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
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.
A. Marketing Assistance Fees. Client shall pay to Marketing Company a
one-time marketing assistance fee of $____________ (the Marketing Assistance
B. Monthly Marketing Fees. Client shall pay to Marketing Company the sum
of $______________ on or before the first day of each month beginning on
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