Joint Marketing Agreement Template - Free Download
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MyCorp, Inc. Joint Marketing Agreement MyCorp Confidential
1
SAMPLE JOINT MARKETING AGREEMENT (TEMPLATE)
{quick note: this is written in fully parallel structure, with both parties having the same rights and obligations. I've substituted in "MyCorp" for the
originating company, and a blank for the partner company, later referred to as "Company." You will want to change the specific business terms for
your individual deal, and review it with your company's attorneys if that is your policy.}
This Marketing Agreement (this “Agreement”) is entered into this ___ day of _____________, 200x (the “Effective Date”) by and between
MyCorp, Inc., a ___________ corporation (“MyCorp”), with offices at _________________________, and _____________, a
___________________ corporation, with offices at ___________________________(the “Company”). MyCorp and Company are sometimes
referred to herein collectively as the “parties” or individually as a “party.”
A. MyCorp provides, among other things, _______________________.
B. The Company provides, among other things, _______________________.
C. The parties wish to enter into this Agreement to cooperate in certain co-marketing activities.
NOW, THEREFORE, in consideration of the above premises, the representations, warranties and covenants set forth herein, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties
agree as follows:
1. Marketing and Promotional Activities. To the extent
indicated on Exhibit A hereto, the parties agree to use commercially
reasonable efforts to engage in the marketing and promotional activities
described on Exhibit A hereto.
2. [Trademarks;] Reservation of Rights.
2.1 Materials. To the extent indicated on Exhibit A,
each party will provide the other party with electronic files
containing the trademarks, logos and trade names of such party to
be used under this Agreement, as specified in Exhibit B, if any (the
“Marks”).
2.2 License by MyCorp. Subject to the terms and
conditions of this Agreement, MyCorp hereby grants to Company
a [worldwide,] non-exclusive, non-assignable, non-sublicenseable,
royalty-free, paid up, limited license [in the geographical territory
or other field of use] to use and display MyCorp’s Marks solely as
necessary to perform Company’s obligations under this Agreement
and as specifically described on Exhibit A.
2.3 License by Company. Subject to the terms and
conditions of this Agreement, Company hereby grants to MyCorp
a [worldwide,] non-exclusive, non-assignable, non-sublicenseable,
royalty-free, paid up, limited license [in the geographical territory
or other field of use] to use and display Company’s Marks solely as
necessary to perform MyCorp’s obligations under this Agreement
and as specifically described on Exhibit A.
2.4 Trademark Guidelines. In its use of the Marks of the
other party (“Licensor”), each party (“Licensee”) will comply with
any trademark usage guidelines that Licensor may communicate to
Licensee from time to time. Each use of Licensor’s Marks by
Licensee will be accompanied by the appropriate trademark
symbol (either “™” or “®”) and a legend specifying that such
Marks are trademarks of Licensor as specified on Exhibit B, and
will be in accordance with Licensor’s then-current trademark
usage policies as provided in writing to Licensee from time to time.
Licensee will provide Licensor with copies of any materials bearing
any of Licensor’s Marks as requested by Licensor from time to
time. If Licensee’s use of any of Licensor’s Marks, or if any
material bearing such Marks, does not comply with the then-
current trademark usage policies provided in writing by Licensor,
Licensee will promptly remedy such deficiencies upon receipt of
written notice of such deficiencies from Licensor. Other than the
express licenses granted herein with respect to each Licensor’s
Marks, nothing herein will grant to Licensee any other right, title
or interest in Licensor’s Marks. All goodwill resulting from
Licensee’s use of Licensor’s Marks will inure solely to Licensor.
Licensee will not, at any time during or after this Agreement,
register, attempt to register, claim any interest in, contest the use of,
or otherwise adversely affect the validity of any of Licensor’s
Marks (including, without limitation, any act or assistance to any
act, which may infringe or lead to the infringement of any such
Marks).]
2.5 Reservation of Rights. The parties acknowledge and
agree that, except for the rights and licenses expressly granted by each
party to the other party under this Agreement, each party will retain all
right, title and interest in and to its products, services, Marks, and all
content, information and other materials on its website(s), and nothing
contained in this Agreement will be construed as conferring upon such
party, by implication, operation of law or otherwise, any other license
or other right.
3. Warranties; Limitation of Liability.
3.1 Warranties. Each party represents and warrants to the
other that (a) it has the full power to enter into this Agreement and to
perform its obligations hereunder, (b) this Agreement constitutes a
legal, valid and binding obligation of such party, enforceable against
such party in accordance with its terms, and (c) this Agreement does
not contravene, violate or conflict with any other agreement of such
party.
3.2 Disclaimer. EXCEPT AS SPECIFICALLY
PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES,
AND EACH PARTY EXPRESSLY DISCLAIMS, ANY
REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH
THIS AGREEMENT, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING, WITHOUT
LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF
THIRD PARTY RIGHTS, TITLE, ANY WARRANTIES ARISING
OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE
USAGE, AND THEIR EQUIVALENTS UNDER THE LAWS OF
ANY JURISDICTION.
3.3 Limitation of Liability. [EXCEPT FOR THE
PARTIES’ OBLIGATIONS PURSUANT TO SECTION 4,]
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY
FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE,
source: mironov.com
