Fill and Sign the Co Branding Agreement Template Form

Co-Branding Agreement Agreement made on the ________________ (date) , between _______________________ (Name of Provider) , 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 Provider , and ______________________ (Name of Brander) , 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 Brander . Whereas, Provider (describe Provider’s services and the products it sells) ______________________________________________________________________ ______________________________________________________________________ _________________________________________________________________; and Whereas, Provider markets its products by (describe) ____________________ ________________________________________________________________; and Whereas, Brander (describe Brander’s marketing procedures and strategies) ______________________________________________________________________ ______________________________________________________________________ __________________________________________________________________; and Whereas, Provider and the Brander are desirous of entering into this Agreement to jointly market and promote (describe Product) _____________________________ ___________________________________, hereinafter called the Product , on the terms and conditions contained herein. 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: A. Definitions In this Agreement , the following terms shall have the meanings set out below unless the context requires otherwise (in which case the term will not be capitalized): 1. Content means all of the content provided by the Brander to the Provider, including but not limited to, images, text, graphics, audio, video and all other forms of media. 2. Domain Name means the domain name _______________. 3. Intellectual Property means all of the trademarks, trade names, copyrights, patents and industrial designs of the Provider and the Brander. 4. Product means the Product of the Provider in connection with this Agreement . 5. Promotions means the agreed upon promotions by the Provider and the Brander in respect to the promotion of the Product as set out in Schedule A annexed hereto. 6. Launch Date means the first day on which the Promotions commence. 7. User means an individual who accesses the Service. 8. Effective Date means __________________ (date) . I. Intellectual Property Rights A. Provider shall retain all of its right, interest and title in and to the Product, including but not limited to, all copyrights, trademarks and patents. B. Brander shall retain all of its right, interest and title in and to any and all Content provided to the Provider for the purposes of the promotion of the Product. C. Pursuant to the terms and conditions of this Agreement , Provider and Brander hereby grant to each other, a non-exclusive right and license to use and display the others intellectual property for the purposes of the promotion of the Product. D. Brander represents and warrants to Provider that it now owns and will own at the Effective Date, all of the right, title and interest in and to the Content provided to the Provider for the promotion of the Product and does not require the consent of any third parties to provide the Content to the Provider. E. Brander hereby grants to the Provider and its users of the Product, a royalty-free and worldwide right and license to display, distribute, copy and reproduce the Content provided by the Brander during the term of this Agreement for the purpose of the promotion of the Product. II. Promotion and Advertisement of Product A. Provider and Brander hereby agree that they shall promote the Product in accordance with the promotions set out in Schedule A annexed hereto. B. Provider and Brander hereby agree that each may issue a press release or releases related to this Agreement within _______ (number) days of the Effective Date of this Agreement . Should the Provider or the Brander elect to issue such press release or releases, that party shall submit such press release or releases to the other party for approval prior the press release or releases being viewed by the general public. C. Provider shall be entitled to provide information relating to Brander to its customers and users about Brander’s promotions during the term of this Agreement . III. Representations, Warranties and Indemnification A. Provider and Brander hereby represent and warrant to each other that each of them have the right and capacity to enter into this Agreement and to perform its obligations contemplated herein. B. By Provider and Brander entering into this Agreement, they hereby represent and warrant to each other that this Agreement shall not conflict any other Agreements entered into by Provider and Brander. C. The representations and warranties contained in this Article III shall remain true and in full force and effect for a period ___________ (time) after the termination of this Agreement . D. Provider and Brander hereby agree to indemnify and hold each other and their respective directors, officers and employees harmless from and against any claim, demand, action, cause of action, damage, loss, deficiency, cost, liability or expense (a Loss ) which may be made or brought against the Provider or the Brander or which the Provider or the Brander may suffer directly or indirectly as a result of, in respect of or arising out of: 1. Any incorrectness, inaccuracy, misrepresentation or breach of any representation or warranty made by the Provider or the Brander in this Agreement or under any other agreement , certificate or instrument executed and delivered pursuant to this Agreement ; 2. Any non-performance or non-fulfillment of any covenant or agreement on the part of Provider or Brander contained in this Agreement or in any other agreement , certificate or instrument executed and delivered pursuant to this Agreement ; and 3. All costs and expenses, including legal fees on an attorney and client basis, incidental to or in respect of the foregoing. E. The obligation of the Provider and the Brander to indemnify the other for any Loss shall be subject to the limitation period referred to in Article III-C with respect to survival of representations and warranties. IV. Term and Termination A. This Agreement will become effective on the Effective Date and shall continue to be in full force and effect for a term of ________ (number of months or years) . Provider and the Brander agree to negotiate in good faith a renewal of this Agreement in the event the Provider and the Brander should desire to do so at the end of the Term. B. Any party (the Terminating Party ) may terminate its future obligations under this Agreement for any reason at any time (the Termination Date ) provided: 1. It delivers at least _____________ (number of months or years ) advance written notice (the Termination Notice ) of the Termination Date to the other party, and 2. The other party consenting to entering into negotiations and agreeing upon the terms and conditions upon which this Agreement will terminate, or C. Should one party (the Defaulting Party ) breach a material provision of this Agreement and having received written notice from the other party, fails to remedy the breach within _________ (number) days from receipt of such notice, the other party shall have the right at any time (the Termination Date ) to terminate this Agreement by delivering written notice (the Termination Notice ) to the Defaulting Party, in which case, the Defaulting Party shall indemnify, defend and save harmless the other party in respect of any and all losses, costs, expenses, liabilities, payments or damages that the other party suffers, for the period from the Termination Date until the end of the Term, which but for the default by the Defaulting Party, it would not have suffered. D. Upon termination of this Agreement for any reason, whether pursuant to Article IV-B , or upon the expiration of the term of this Agreement, or any applicable renewal, this Agreement shall be terminated, and the indemnification provisions set out herein shall continue to apply and bind Provider and Brander. E. This Agreement shall, subject to the provisions set out below, terminate at the expiration of the term. Each party shall deliver written notice to the other party at least ____________ (number of months or years ) prior to the end of the term indicating whether it is interested in continuing on with the Agreement upon the expiration of the term and the term and conditions, if any, as to its continued involvement; provided, however, any renewal of this Agreement shall be on such terms and conditions as the parties may determine, in their absolute discretion. V. Confidentiality A. Neither the Provider nor the Brander (or either of them) shall make any public announcement concerning the transaction or related negotiations without the other party’s prior written approval (which approval may not be unreasonably withheld or delayed), except as may be required by applicable law. If such an announcement is required by law, the party required to make the announcement shall inform the other party of the contents of the announcement proposed to be made and the proposed date of the announcement and shall use its reasonable efforts to obtain the other party’s approval for the announcement, which approval must not be unreasonably withheld or delayed. Except as may be required by applicable law, in no event shall any announcement be made until this Agreement has been signed by all parties and the transactions contemplated herein are concluded. B. Each of the Provider and the Brander shall (and shall cause each of its officers, employees and agents) to hold in strictest confidence and not use in any manner whatsoever, other than as expressly contemplated by this Agreement, any confidential information of the other party or relating to the content of this Agreement. This provision shall not apply to the disclosure of any confidential information where such disclosure is required by Applicable Law. C. Neither the Provider or the Brander shall be liable or lost profits or special, incidental or consequential damages arising out of or in connection with this Agreement, however arising, including negligence, even if the Provider and the Brander are aware of the possibility of such damages. VI. Expenses Except as otherwise set out herein, the Parties shall be responsible for their own legal and other expenses incurred in connection with the negotiation, preparation, execution, delivery and performance of this Agreement. VII. Notices Unless provided herein to the contrary, 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. VIII. Time of the Essence Provider and Brander shall promptly do, execute, deliver or cause to be done, executed and delivered all further acts, documents and things in connection with this Agreement IX. Severability The 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. X. 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. XI. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _____________. XII. 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. XIII. Mandatory Arbitration Any 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. XIV. 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. XV. 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. XVI. 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. XVII. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. WITNESS our signatures as of the day and date first above stated. _____________________ _______________________ (Name of Provider) (Name of Brander) By:____________________________ By:_______________________________ _____________________ ________________________ (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation) Attach Schedule Acknowledgements