Promotional Agreement

Promotional Agreement

This Promotional Agreement (the Agreement) is made effective as of Effective Date: between Company Name: with principal address: ("Company"), and Promoter Name: with principal address: ("Promoter").

RECITALS

WHEREAS, Company develops and owns certain products, services and trademarks and desires to increase public awareness and sales of its products and services through promotional activities;

WHEREAS, Promoter has experience and channels to promote Company’s products and services to targeted audiences and has represented the ability to perform the promotional services described in this Agreement;

WHEREAS, the parties desire to set forth the terms and conditions under which Promoter will provide promotional services for the Campaign named: commencing on and ending on .

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 "Deliverables" means all promotional content, materials, creative assets, copy, images, videos and analytics reports created by Promoter under this Agreement as specified in Section 2.

1.2 "Company Marks" means Company’s trade names, trademarks, service marks, logos and other branding elements provided to Promoter for use in connection with the Campaign.

2. SCOPE OF SERVICES

Promoter shall provide the promotional services described below in a professional manner consistent with industry standards:

Promoter shall deliver initial creative concepts within days of the Effective Date and shall submit final Deliverables in accordance with the schedule set forth in the attached deliverables schedule or as otherwise agreed in writing.

3. COMPENSATION

Company shall pay Promoter the fees set forth below in consideration for the Services. Unless otherwise stated, fees are exclusive of taxes and out-of-pocket expenses.

Expenses pre-approved in writing by Company shall be reimbursed upon submission of itemized receipts. Promoter shall not incur third-party costs in excess of without prior written consent.

4. INTELLECTUAL PROPERTY; LICENSES

4.1 Company grants to Promoter a limited, non-exclusive, non-transferable, revocable license to use the Company Marks and approved materials solely for the purpose of performing the Services during the Term. Promoter’s use of Company Marks shall comply with Company’s brand guidelines located at: .

4.2 Ownership. Company retains all right, title and interest in and to Company Marks and pre-existing intellectual property. Except as expressly set forth herein, Promoter assigns to Company all right, title and interest in Deliverables created specifically for Company and agrees to execute documents reasonably necessary to effectuate such assignment.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by either party that is designated confidential or that should reasonably be understood to be confidential.

5.2 Obligation. Each party shall hold Confidential Information in confidence, shall not disclose it to third parties except as permitted in writing, and shall use it only to perform obligations under this Agreement. The confidentiality obligation shall continue for a period of years from the date of disclosure.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement and to perform its obligations; (b) its performance will not violate any applicable law or third-party right; and (c) any Deliverables provided by Promoter to Company will be original or properly licensed and will not infringe the intellectual property rights of third parties.

7. INDEMNIFICATION

Promoter shall indemnify, defend and hold Company harmless from and against any claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of (a) Promoter’s breach of this Agreement, (b) Promoter’s gross negligence or willful misconduct, and (c) infringement claims arising from Promoter-prepared Deliverables. Company shall indemnify Promoter for claims arising from Company-provided materials or Company’s breach of its representations and warranties.

8. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY COMPANY TO PROMOTER UNDER THIS AGREEMENT.

9. TERM AND TERMINATION

9.1 Term. The term of this Agreement shall commence on the Effective Date and continue until the Campaign End Date unless earlier terminated in accordance with this Section.

9.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. In the event of termination, Company shall pay Promoter for Services performed and approved Deliverables delivered through the effective date of termination.

9.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

10. NOTICES

All notices, demands and communications under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth below or to such other address as either party designates in writing.

11. ASSIGNMENT

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Company may assign this Agreement without Promoter’s consent in connection with a merger, acquisition or sale of substantially all of its assets.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the parties' intent.

14. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. Failure or delay by either party to exercise any right shall not constitute a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

15. MISCELLANEOUS

The parties are independent contractors and nothing contained in this Agreement shall be construed to create a partnership, joint venture or agency relationship. Each party is responsible for its own taxes and benefits with respect to its personnel. The parties shall cooperate to execute such further documents as may be reasonably necessary to give effect to the provisions of this Agreement.

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