Fill and Sign the Non Exclusive 497332313 Form

Non-Exclusive Marketing Agreement This Agreement (the Agreement ) is made and entered into as of _________________ (date), hereinafter called the Effective Date, by and between _____________________ (Name of Marketing Company) , a corporation organized and existing under the laws of the state of _____________________ (name of state), with its principal office located at _________________________________________ (street address, city, state, zip code) , referred to herein as Marketing Company or Company , and _____________________ (Name of Client), a corporation organized and existing under the laws of the state of _____________________ (name of state), with its principal office located at _________________________________________ (street address, city, state, zip code) , referred to herein as Client. Whereas, Marketing Company wishes to market the services and products of Client; Now Therefore, Marketing Company and Client agree as follows: 1 . Services and Products . The Services and Products which Marketing Company shall market pursuant to this Agreement are described in Exhibit A attached hereto and made a part hereof. 2 . Term. The term of this Agreement shall commence on the Effective Date and continue unless sooner terminated as provided herein, for _________ (number) years (the Term ) unless sooner terminated as provided herein. 3 . Appointment as Marketing Representative . A. Marketing Company shall assist Client, at Client's sole cost and expense, in the marketing and promotion of Services and Products Services in accordance with Marketing Program contained in Exhibit B attached hereto and made a part hereof. B. This Agreement does not prohibit Client from entering into marketing arrangements with other entities, and does not prohibit Marketing Company from entering into marketing arrangements with other entities provided such arrangements do not materially impair or interfere with the Marketing Program set forth in this Agreement. 4. Fees. A. Marketing Assistance Fees . Client shall pay to Marketing Company a one-time marketing assistance fee of $ _________ (the Marketing Assistance Fee ). B. Monthly Marketing Fees. Client shall pay to Marketing Company the sum of $ _________ on or before the first day of each month beginning on _____________________ (date). 5. Assignment by Marketing Company. Company shall have the right to assign its rights and obligations under this Agreement , to an entity that purchases all or substantially all of Company's assets or that is Company's successor by merger or restructure or recapitalization, or to any affiliate of Company, provided such entity expressly agrees in writing to accept and assume all obligations of the Company under this Agreement. Any other assignment by Company shall be subject to Client’s consent, which shall be neither withheld unreasonably nor conditioned upon receiving monetary or other consideration. Company may subcontract or delegate duties under this Agreement to any affiliate, or to a third party. 6. Force Majeure. Neither Party shall be held liable for any reasonable delay or failure in performance of any part of this Agreement because of any cause or circumstances beyond its control such as, but not limited to, acts of God, explosion, fire, power failure, strikes, terrorism, newly enacted laws or regulations, actions or inactions of any government instrumentality, unavailability of materials and/or qualified labor to perform the necessary work, or any other cause arising without its actual fault that causes delay of such party's performance (collectively the Force Majeure Conditions ). In the event a Force Majeure Condition hereunder arises, the Parties shall co-operate as appropriate and in good faith to perform their obligations under this Agreement . 7. Publicity and Trademark Licenses. Neither Party may use the other Party's name, trademarks, trade names or the name of any affiliate or subsidiary of the other, or use any photographs or likeness of the property, personnel, or assets of the other in press releases or advertising without such other's prior written consent. Each Party shall submit to the other(s) for written approval, prior to publication, all press releases that mention or display the name or marks of such other(s) or contain language from which a connection to said name and/or mark may be inferred. No licenses, express or implied, under any patents, copyrights, trademarks, service marks, or trade secrets, are granted to either Party by the other Party unless otherwise agreed to herein. 8. Termination and/or Default. Either Party may terminate this Agreement with respect to a Property upon giving ninety (90) days prior written notice to the other; 9. 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. 10. 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/ 11. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _____________________ (name of state). 12. 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. 13. 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. 14. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, 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. 15. 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. 16. 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. 17. 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. 18. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. WITNESS our signatures as of the day and date first above stated. _____________________ _____________________ (Name of Marketing Company) (Name of Client) By: _____________________ By: _____________________ (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation) _____________________ _____________________ (Signature of Officer) (Signature of Officer) Exhibit B A. Components. The Marketing Plan shall contain five major elements. Marketing objectives are stated in view of Client’s strengths and weaknesses. A situation analysis shall examine the current condition of Client and evaluate external opportunities and hazards. Target market shall enable Client to select markets on which Client shall focus its resources. Marketing strategies shall use product and price decisions, plus distribution channel and promotion choices, to market the products and services of Client. B. Benefits. The Marketing Plan for Client shall provide a well-coordinated plan which shall serve as an agreed-upon template for the Client’s direction, and shall remain intact regardless of personnel changes or other influences. The Plan also will show employees of the Client its future direction which will help them visualize themselves in the Marketing Plan. C. Considerations. Three considerations shall influence the direction of the Marketing Plan: 1. Identifying political, legal and cultural environments that serve as the backdrop for the marketing decisions of Client and Company; 2. Considering customer needs, as well as each market segment’s competitors; and 3. Examining all possible marketing strategies before selecting one path, and describe in detail why that choice is the best fit which examination shall include short-term and long-term financial projections for that strategy. D. Risks. Unanticipated market forces can mean that a highly-marketed product, or marketing strategy, becomes inappropriate for the market. For example, prices for a heavily-marketed new product can be affected by weather or government regulations. A company can reduce a marketing risk by evaluating the predicted consequences of varied marketing decisions. E. Implementation. Marketing plan implementation shall evolve with the business operations of Client. Marketing Company shall consistently evaluate each marketing strategy’s success, expand on positive results and devote more effort to underperforming programs. Company shall solicit feedback from Client. F. Target Market _________________________________________ (describe). G. Unique Selling Position _________________________________________ (describe). H. Value to Customers _________________________________________ (describe). I. SWOT Analysis _________________________________________ (strengths, weaknesses, opportunities and threats). J. Competitors _________________________________________ (Top 3 competitors) K. Pricing Strategy _________________________________________ (describe). L. Promotion Strategy _________________________________________ (describe). M. Marketing Goals _________________________________________ (describe). N. Budget _________________________________________ (describe). O. Action Items _________________________________________ (describe).