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Joint Marketing Agreement Template
MyCorp, Inc. Joint Marketing Agreement MyCorp Confidential
2
INCIDENTAL, OR INDIRECT DAMAGES, OR ANY DAMAGES
FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS,
LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED
AND BASED ON ANY THEORY OF LIABILITY, ARISING OUT
OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE,
AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY. [IN NO EVENT WILL
THE AGGREGATE LIABILITY OF ANY PARTY UNDER THIS
AGREEMENT EXCEED $____________.]
4. No Agency[; No Disparagement]. Notwithstanding
anything in this Agreement, neither party will make any claims,
representations or warranties on behalf of the other party or bind the
other party, and neither party is authorized to do so by this Agreement.
The relationship between the parties will be that of independent
contractors. Nothing contained herein will be construed to imply a
joint venture, principal or agent relationship, or other joint relationship,
and neither party will have the right, power or authority to bind or
create any obligation, express or implied, on behalf of the other party.
[During the term of this Agreement, each party shall not make any
public statements disparaging the other party’s [Marks], products
or services.]
5. Indemnification. Except as expressly set forth in this Section
5, neither party shall have any obligations to indemnify the other party.
5.1 By Company. Company agrees to indemnify and hold
harmless MyCorp from and against any and all claims, damages,
liabilities, losses, judgments, costs, and attorneys’ fees arising directly
out of, or relating to: (a) Company’s gross negligence or willful
misconduct in engaging in the marketing and promotional activities
described in Section 1 hereof, [and (b) any statements made by
Company during the term of this Agreement disparaging the
[Marks,] products or services of Company, whether or not such
statements are true, provided that occasional inadvertent breaches
of this clause (b) by Company shall not be deemed a material
breach of this Agreement]. Notwithstanding the foregoing, MyCorp
shall have the right, in its absolute discretion and at its sole cost, to
employ attorneys of its own choice and to institute or defend any claim
for which MyCorp has a right to be indemnified.
5.2 By MyCorp. MyCorp agrees to indemnify and hold
harmless Company from and against any and all claims, damages,
liabilities, losses, judgments, costs, and attorneys’ fees arising directly
out of, or relating to: (a) MyCorp’s gross negligence or willful
misconduct in engaging in the marketing and promotional activities
described in Section 1 hereof, [and (b) any statements made by
MyCorp during the term of this Agreement disparaging the
[Marks,] products or services of Company, whether or not such
statements are true, provided that occasional inadvertent breaches
of this clause (b) by MyCorp shall not be deemed a material breach
of this Agreement]. Notwithstanding the foregoing, Company shall
have the right, in its absolute discretion and at its sole cost, to employ
attorneys of its own choice and to institute or defend any claim for
which Company has a right to be indemnified.
6. Term and Termination.
6.1 Term. This Agreement will be in effect for a ______ ( )
year term commencing on the Effective Date unless earlier terminated
pursuant to this Section 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. Either party may terminate this
Agreement upon thirty (30) days prior written notice to the other party.
6.3 Survival. Sections 2.5, 3.2, 3.3, 4, 5, 6.3, and 7 will
survive any expiration or termination of this Agreement.
Notwithstanding the foregoing, the expiration or termination of this
Agreement will not relieve the parties of any liability or obligation that
accrued prior 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. General.
7.1 Confidential Information. The disclosure and use of any
confidential information exchanged by the parties is governed by a
separate confidentiality agreement entered into by the parties.
7.2 Governing Law; Venue. This Agreement is to be
construed in accordance with and governed by the internal laws of the
State of California without giving effect to any choice of law rule that
would cause the application of the laws of any jurisdiction other than
the internal laws of the State of California to the rights and duties of the
parties. Each party hereby irrevocably consents to the jurisdiction and
venue of the state and federal courts located in Los Angeles County,
California in connection with any claim, action, suit, or proceeding
relating to this Agreement and agrees that all suits or proceedings
relating to this Agreement shall be brought only in such courts,
provided that either party may seek injunctive, equitable or similar
relief from any court of competent jurisdiction.
7.3 Waiver; Severability. No waiver of a party’s rights shall
be effective unless such waiver is in writing signed by the waiving
party. If any provision of this Agreement or the application of such
provision to any person or circumstance shall be held invalid, illegal,
against public policy or is otherwise unenforceable, the remainder of
this Agreement or the application of such provision to persons or
circumstances other than those to which it is held invalid shall not be
affected thereby.
7.4 Assignment. Either party shall have the right to assign
this Agreement provided that such party provides prior written notice
of such assignment to the other party.
7.5 Notices. Any notice required or permitted to be given
by either party under this Agreement shall be in writing and sent to
each party at its address or facsimile number set forth in the first
paragraph of this Agreement, or such new address or facsimile number
as may from time to time be supplied by the parties hereto in
accordance with this Section 7.5.
7.6 Captions; Entire Agreement; Amendment. The captions
or headings of the Sections of this Agreement are for reference only
and are not to be construed in any way as part of this Agreement. This
Agreement constitutes the complete understanding and agreement of
the parties and supersedes all prior and contemporaneous negotiations,
understandings and agreements with respect to the subject matter of
this Agreement. Any modification or amendment of any provision of
this Agreement will be effective only if in writing and signed by an
authorized representative of both parties.
7.7 Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall constitute an original, but all
of which together shall constitute one instrument.
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Joint Marketing Agreement Template