VIEWS: 5,265 PAGES: 11 CATEGORY: Marketing Agreements POSTED ON: 10/23/2009
This is an agreement between a promotion company and a client for promotional and product placement services. Under this agreement, the client grants the promotion company an irrevocable right to promote their products through television programs, feature films, or other visual media formats. In addition, the agreement contains appendices that can be fully customized by the user. These appendices set forth the products to be sold, the services to be provided by the company, and the compensation rate. This document should be entered into between small businesses or other entities that want to engage a promotional company to market and advertise their products.
This is an agreement between a promotion company and a client for promotional and product placement services. Under this agreement, the client grants the promotion company an irrevocable right to promote their products through television programs, feature films, or other visual media formats. In addition, the agreement contains appendices that can be fully customized by the user. These appendices set forth the products to be sold, the services to be provided by the company, and the compensation rate. This document should be entered into between small businesses or other entities that want to engage a promotional company to market and advertise their products. Promotion and Product Placement Agreement THIS AGREEMENT (“Agreement”), is made and entered into this ___ day of ______, by and between _________________, located at __________________ (“Customer”) and _______________ located at __________________ (“Company”), hereinafter collectively referred to as the “Parties.” RECITALS: WHEREAS, Customer is a manufacturer [wholesale supplier] of __________________ (“Products”); WHEREAS Company is in the business of promotion, marketing and sale of the products into retail channels of trade located in the United States; WHEREAS Customer desires to retain the services (“Services”) of Company to promote, market and enhance the sales of its Products for the Term of this Agreement and Company is willing to provide such Services to Customer on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the terms and conditions set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto intending to be legally bound, hereby agree as follows: I. APPOINTMENT. 1.1 Customer hereby appoints Company on a nonexclusive basis to provide the Services and Company hereby accepts such appointment. Company shall use its best efforts to promote market, sell and distribute (collectively “Promote”) Customer's Products through the Company’s distribution network. Products shall include the products and items set forth in the Appendix 1 attached to this Agreement. II. RIGHTS GRANTED. 2.1 Customer grants to Company, its agents and subsidiaries: A. the exclusive irrevocable right in the United States, and _______________ [add if any] (the ‘Territory”) to promote the Products through television programs, feature film, or other visual media format. [Instruction: If there is a direct response element which requests a consumer to respond to any promotion of any product or service by mail, telephone or other electronic means, include this in Appendix 2]; B. the nonexclusive irrevocable right in the Territory to Promote the Products through the Company’s website (www.______________.com) and video streaming on the website; and C. the nonexclusive irrevocable right in the Territory to use, publish, reproduce and transmit the trademarks, trade names, logos, and/or patents and copyrights used and/or developed by Customer in connection with the Products, including without limitation the words to Promote the Products in accordance with the terms and conditions of this Agreement. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 2 III. SERVICES. 3.1 Pursuant to the rights granted to Company by Customer as set forth above, Company shall provide Services in the manner described in Appendix 2 attached to this Agreement. IV. INDEPENDENT CONTRACTOR. 4.1 For purposes of this Agreement, each party shall be and act as an independent contractor. Company is an independent contractor, and nothing contained in this Agreement shall be construed to constitute the Parties as partners, joint-venturers, co-owners or otherwise, or allow Company to create or assume any obligation on behalf of Customer for any purpose whatsoever. V. COMPENSATION. 5.1 During the Term of this Agreement, unless earlier terminated pursuant to the terms herein, Customer shall pay Company in the manner described in Appendix 3 attached to this Agreement. VI. TRADEMARKS AND TRADE NAMES. 6.1 During the term of this Agreement, Company shall have the right to indicate to the public that it is an authorized representative of Customer's Products and to advertise such Products under the logo, trademarks, marks, and trade names such as __________________________(add existing names or marks) and that Customer may adopt from time to time (“Customer's Marks”). 6.2 Nothing herein shall grant Company any right, title, or interest in Customer's Marks. At no time during or after the term of this Agreement shall Company challenge or assist others to challenge Customer's Marks or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those of Customer. Customer indemnifies Company for all use of Customer's Marks. VII. WARRANTIES/LIABILITIES/INDEMNIFICATION. 7.1 Company Warranties. Company hereby warrants and represents that: A. it has the experience, staff, skill and authority to perform its obligations hereunder; B. it shall comply with all applicable federal, state and local laws, rules, regulations, codes and orders of any public, quasi-public or other governmental authority; C. it has obtained all licenses and permits required to observe and perform the terms covenants, conditions and other provisions on its part to be observed or performed under this Agreement; and D. it has the legal right to enter into this Agreement and that this Agreement or any part of it is in conflict with any other contract it has with its other Customers or customers. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 3 7.2 Customer Warranties: Customer hereby warrants that Customer is owner of all copyrights, Trademarks, patents or Company Marks for the Product that Company is authorizing Company to use. Company assumes full responsibility for any legal actions that may be brought against Company resulting from the use of the Product its promotion, marketing and distribution; Company will be held harmless and exempt from any legal actions resulting from the promotion, marketing and distribution of Product and usage of Customer Marks, copyright, patents and such intellectual property rights of Customer. 7.3 Indemnification: Each party (the “Indemnifying Party”) agrees to defend, indemnify, and hold harmless the other party (the “Indemnified Party”), and their respective employees, officers, affiliates, and agents harmless from and against all claims of and liability to third parties, including, without limitation, all employees of Customer and Company for injury to or death of any person or damage or destruction of any property arising out of or in connection with the indemnifying party’s negligent performance of its obligations under this Agreement. The Indemnifying Party shall defend all suits brought upon such claims and shall bear all costs and expense incidental thereto (including reasonable attorneys’ fees); but Indemnified Party shall have the right, at its option, to participate at its own expense in the defense of any such suit without relieving the Indemnifying Party of any obligation hereunder. VIII. TERM. 8.1 This Agreement shall commence on the date hereof and remain in effect for one year (the “Initial Term”). Thereafter, this Agreement may be renewed for successive one (1) year terms provided that both Parties sign an extension for each such additional one (1) year term (“Renewal Term”). The Initial Term and any Renewal Term shall collectively be referred to herein as the “Term.” Either party may terminate this Agreement at any time with written notice of termination of not less than thirty (30) days. IX. CONFIDENTIAL INFORMATION. 9.1 Company warrants that all confidential information of Customer such as business plans, financial information, customer lists, market information pertaining to Customer’s business , Products, and such information designated by Customer as confidential shall be kept confidential and would not be disclosed to third parties not associated with this Agreement. Confidential information shall not include information which is publicly available or already known to Company or such information which have been developed independently or have been disclosed to Company by third parties. Furthermore, Confidential Information and any copies thereof shall be destroyed or returned to Customer on request or on the termination or expiration of this Agreement. X. LIMITATION ON LIABILITY. 10.1 In the event of termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the other, because of the termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, investments, leases or commitments in © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 4 connection with the business or goodwill of Customer or Company. Customer's sole liability under the terms of this Agreement shall be for any unpaid commissions under clause 5. XI. NOTICES. 11.1 All notices provided for in this Agreement shall be given in writing and shall be effective when either served by hand delivery, electronic facsimile transmission, express overnight courier service, or by registered or certified mail, return receipt requested, addressed to the Parties at their respective addresses set forth below, or to such other address or addresses as either Party may later specify by written notice to the other: Notices to the Customer shall be sent to: Address: Fax: (___) _________________ Email: ____________________ Notices to the Company shall be sent to: Address: Fax: (____) ________________ Email: ____________________ XII. WAIVER. 12.1 The failure of any party at any time to enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any provisions hereof or the right of any party hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party against whom or which enforcement of such waiver is sought; and no waiver of any such breach shall be construed or deemed to be a waiver of any other or subsequent breach. 13. GOVERNING LAW. 13.1 This Agreement shall be governed by and construed in accordance with the laws of the State of ___________________. Each of the Parties in any suit, action or proceeding arising out of or relating to this Agreement, irrevocably (i) submits to the jurisdiction of the State Courts of the State of _______ and the United States District Court for the district of ______________over any suit, action or proceeding arising out of or relating to this Agreement, (ii) waives to the fullest extent enforceable under applicable law any objection which it may now or hereafter have to the above venue of any such suit, action or proceeding and any claim that any such suit, action © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 5 or proceeding brought in such Court has been brought in an inconvenient forum, (iii) waives to the fullest extent enforceable under applicable law any objection which it may now or hereafter have to the above mentioned Court having jurisdiction of the Parties hereto and to the subject matter of this Agreement, and (iv) acknowledges that a final judgment in any such suit, action or proceeding brought in such Court, after all appropriate appeals, shall be conclusive and binding upon it. In any suit or arbitration regarding the Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs. In any suit or arbitration regarding the Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs. XIV. ENTIRE AGREEMENT. 14.1 This instrument contains the entire agreement of the Parties. It may be changed only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. XV. FORCE MAJEURE. 15.1 Neither party shall be deemed in violation of this Agreement if it is prevented from performing any of its obligations hereunder due to strikes, failure of public transportation, civil or military authority, act of public enemy, accidents, fires, hurricanes, landslides, explosions or acts of God, including, without limitation, earthquakes, floods, winds, or storms. In such an event, the intervening cause must not be the fault of the party asserting such an excuse, and the excused party is obligated to promptly perform in accordance with the terms of the Agreement after the intervening cause ceases. XVI. COUNTERPARTS. 16.1 This Agreement can be executed in multiple counterparts, each of which shall be deemed enforceable without production of the others. XVII. AMENDMENT. 17.1 This Agreement may not be amended or modified except by an instrument in writing executed by all of the Parties hereto. XVIII. SUCCESSORS AND ASSIGNS. 18.1 This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, executors, successors and valid assigns, it being expressly understood that this Agreement may not be assigned by Company without the prior written consent of Customer. XIX. SEVERABILITY. 19.1 All of the provisions of this Agreement are intended to be distinct and severable. If any provision of this Agreement is or is declared to be invalid or unenforceable in any jurisdiction, it shall be ineffective in such jurisdiction only to the extent of such invalidity or unenforceability. Such invalidity or unenforceability shall not affect either the balance of such provision, to the © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 6 extent it is not invalid or unenforceable, or the remaining provisions hereof, nor render invalid or unenforceable such provision in any other jurisdiction. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day first hereinabove written. COMPANY By:____________________________________ Title: __________________________________ CUSTOMER By:____________________________________ Title: __________________________________ © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 7 APPENDIX 1 PRODUCTS © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 8 APPENDIX 2 SERVICES TO BE PROVIDED BY COMPANY © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 9 APPENDIX 3 COMPENSATION © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 10
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