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Promotion and Product Placement Agreement

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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.

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									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.


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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.




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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




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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


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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



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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: __________________________________




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                                                   APPENDIX 1

                                                    PRODUCTS




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                                         APPENDIX 2
                            SERVICES TO BE PROVIDED BY COMPANY




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                                                  APPENDIX 3
                                                COMPENSATION




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