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Channel IQ 350 W Ontario St, 6th & 7th Floors

Chicago, IL 60654 312.846.1199

www.channeliq.com

Channel IQ | Know What You Don’t Know Series: Put-Up or Shut-Up: Successfully Enforcing Resale Price and MAP Policies with Amazon and Others Gene Zelek David Howell

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Introductions Today’s Guest Speakers

Gene Zelek David Howell

Put-Up or Shut-Up: Successfully Enforcing Resale Price and MAP Policies with Amazon and Others

Eugene F. Zelek, Jr. Freeborn & Peters LLP

February 19, 2014

Reducing the Likelihood of Violation: Careful Design

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Philosophy

Strong, Clear Policy with Sting Chilling Effect Commitment

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Don’t do Anything if You are not Prepared to Enforce it with Your Biggest or Best Reseller

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Sometimes You Have to Take a Bullet

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Good Design: Plan For Change

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Temporary Modifications Product or Price Revisions Amended and Restated Policy

Poor Design: Policy Timidity

Vagueness May vs. Will Lack of Sting More than Three Strikes Restarting the Clock Bad Behaviors Allowed Ineffective Monitoring

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Poor Design: Lack of Infrastructure

No Internal Champion No Policy Administrator Sales Force as Police No Ancillary Support

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Poor Design: Myopia

Forgetting Other Means Overlooking Business and Legal Conflicts

and Friction Neglecting Distribution Realities

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Neglecting Distribution Realities

Uncontrolled Distribution Powerful Resellers Multi-Step Implications

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Multi-Step Implications

Ignoring Integrated Resellers Inability to Track Products Invisibility of the Indirects

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Presenting:

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The Reseller of the Year

Enforcement

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Flexibility: Internal Enforcement Guidelines

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Reseller Mistakes Simultaneous Violations

Pulling the Trigger: Violation Letters

Short and to the Point

No Wiggle Room

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Parade of Excuses

• Never Saw the Policy • Just a Mistake • Not Responsible for What Happens • Policy is Illegal in Canada or the U.S. • MAP Policy Cannot Lawfully Cover In-the-Cart Prices • Make the Others Take Up Their Prices First • But You Told Me [Fill in the Blank]

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Summary, Questions and Comments

February 19, 2014

Eugene F. Zelek, Jr. Freeborn & Peters LLP 312.360.6777 ezelek@freeborn.com © 2014 All Rights Reserved. 3044399/2

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Channel IQ 350 W Ontario St, 6th & 7th Floors

Chicago, IL 60654 312.846.1199

www.channeliq.com

Thank You For Attending

Gene Zelek ezelek@freeborn.com David Howell dhowell@channeliq.com