Fill and Sign the 11 Counterparts This Agreement May Be Signed in Secgov Form

Agreement to Market and Sell Merchant Coupons This Agreement is entered into as of the ________________ (date), hereinafter called the Effective Date, by and between ____________________ (Name of Client) of ___________ ______________________________________________________________ (street address, city, county, state, zip code), hereinafter called Client, and ____________________ (Name of Marketing Company) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ___________________________________ ________________________________________ (street address, city, state, zip code) , referred to herein as Company.Whereas, Client is engaged in the business of (e.g. retail grocery sales, restaurant, etc.) ________________________________________ ; andWhereas, Company is willing to purchase the right to sell coupons that will be redeemable for goods or services by Client; and Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Sale of Coupons and PaymentCompany shall purchase from Client ______ (number) coupons at ____cents per coupon. The purchase price for each coupon shall be paid within _____months from the date of this Agreement or as soon as all such coupons are sold by Company, if earlier than such date.2. Number of Coupons Per CustomerCompany shall sell no more than ____ coupon(s) to each of Client’s customers or potential customers within any _________________________________ (state time period) .3.Performance of Service Specified on CouponClient shall perform the service to which the coupon holder is entitled at Client’s place of business located at ____________________________________________________________ _______________ (street address, city, state, zip code).4. TermThis Agreement is for a period of one year from the date set forth above. However, this Agreement shall continue in effort for the longer of one year following the Effective Date or the last date when a customer redeems a coupon sold by Company that is redeemable at Client’s place of business. Company may terminate this Agreement by giving Client written notice of such termination. 5. Limited LicenseClient grants Company the right to use Client owned graphic images, text and other content provided to Company by Client for the sole purpose of promoting the coupons. 6. Client shall be fully responsible for any and all injuries, illnesses, damages, claims, liabilities and costs suffered by or in respect of a customer, caused in whole or in part by the Client resulting directly or indirectly from the redemption of a coupon by a coupon redeemer. Neither Company nor Client is responsible for lost or stolen coupons. 7.Terms and Conditions for Coupons. A. It is at the discretion of the Client to determine whether coupons may be combined with certificates, third party certificates, coupons, or promotions. The use of restaurant coupons for alcoholic beverages is determined by a restaurant client, in its sole discretion. Client agrees to comply with all state laws pertaining to the same. B. Coupons may not be used for taxes, tips or prior balances, unless permitted by the Client. C.Client acknowledges that Company may terminate the publication or promotion of the coupons at any time.D. A coupon to purchase goods or services from a Client may be applied only to merchandise sold by Client, and may not be applied to shipping or handling charges. E. Each coupon expires on the date specified on the coupon, except where otherwise prohibited by law. 8. Client Representations and Warranties Client represents and warrants throughout the Term that Client shall comply with the coupon terms and conditions as set forth on the coupon, and shall comply with any State or Federal laws that govern vouchers, gift cards, coupons, and/or gift certificates. 9. DisclaimersExcept as expressly set forth in this Agreement, neither party makes any representations or warranties, express or implied, including without limitation any implied warranty of merchantability, fitness for a particular purpose or non-infringement.10. SeverabilityThe invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 11. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 12. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of ______________. 13. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 14. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 15. Mandatory ArbitrationAny dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 16. Entire Agreement This Agreement shall constitute the entire Agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 17. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 18. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 19. In this contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. ____________________________ (Name of Company) ________________________ By:_________________________ (Printed name) ___________________________ ________________________ (Printed name & Office in Corporation) (Signature of Client) ___________________________ (Signature of Officer)