiry of the lease agreement, take on lease other premises according to the requirement and satisfaction of the company within the immediate vicinity of the area in which the rented premises for the school are situated. In case the Network Associate fails to do so then the Company shall be entitled to immediately terminate this agreement and take control of the management and running of the school, and for this purpose the company may take rent or lease any other premises for the running and managing of the school and/or take such other action as may be appropriate in this regard and shall inter alia be entitled all the rights as mentioned in Section 4.9 and 4.10.
ARTICLE V – PRODUCTS USED IN THE NETWORK ASSOCIATION
5.01 System Purchase and Sale of Approved Products
(a) Network Associate agrees to sell to the public and Network Associate agrees to buy from the Company during the term of this Agreement and subject to the terms hereinafter set forth, such quantities of the “Educational Materials and Accessories” as the Network Associate may reasonably require and all those other items/products as more specifically described in Exhibit __ authorized or which may be authorized in the future by the Company to be used in the Business. The Network Associate shall not offer and sell products other than those authorized in writing by the company in connection with any of the Proprietary Marks.
(b) Educational Materials and Accessories and items containing the Proprietary Marks shall be purchased by Network Associate only from company or from suppliers designated in writing by company or from suppliers selected by Network Associate and approved by company. This is necessary for standardization and quality assurances. However the Network Associate may obtain items listed in the Educational Materials and Accessories from other sources provided such items are of the same standard quality as the Educational Materials and Accessories.
(c) The company may at any time and from time to time, in its sole discretion, by delivery of at least 90 days prior written notice to Network Associate, discontinue the sale to Network Associate of the Educational Materials and Accessories, if, in the opinion of the Company, the continued sale of such Educational Materials and Accessories becomes unfeasible, unprofitable or otherwise undesirable and upon such discontinuation. Network Associate may at its option purchase such product or products from any other manufacturer or supplier without any further condition. Such discontinuance or termination of a product or product line by company is not “cause” for the termination of this Agreement by company or Network Associate.
5.02 Quality of Course Materials
The Network Associate agrees to use in and provide to the students of the school the Educational Materials and Accessories or if the same or any part thereof are not available or has been discontinued then such material as is of at least the same standard as of the Educational Materials and Accessories.
5.03 Other Terms of Sale of Course Materials and Other Products
The delivery terms, terms of payment and other terms (including price of products from company other than Educational Materials and Accessories) relating to the sale of Educational Materials and Accessories and any other products by company shall be as reasonably prescribed by company from time to time and shall be subject to change by company at any time upon at least 30 days prior written notice. Network Associate shall pay all dues and other fees or charges payable in connection with the delivery.
5.04 Sales Following Termination
Upon the giving by company of notice of termination or upon the termination of this Agreement, the company shall not be obligated to fill any orders for the Educational Materials and Accessories thereafter received from Network Associate.
5.05 Unavailability or Delay
The company shall in no event be liable to Network Associate for unavailability of or delay in receipt of the Educational Materials and Accessories due to temporary work shortages or unavailability, delays in or unavailability of transportation, fire, strikes, work stoppages, restrictions or delays in importation into the school, and other governmental restrictions including but not limited to any restrictions imposed upon the company by governmental authorities relating to payments by Network Associate or other matters beyond the reasonable control of the company.
ARTICLE VI — COVENANTS AND OBLIGATIONS OF NETWORK ASSOCIATE
6.01 Opening and Operation of Business
(a) The Network Associate agrees to open and operate the School according to the Operations Schedule as per details provided in Exhibit _____.
(b) With respect to the School, the Network Associate shall employ or engage the service of at least one head of the School who shall be either the principal or the head master/head mistress who has successfully completed INT prior the Effective Date or subsequent INT as agreed in writing by Company. Each head shall devote hos or her full time to the management, operation and development of the Business. The Network Associate must employ such staff as is specified in the Operational Manual.
(c) The School must contain not less than six classrooms. The Network Associate hereby agrees to keep the School open on a full time and continuous basis (as defined in the Operational Manual) except as caused by acts of God or other matters beyond the control of Network Associate (other than Network Associate’s inability to procure money) and to cause them at all times to operate said business diligently so as to maximize the revenues and profits therefrom. The Network Associate shall file periodic sales and training activity in the frequency specified in the Operations Manual.
6.02 Managerial Responsibility
Network Associate agrees that at all times during the term of this Agreement and its duly authorized head or agent shall devote their time and effort to the active management and operation of Network Associate’s business; irrespective of any delegation of authority not inconsistent with clause 6.03(i) reserve and exercise ultimate authority and responsibility with respect to the management and operation of Network Associate’s business and represent and act on behalf of Network Associate in all dealings with Company.
6.03 Standards of Operation
Network Associate shall at all times give prompt, courteous and efficient service to the public perform work competently and in a professional manner and in all business dealings with members of the public be governed by the highest standards of honesty, integrity, fair dealing and ethical conduct. Network Associate shall do nothing which would tend to discredit, dishonor, reflect adversely upon, or in any manner injure the reputation of Company, and/or Network Associate, or any other entity in any way associated with the Company.
6.04 Advertisement by the Company
The Company may indulge itself into the advertisement, promotion and marketing of the Business.
6.05 Network Associate’s Indemnification, Liability and Insurance
Network Associate also shall be responsible for all loss or damage arising out of or relating to the operation of its Business or arising out of acts or omissions contractors in connection with the sale of products, Educational Materials and Accessories, use of the System, Proprietary Marks or rendering of service or rendering of service by Network Associate to indemnify and hold company harmless against and from any and all such claims, loss and damage, including cost and reasonable attorney’s fees. Network Associate shall obtain and at all times during the terms of this Agreement maintain in force and pay the premiums for such public liability insurance as is usual and customary in this regard. If such insurance is obtained said policies of insurances shall expressly protect Network Associate and company in any action and Network Associate shall furnish to company a certified copy or certificate with respect to each such policy, naming company as an additional insured.
6.06 Payment of Bills
Network Associate will pay when due all bills and other amounts owed to third parties under any purchasing arrangement in which company may or may not be involved, but company shall not by virtue hereof become liable to any such third party.
6.07 Compliance with Laws
Network Associate shall comply with all applicable licensing requirements, statutes, laws, regulations, rules, orders or suggestions of any governmental or quasi-governmental entity, body, agency, commission, board or official applicable to the Business. Nothing herein shall prevent Network Associate from engaging in a bona fide contest of the validity or applicability thereof in any manner permitted by law.
6.08 Compliance with Company’s Operational Manual
(a) Network Associate will comply with all lawful and reasonable policies, regulations and procedures promulgated or prescribed from time to time by company in connection with the Business, including but not limited to standards, techniques and procedures in operation or servicing of products or the rendering of other services, selection, supervision and training of personnel, programs and procedures, maintenance and appearance of School and business premises, payment, credit and accounting and financial reporting policies and procedures.