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Co-Marketing Agreement

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CO-MARKETING AGREEMENT

This Co-Marketing Agreement (the Agreement) is entered into as of Effective Date: by and between Brand/Client Name: with principal address ("Brand"), and Partner/Agency Name: with principal address ("Partner").

RECITALS

Brand and Partner desire to collaborate on a joint marketing campaign under the terms set forth below. The parties agree that each shall perform the obligations described in this Agreement and grant rights limited to the scope expressly set forth herein.

CAMPAIGN OVERVIEW

Social media Email marketing Events / Webinars Paid media Owned content

DELIVERABLES & TIMELINE

The parties agree to the following deliverables. All delivery dates are target dates; time is of the essence for approved launch dates.

Additional deliverables and milestone schedules shall be mutually agreed in writing via email or signed amendment and incorporated into this Agreement by reference.

COMPENSATION & PAYMENT

In consideration of the services and deliverables, Brand shall pay Partner the Total Fee: .

Unless otherwise stated, payments are due within days of invoice receipt. Late payments shall accrue interest at .

EXPENSES

All pre-approved out-of-pocket expenses will be reimbursed by Brand. Aggregate pre-approved expense cap: .

INTELLECTUAL PROPERTY & LICENSES

Unless otherwise agreed in writing, each party retains ownership of its pre-existing intellectual property. For the purposes of the campaign, Brand grants Partner a non-exclusive, non-transferable license to use Brand Marks strictly for the Campaign in the Territory: for the Term specified below.

Select the ownership model that applies: Brand retains exclusive ownership Partner retains ownership of Partner-created materials Joint ownership with license terms to be agreed

USAGE RIGHTS, TERM & DURATION

The license granted herein permits use for Campaign purposes commencing on Campaign Start Date: and expiring on Campaign End Date: unless earlier terminated pursuant to this Agreement.

Is the Campaign exclusive? Yes No If exclusive, exclusivity territory and duration:

FTC DISCLOSURE COMPLIANCE

Both parties represent and warrant that all promotional content will include clear and conspicuous disclosures of the commercial relationship in accordance with applicable advertising and endorsement disclosure standards. Partner will ensure any influencer or third-party publisher engaged for the Campaign complies with disclosure requirements prior to publishing any materials.

APPROVALS, REVIEW & REPORTING

All creative and copy shall be subject to Brand approval prior to publication. Brand shall provide approvals or requested revisions within business days of submission. Partner shall provide Campaign performance reports at the following cadence: and include metrics: .

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed in connection with this Agreement. Confidential information shall not be used except to perform obligations under this Agreement and shall not be disclosed to third parties except with prior written consent or as required by law.

INDEMNIFICATION & LIABILITY

Each party shall indemnify and hold harmless the other from claims arising out of its breach of this Agreement, infringement of third-party rights, or negligent acts or omissions. The aggregate liability of either party for direct damages arising from or related to this Agreement shall not exceed the amount of fees paid by Brand to Partner under this Agreement in the twelve months preceding the claim.

TERMINATION

This Agreement may be terminated by either party upon written notice if the other party materially breaches and fails to cure within days after receipt of written notice. Either party may terminate for convenience upon days' prior written notice. If Brand terminates without cause after creative work has commenced, Brand will pay a kill fee of to Partner for unrecoverable costs.

DATA & PRIVACY

Each party shall comply with applicable data protection laws in the collection, use, transfer, and retention of personal data. Any customer data exchanged for Campaign purposes shall be processed only for the purposes set forth in this Agreement and returned or securely destroyed upon termination unless otherwise required by law.

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions. No amendment shall be effective unless in writing signed by both parties. This Agreement shall be governed by the laws of the State of , without regard to principles of conflicts of law.

NOTICES

SIGNATURES

Brand/Client:

By:

Date:

Partner/Agency:

By:

Date:

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What a Co-Marketing Agreement Covers

A Co-Marketing Agreement is a bilateral contract that defines how two or more organizations collaborate to promote products, services, or events. It sets scope, shared deliverables, budget and cost-sharing, timelines, promotional channels, brand and IP usage, performance metrics, confidentiality, and termination conditions. The document allocates responsibilities for creative assets, approvals, lead sharing, and reporting. Clear definitions of deliverables, payment or credit mechanics, and ownership of jointly created materials reduce disputes and make performance measurable before signatures are collected and stored.

Why use a Co-Marketing Agreement

A Co-Marketing Agreement reduces ambiguity about responsibilities, budgets, and brand use, protects intellectual property, and sets measurable performance indicators to evaluate shared campaigns.

Why use a Co-Marketing Agreement

Who typically completes this agreement

The agreement is commonly prepared by marketing or partnership teams and reviewed by legal or contracts administrators before execution.

  • Marketing agencies and consultants coordinating joint campaigns with client brands.
  • Product companies partnering with channel or technology partners on joint promotions.
  • Channel partners, distributors, or resellers sharing co-branded demand-generation activities.

Use counsel for IP, data sharing, payment, or exclusivity clauses and ensure authorized signatories execute the final document.

Typical signers and their roles

Marketing Director

A Marketing Director or Head of Partnerships negotiates scope, approves creative assets, and confirms budget contributions. They coordinate campaign timelines and ensure performance reporting aligns with internal KPIs and finance requirements.

Authorized Signatory

An Authorized Signatory (in-house counsel, VP of Sales, or a delegated officer) executes the agreement on behalf of the company after legal review and countersigns any confidentiality or IP attachment exhibits.

Core elements to include in a professional agreement

Include clear, enforceable sections that define scope, obligations, financial terms, IP ownership, confidentiality, data handling, performance metrics, and termination rights.

Scope

Describe campaign objectives, target audiences, marketing channels, geographic reach, and a precise list of activities included in the collaboration.

Deliverables

List creative assets, copy, timelines, review cycles, file formats, and delivery milestones; attach exhibits for calendar and asset ownership.

Cost Allocation

State monetary contributions, cost-sharing formulas, invoicing cadence, payment terms, and consequences for late payment or budget overruns.

Intellectual Property

Define ownership of preexisting IP, joint work product, licensed marks, and rights to reuse or sublicence created assets post-campaign.

Data & Compliance

Specify lead-sharing rules, permitted uses of personal data, required security safeguards, and compliance obligations for HIPAA, FERPA, or consumer privacy laws if applicable.

Termination

Set termination triggers, notice periods, wind-down responsibilities, and how outstanding costs or asset rights are settled on exit.

Information and records to protect

Encryption: TLS 1.2/1.3; AES-256
Access Control: Role-based access
Audit Trail: Timestamped activity logs
HIPAA BAA: BAA available
Authentication: 2FA and SSO
Certifications: SOC 2 Type II, ISO 27001

Step-by-step: complete and finalize the agreement

Follow an ordered process: prepare details, confirm legal and budget approvals, collect signatures, and store the fully executed agreement.

  • 01
    Gather inputs: Collect scope, budget, assets, and legal requirements.
  • 02
    Draft and review: Draft contract and obtain internal legal review.
  • 03
    Sign electronically: Use a compliant eSignature platform for execution.
  • 04
    Distribute and archive: Share executed copies and store in a secure repository.

Digital execution workflow overview

A typical online workflow speeds execution: upload the template, add fields, assign signers and permissions, collect signatures, and save the final package with an audit trail.

  • Upload template: Add the agreement file to the signing platform.
  • Place fields: Drop signature, date, and initial fields where required.
  • Assign signers: Enter signer emails and set signing order.
  • Execute and store: Collect signatures and save the signed PDF with audit details.

Example configuration for an online co-marketing workflow

Set up each field and verification method to balance signer convenience and legal certainty for the agreement.

Field Configuration
Signature Required, signed in order
Date Auto-fill on signature
Initials Optional per-page confirmation
Attachments Allow upload of creative assets

Technical considerations for e-signature and sharing

Choose a platform that supports required authentication, audit trails, and expected integrations to streamline execution and recordkeeping.

  • Integrations: Salesforce, NetSuite, Google Workspace
  • File formats: PDF, DOCX are supported
  • Authentication: Email, SMS code, or SSO

Ensure the chosen provider supports legal compliance for your industry (for example, HIPAA BAA for healthcare) and stores tamper-evident signed copies with a complete audit trail.

Typical eSignature vendor comparison for signing and managing agreements

Compare basic pricing and key compliance attributes across common eSignature vendors. signNow appears first as the baseline price option.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Common pitfalls to avoid

  • Unclear scope leading to disputes over which party funds or executes an activity.
  • Vague IP assignments that leave ownership of jointly created assets unresolved.
  • Missing performance metrics or reporting cadence needed to assess campaign success.
  • Using initials or informal approvals instead of properly executed signature blocks.

Risks and potential legal consequences

Contract Disputes: Delay or litigation risk
Intellectual Property: Loss of rights or infringement exposure
Privacy Violations: Regulatory fines and reputational harm
Tax Issues: Incorrect reporting or audit exposure
Breach Remedies: Damages and injunctive relief
Operational Delay: Campaign launch interruptions

Frequently asked questions about Co-Marketing Agreements

Answers to common questions about execution, e-signatures, notaries, signatory authority, and document changes when using digital workflows.


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