Context
Historically, we have not put much emphasis on retaining customer name and logo usage rights when negotiating MSAs and Order Forms. We have industry standard marketing rights language in our MSA that is often redlined by customers and we typically do not push back on this change even when we are giving substantial discounts. Our standard language reads:
- Customer agrees that Service Provider may use Customer’s company name and logo to reference Customer as a Gem Services customer on Service Provider’s website and in its advertising and marketing materials.
Goal
Increase the number of customers in each segment where we have contractual logo rights through directly tying discounting levels to marketing obligations.
Guardrails
We want to make a concerted effort to get these marketing rights, but we are not going to walk away from deals where we get significant pushback from customers.
This effort will not apply to Expansion opportunities. Expansions usually do not require legal review on the customer side, so we don’t want to add additional reviews or complexity to mid-term expansions.
New Business and Renewal Commitments
Explicit Approval Option: For all SMB and STFF deals, and any MM or ENT deals where we’re giving them less than 20% in discounting, we will insert the following language into the Order Form for any customers who request removal of marketing commitments:
- Marketing Commitments: Notwithstanding anything to the contrary in the Agreement, at Customer’s sole discretion and only upon explicit written approval of Customer, Gem may incorporate Customer’s logo and/or story in marketing materials, which may include (a) Use of Customer’s logo in Gem Software’s marketing materials, (b) Participation in a case study which will require minimal time from Customer, (c) Quote to be used in Gem Software’s marketing materials.
Logo Usage Option: For any MM or ENT deal where we’re giving them between 20 - 30% in discounting , we will insert the following language into the Order Form:
- Marketing Commitments: Notwithstanding anything to the contrary in the Agreement, Gem may incorporate Customer’s logo and/or name Gem’s website and in its advertising and marketing materials during the Services Term of this Order Form.
Logo Usage and Case Study Option: For any MM or ENT deal where we’re giving them more than 30% in discounting , we will insert the following language into the Order Form:
- Marketing Commitments: Notwithstanding anything to the contrary in the Agreement, Gem may incorporate Customer’s logo and/or name on Gem’s website and in its advertising and marketing materials, and Customer will participate in a mutually agreed upon written customer story regarding Customer’s use of the Services during the Services Term of this Order Form.
The following language will also be added to all Order Forms with discounts tied to marking commitments:
- One-Time Promotional Discount Terms: Notwithstanding anything to the contrary in the Agreement, Customer agrees that: (i) the pricing, discounts and fees under this Order Form are contingent on Customer’s Marketing Commitments set forth in the paragraph Marketing Commitments; and (ii) the Promotional Discount is a one-time accommodation limited to this Order Form only, and shall not apply to any renewal of this Order Form.
- Context
- Goal
- Guardrails
- New Business and Renewal Commitments