Sample JOINT advertising and marketing contract (TEMPLATE)
speedy note: that is written in absolutely parallel structure, with both events having the identical rights and duties. I've substituted in "MyCorp" for the originating organization, and a blank for the partner organization, later referred to as "corporation." it would be best to alternate the particular industry terms to your man or woman deal, and evaluate it together with your corporation's attorneys if that is your policy.
This advertising agreement (this “agreement”) is entered into this ___ day of _____________, 200x (the “effective Date”) through and between MyCorp, Inc., a ___________ organization (“MyCorp”), with offices at _________________________, and _____________, a ___________________ corporation, with workplaces at ___________________________(the “corporation”). MyCorp and organization are often observed herein mutually as the “parties” or in my view as a “celebration.”
A. MyCorp supplies, among other matters, _______________________.
B. The corporation supplies, amongst different matters, _______________________.
C. The parties wish to enter into this contract to cooperate in unique co-advertising and marketing hobbies.
NOW, for that reason, in consideration of the above premises, the representations, warranties and covenants set forth herein, and for other just right and priceless consideration, the receipt and sufficiency of which is hereby mentioned, and desiring to be legally sure hereby, the events agree as follows:
1. Marketing and Promotional routine. To the extent indicated on exhibit A hereto, the events agree to make use of commercially cheap efforts to have interaction within the advertising and promotional hobbies described on show off A hereto.
2. [Trademarks;] Reservation of Rights.
2.1 substances. To the extent indicated on showcase A, each get together will furnish the other get together with electronic documents containing the emblems, trademarks and exchange names of such celebration to be used beneath this agreement, as exact in show off B, if any (the “Marks”).
2.2 License by means of MyCorp. Field to the terms and stipulations of this contract, MyCorp hereby supplies to corporation a [worldwide,] non-amazing, non-assignable, non-sublicenseable, royalty-free, paid up, restricted license [in the geographical territory or other field of use] to use and show MyCorp’s Marks solely as fundamental to participate in organization’s tasks beneath this agreement and as peculiarly described on showcase A.
2.3 License by manufacturer. Area to the phrases and conditions of this contract, manufacturer hereby supplies to MyCorp a [worldwide,] non-distinctive, non-assignable, non-sublicenseable, royalty-free, paid up, limited license [in the geographical territory or other field of use] to make use of and show corporation’s Marks completely as fundamental to participate in MyCorp’s duties under this agreement and as notably described on showcase A.
2.Four Trademark instructions. In its use of the Marks of the opposite social gathering (“Licensor”), every celebration (“Licensee”) will agree to any trademark utilization guidelines that Licensor may just keep up a correspondence to Licensee from time to time. Every use of Licensor’s Marks through Licensee shall be accompanied by the proper trademark image (both “™” or “®”) and a legend specifying that such Marks are trademarks of Licensor as exact on exhibit B, and can be in accordance with Licensor’s then-present trademark utilization insurance policies as furnished in writing to Licensee on occasion. Licensee will provide Licensor with copies of any substances bearing any of Licensor’s Marks as requested by means of Licensor now and again. If Licensee’s use of any of Licensor’s Marks, or if any fabric bearing such Marks, does not comply with the then-current trademark utilization policies provided in writing by using Licensor, Licensee will speedily comfort such deficiencies upon receipt of written become aware of of such deficiencies from Licensor. As opposed to the categorical licenses granted herein with respect to each Licensor’s Marks, nothing herein will provide to Licensee any other proper, title or curiosity in Licensor’s Marks. All goodwill on account of Licensee’s use of Licensor’s Marks will inure solely to Licensor. Licensee will not, at any time in the course of or after this agreement, register, try and register, declare any interest in, contest the use of, or in any other case adversely influence the validity of any of Licensor’s Marks (together with, without challenge, any act or assistance to any act, which may infringe or result in the infringement of this kind of Marks).]
2.5 Reservation of Rights. The events renowned and agree that, besides for the rights and licenses expressly granted by using each celebration to the other occasion under this contract, every social gathering will hold all correct, title and interest in and to its merchandise, services, Marks, and all content material, know-how and different materials on its internet site(s), and nothing contained in this contract shall be construed as conferring upon such celebration, via implication, operation of regulation or in any other case, any other license or different right.
Three. Warranties; dilemma of liability.
3.1 Warranties. Every get together represents and warrants to the other that (a) it has the entire power to enter into this contract and to participate in its obligations hereunder, (b) this agreement constitutes a legal, valid and binding obligation of such social gathering, enforceable in opposition to such party in keeping with its terms, and (c) this agreement does no longer contravene, violate or clash with another agreement of such social gathering.
3.2 Disclaimer. Except AS primarily supplied on this contract, NEITHER celebration MAKES, AND each and every occasion EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES IN reference to THIS agreement, whether or not express, IMPLIED, STATUTORY OR otherwise, including, with out predicament, WARRANTIES OF MERCHANTABILITY, fitness FOR A precise intent, NON-INFRINGEMENT OF third party RIGHTS, TITLE, ANY WARRANTIES bobbing up OUT OF A course OF performance, DEALING OR exchange usage, AND THEIR EQUIVALENTS below THE legal guidelines OF ANY JURISDICTION.
3.Three drawback of liability. [EXCEPT FOR THE PARTIES’ OBLIGATIONS PURSUANT TO SECTION 4,] NEITHER get together will likely be responsible TO the other celebration FOR ANY precise, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR indirect DAMAGES, OR ANY DAMAGES FOR lost knowledge, trade INTERRUPTION, misplaced earnings, lost income OR misplaced business, coming up OUT OF OR IN reference to THIS contract, nonetheless precipitated AND established ON ANY concept OF liability, arising OUT OF THIS agreement, whether or not OR not SUCH social gathering HAS BEEN informed OF THE probability OF SUCH injury, AND notwithstanding ANY FAILURE OF predominant intent OF ANY confined relief. [IN NO EVENT WILL THE AGGREGATE LIABILITY OF ANY PARTY UNDER THIS AGREEMENT EXCEED $____________.]
4. No agency[; No Disparagement]. However anything on this agreement, neither celebration will make any claims, representations or warranties on behalf of the opposite social gathering or bind the opposite occasion, and neither occasion is allowed to do so by this agreement. The connection between the events will probably be that of unbiased contractors. Nothing contained herein might be construed to imply a joint enterprise, essential or agent relationship, or other joint relationship, and neither party will have the right, energy or authority to bind or create any responsibility, express or implied, on behalf of the other social gathering. [During the term of this Agreement, each party shall not make any public statements disparaging the other party’s [Marks], merchandise or services.]
5. Indemnification. Except as expressly set forth on this part 5, neither get together shall have any tasks to indemnify the other party.
5.1 by company. Enterprise agrees to indemnify and keep harmless MyCorp from and against any and all claims, damages, liabilities, losses, judgments, expenditures, and attorneys’ prices arising straight out of, or with regards to: (a) organization’s gross negligence or willful misconduct in conducting the advertising and promotional events described in part 1 hereof, [and (b) any statements made by Company during the term of this Agreement disparaging the [Marks,] merchandise or services of organization, whether or not or not such statements are real, provided that occasional inadvertent breaches of this clause (b) with the aid of company shall no longer be deemed a material breach of this contract]. Notwithstanding the foregoing, MyCorp shall have the right, in its absolute discretion and at its sole fee, to hire attorneys of its possess choice and to institute or safeguard any claim for which MyCorp has a right to be indemnified.
5.2 through MyCorp. MyCorp is of the same opinion to indemnify and hold innocent corporation from and against any and all claims, damages, liabilities, losses, judgments, expenditures, and attorneys’ charges arising straight out of, or relating to: (a) MyCorp’s gross negligence or willful misconduct in accomplishing the marketing and promotional events described in section 1 hereof, [and (b) any statements made by MyCorp during the term of this Agreement disparaging the [Marks,] products or offerings of company, whether or not such statements are actual, provided that occasional inadvertent breaches of this clause (b) by means of MyCorp shall not be deemed a fabric breach of this contract]. However the foregoing, manufacturer shall have the right, in its absolute discretion and at its sole fee, to hire attorneys of its own alternative and to institute or look after any claim for which company has a proper to be indemnified.
6. Term and Termination.
6.1 term. This agreement can be in outcomes for a ______ ( ) yr time period commencing on the robust Date unless previous terminated pursuant to this part 6. [If not earlier terminated, this Agreement will renew automatically for additional one (1) year terms unless either party delivers to the other party written notice of its intention not to renew at least thirty (30) days prior to the end of the initial or any renewal term.]
6.2 Termination For cause. Both celebration may terminate this agreement upon thirty (30) days prior written realize to the other social gathering.
6.3 Survival. Sections 2.5, 3.2, 3.3, 4, 5, 6.3, and seven will live to tell the tale any expiration or termination of this contract. However the foregoing, the expiration or termination of this contract won't relieve the parties of any liability or obligation that accumulated previous to such expiration or termination. [Upon the expiration or termination of this Agreement, each party will cease the display and use of the Marks of the other party as described on Exhibit A and shall not use or display the Marks of the other party except as permitted by applicable law.]
7. Common.
7.1 exclusive know-how. The disclosure and use of any exclusive expertise exchanged by means of the events is governed by a separate confidentiality agreement entered into by means of the events.
7.2 Governing regulation; Venue. This agreement is to be construed in keeping with and ruled by means of the internal laws of the State of California with out giving outcomes to any choice of regulation rule that will cause the application of the legal guidelines of any jurisdiction as opposed to the inner legal guidelines of the State of California to the rights and duties of the parties. Each social gathering hereby irrevocably has the same opinion to the jurisdiction and venue of the state and federal courts located in l. A. County, California in reference to any claim, action, suit, or continuing relating to this contract and has the same opinion that all fits or proceedings relating to this contract will probably be brought simplest in such courts, provided that either celebration may seek injunctive, equitable or an identical relief from any court of able jurisdiction.
7.3 Waiver; Severability. No waiver of a get together’s rights will be strong until such waiver is in writing signed by way of the waiving get together. If any provision of this contract or the appliance of such provision to someone or circumstance will probably be held invalid, illegal, against public coverage or is in any other case unenforceable, the the rest of this agreement or the application of such provision to folks or occasions other than those to which it is held invalid shall no longer be affected thereby.
7.Four challenge. Either get together shall have the correct to assign this agreement offered that such occasion presents prior written detect of such task to the other party.
7.5 Notices. Any detect required or accredited to accept via both occasion beneath this agreement shall be in writing and sent to every get together at its handle or facsimile quantity set forth in the first paragraph of this agreement, or such new deal with or facsimile number as may every now and then be supplied through the parties hereto in line with this part 7.5.
7.6 Captions; whole agreement; amendment. The captions or headings of the Sections of this contract are for reference only and are not to be construed in any way as a part of this contract. This contract constitutes the whole understanding and contract of the parties and supersedes all prior and contemporaneous negotiations, understandings and agreements with admire to the field topic of this agreement. Any modification or modification of any provision of this agreement will probably be robust provided that in writing and signed by way of an authorized consultant of both parties.
7.7 Counterparts. This contract could also be achieved in a number of counterparts, each of which shall represent an normal, however all of which together shall represent one instrument.
*****************
IN WITNESS WHEREOF, the events have finished this marketing agreement as of the date first written above.
MYCORP, INC. [COMPANY]
by: by means of:
name: _ _____________________ title:
Title: _ ____________________ _ Title:
speedy note: that is written in absolutely parallel structure, with both events having the identical rights and duties. I've substituted in "MyCorp" for the originating organization, and a blank for the partner organization, later referred to as "corporation." it would be best to alternate the particular industry terms to your man or woman deal, and evaluate it together with your corporation's attorneys if that is your policy.
This advertising agreement (this “agreement”) is entered into this ___ day of _____________, 200x (the “effective Date”) through and between MyCorp, Inc., a ___________ organization (“MyCorp”), with offices at _________________________, and _____________, a ___________________ corporation, with workplaces at ___________________________(the “corporation”). MyCorp and organization are often observed herein mutually as the “parties” or in my view as a “celebration.”
A. MyCorp supplies, among other matters, _______________________.
B. The corporation supplies, amongst different matters, _______________________.
C. The parties wish to enter into this contract to cooperate in unique co-advertising and marketing hobbies.
NOW, for that reason, in consideration of the above premises, the representations, warranties and covenants set forth herein, and for other just right and priceless consideration, the receipt and sufficiency of which is hereby mentioned, and desiring to be legally sure hereby, the events agree as follows:
1. Marketing and Promotional routine. To the extent indicated on exhibit A hereto, the events agree to make use of commercially cheap efforts to have interaction within the advertising and promotional hobbies described on show off A hereto.
2. [Trademarks;] Reservation of Rights.
2.1 substances. To the extent indicated on showcase A, each get together will furnish the other get together with electronic documents containing the emblems, trademarks and exchange names of such celebration to be used beneath this agreement, as exact in show off B, if any (the “Marks”).
2.2 License by means of MyCorp. Field to the terms and stipulations of this contract, MyCorp hereby supplies to corporation a [worldwide,] non-amazing, non-assignable, non-sublicenseable, royalty-free, paid up, restricted license [in the geographical territory or other field of use] to use and show MyCorp’s Marks solely as fundamental to participate in organization’s tasks beneath this agreement and as peculiarly described on showcase A.
2.3 License by manufacturer. Area to the phrases and conditions of this contract, manufacturer hereby supplies to MyCorp a [worldwide,] non-distinctive, non-assignable, non-sublicenseable, royalty-free, paid up, limited license [in the geographical territory or other field of use] to make use of and show corporation’s Marks completely as fundamental to participate in MyCorp’s duties under this agreement and as notably described on showcase A.
2.Four Trademark instructions. In its use of the Marks of the opposite social gathering (“Licensor”), every celebration (“Licensee”) will agree to any trademark utilization guidelines that Licensor may just keep up a correspondence to Licensee from time to time. Every use of Licensor’s Marks through Licensee shall be accompanied by the proper trademark image (both “™” or “®”) and a legend specifying that such Marks are trademarks of Licensor as exact on exhibit B, and can be in accordance with Licensor’s then-present trademark utilization insurance policies as furnished in writing to Licensee on occasion. Licensee will provide Licensor with copies of any substances bearing any of Licensor’s Marks as requested by means of Licensor now and again. If Licensee’s use of any of Licensor’s Marks, or if any fabric bearing such Marks, does not comply with the then-current trademark utilization policies provided in writing by using Licensor, Licensee will speedily comfort such deficiencies upon receipt of written become aware of of such deficiencies from Licensor. As opposed to the categorical licenses granted herein with respect to each Licensor’s Marks, nothing herein will provide to Licensee any other proper, title or curiosity in Licensor’s Marks. All goodwill on account of Licensee’s use of Licensor’s Marks will inure solely to Licensor. Licensee will not, at any time in the course of or after this agreement, register, try and register, declare any interest in, contest the use of, or in any other case adversely influence the validity of any of Licensor’s Marks (together with, without challenge, any act or assistance to any act, which may infringe or result in the infringement of this kind of Marks).]
2.5 Reservation of Rights. The events renowned and agree that, besides for the rights and licenses expressly granted by using each celebration to the other occasion under this contract, every social gathering will hold all correct, title and interest in and to its merchandise, services, Marks, and all content material, know-how and different materials on its internet site(s), and nothing contained in this contract shall be construed as conferring upon such celebration, via implication, operation of regulation or in any other case, any other license or different right.
Three. Warranties; dilemma of liability.
3.1 Warranties. Every get together represents and warrants to the other that (a) it has the entire power to enter into this contract and to participate in its obligations hereunder, (b) this agreement constitutes a legal, valid and binding obligation of such social gathering, enforceable in opposition to such party in keeping with its terms, and (c) this agreement does no longer contravene, violate or clash with another agreement of such social gathering.
3.2 Disclaimer. Except AS primarily supplied on this contract, NEITHER celebration MAKES, AND each and every occasion EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES IN reference to THIS agreement, whether or not express, IMPLIED, STATUTORY OR otherwise, including, with out predicament, WARRANTIES OF MERCHANTABILITY, fitness FOR A precise intent, NON-INFRINGEMENT OF third party RIGHTS, TITLE, ANY WARRANTIES bobbing up OUT OF A course OF performance, DEALING OR exchange usage, AND THEIR EQUIVALENTS below THE legal guidelines OF ANY JURISDICTION.
3.Three drawback of liability. [EXCEPT FOR THE PARTIES’ OBLIGATIONS PURSUANT TO SECTION 4,] NEITHER get together will likely be responsible TO the other celebration FOR ANY precise, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR indirect DAMAGES, OR ANY DAMAGES FOR lost knowledge, trade INTERRUPTION, misplaced earnings, lost income OR misplaced business, coming up OUT OF OR IN reference to THIS contract, nonetheless precipitated AND established ON ANY concept OF liability, arising OUT OF THIS agreement, whether or not OR not SUCH social gathering HAS BEEN informed OF THE probability OF SUCH injury, AND notwithstanding ANY FAILURE OF predominant intent OF ANY confined relief. [IN NO EVENT WILL THE AGGREGATE LIABILITY OF ANY PARTY UNDER THIS AGREEMENT EXCEED $____________.]
4. No agency[; No Disparagement]. However anything on this agreement, neither celebration will make any claims, representations or warranties on behalf of the opposite social gathering or bind the opposite occasion, and neither occasion is allowed to do so by this agreement. The connection between the events will probably be that of unbiased contractors. Nothing contained herein might be construed to imply a joint enterprise, essential or agent relationship, or other joint relationship, and neither party will have the right, energy or authority to bind or create any responsibility, express or implied, on behalf of the other social gathering. [During the term of this Agreement, each party shall not make any public statements disparaging the other party’s [Marks], merchandise or services.]
5. Indemnification. Except as expressly set forth on this part 5, neither get together shall have any tasks to indemnify the other party.
5.1 by company. Enterprise agrees to indemnify and keep harmless MyCorp from and against any and all claims, damages, liabilities, losses, judgments, expenditures, and attorneys’ prices arising straight out of, or with regards to: (a) organization’s gross negligence or willful misconduct in conducting the advertising and promotional events described in part 1 hereof, [and (b) any statements made by Company during the term of this Agreement disparaging the [Marks,] merchandise or services of organization, whether or not or not such statements are real, provided that occasional inadvertent breaches of this clause (b) with the aid of company shall no longer be deemed a material breach of this contract]. Notwithstanding the foregoing, MyCorp shall have the right, in its absolute discretion and at its sole fee, to hire attorneys of its possess choice and to institute or safeguard any claim for which MyCorp has a right to be indemnified.
5.2 through MyCorp. MyCorp is of the same opinion to indemnify and hold innocent corporation from and against any and all claims, damages, liabilities, losses, judgments, expenditures, and attorneys’ charges arising straight out of, or relating to: (a) MyCorp’s gross negligence or willful misconduct in accomplishing the marketing and promotional events described in section 1 hereof, [and (b) any statements made by MyCorp during the term of this Agreement disparaging the [Marks,] products or offerings of company, whether or not such statements are actual, provided that occasional inadvertent breaches of this clause (b) by means of MyCorp shall not be deemed a fabric breach of this contract]. However the foregoing, manufacturer shall have the right, in its absolute discretion and at its sole fee, to hire attorneys of its own alternative and to institute or look after any claim for which company has a proper to be indemnified.
6. Term and Termination.
6.1 term. This agreement can be in outcomes for a ______ ( ) yr time period commencing on the robust Date unless previous terminated pursuant to this part 6. [If not earlier terminated, this Agreement will renew automatically for additional one (1) year terms unless either party delivers to the other party written notice of its intention not to renew at least thirty (30) days prior to the end of the initial or any renewal term.]
6.2 Termination For cause. Both celebration may terminate this agreement upon thirty (30) days prior written realize to the other social gathering.
6.3 Survival. Sections 2.5, 3.2, 3.3, 4, 5, 6.3, and seven will live to tell the tale any expiration or termination of this contract. However the foregoing, the expiration or termination of this contract won't relieve the parties of any liability or obligation that accumulated previous to such expiration or termination. [Upon the expiration or termination of this Agreement, each party will cease the display and use of the Marks of the other party as described on Exhibit A and shall not use or display the Marks of the other party except as permitted by applicable law.]
7. Common.
7.1 exclusive know-how. The disclosure and use of any exclusive expertise exchanged by means of the events is governed by a separate confidentiality agreement entered into by means of the events.
7.2 Governing regulation; Venue. This agreement is to be construed in keeping with and ruled by means of the internal laws of the State of California with out giving outcomes to any choice of regulation rule that will cause the application of the legal guidelines of any jurisdiction as opposed to the inner legal guidelines of the State of California to the rights and duties of the parties. Each social gathering hereby irrevocably has the same opinion to the jurisdiction and venue of the state and federal courts located in l. A. County, California in reference to any claim, action, suit, or continuing relating to this contract and has the same opinion that all fits or proceedings relating to this contract will probably be brought simplest in such courts, provided that either celebration may seek injunctive, equitable or an identical relief from any court of able jurisdiction.
7.3 Waiver; Severability. No waiver of a get together’s rights will be strong until such waiver is in writing signed by way of the waiving get together. If any provision of this contract or the appliance of such provision to someone or circumstance will probably be held invalid, illegal, against public coverage or is in any other case unenforceable, the the rest of this agreement or the application of such provision to folks or occasions other than those to which it is held invalid shall no longer be affected thereby.
7.Four challenge. Either get together shall have the correct to assign this agreement offered that such occasion presents prior written detect of such task to the other party.
7.5 Notices. Any detect required or accredited to accept via both occasion beneath this agreement shall be in writing and sent to every get together at its handle or facsimile quantity set forth in the first paragraph of this agreement, or such new deal with or facsimile number as may every now and then be supplied through the parties hereto in line with this part 7.5.
7.6 Captions; whole agreement; amendment. The captions or headings of the Sections of this contract are for reference only and are not to be construed in any way as a part of this contract. This contract constitutes the whole understanding and contract of the parties and supersedes all prior and contemporaneous negotiations, understandings and agreements with admire to the field topic of this agreement. Any modification or modification of any provision of this agreement will probably be robust provided that in writing and signed by way of an authorized consultant of both parties.
7.7 Counterparts. This contract could also be achieved in a number of counterparts, each of which shall represent an normal, however all of which together shall represent one instrument.
*****************
IN WITNESS WHEREOF, the events have finished this marketing agreement as of the date first written above.
MYCORP, INC. [COMPANY]
by: by means of:
name: _ _____________________ title:
Title: _ ____________________ _ Title:
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