This is an agreement between two websites whereby one website (the “Company”) allows the other website (the “Licensee”) to provide a graphic image and link of the Company on their webpage. The Company grants the Licensee a nonexclusive license to reproduce and display the intellectual property of the Company on the Licensee’s website by providing a direct link to the Company's website. In addition, this agreement provides the term of the agreement, representations and warranties, and termination procedure. This agreement can be used by small businesses or other entities that want to allow a Licensee to display their image and provide a link to their website.
This is an agreement between two websites whereby one website (the “Company”) allows the other website (the “Licensee”) to provide a graphic image and link of the Company on their webpage. The Company grants the Licensee a nonexclusive license to reproduce and display the intellectual property of the Company on the Licensee’s website by providing a direct link to the Company's website. In addition, this agreement provides the term of the agreement, representations and warranties, and termination procedure. This agreement can be used by small businesses or other entities that want to allow a Licensee to display their image and provide a link to their website. SINGLE WEBSITE LINKING AGREEMENT THIS SINGLE WEBSITE LINKING AGREEMENT (hereinafer the “Agreement”) made this __________ day of __________, _____, (hereinafter the “Effective Date”) by and between ___________________ (hereinafer “Company”) and ____________________ (hereinafter “Licensee”). WHEREAS, Company owns and operates the website located at the internet address of _______________ (hereinafter the “Company’s Website”), which contains certain intellectual property, including but not limited to, trademarks, service marks, logos, and other identifying symbols (the “Intellectual Property”) used by Company in connection with the sale, distribution and marketing of Company’s products and services on the Company’s Website. AND WHEREAS, Licensee operates the website located at the internet address of _________________ (the “Licensee’s Website”); AND WHEREAS, Licensee is desirous to use one or more of the Intellectual Property of Company to maintain a graphical link on Licensee’s Website in which users of Licensee’s Website can link to Company’s Website. NOW THEREFORE, in consideration of the promises and mutual covenants and agreements contained herein, the parties hereto hereby agree as follows: 1.00 TERMS OF LICENSE GRANTED 1.01 Company hereby grants to Licensee a non-exclusive license to reproduce and display the Intellectual Property of Company as more particularly described on Scheduled “A” annexed hereto (hereinafter the “Licensed Intellectual Property”) on Licensee’s Website for the sole purpose of effecting a hyperlink from Licensee’s Website to Company’s Website. 1.02 Licensee hereby acknowledge and agrees that it shall display the Intellectual Property of Company on Licensee’s Website only and shall not use Company’s Intellectual Property for any other purpose or purposes. 1.03 Company and Licensee hereby acknowledge and agree that the license granted herein by Company to Licensee shall commence on the Effective Date. 1.04 Licensee hereby agrees that it shall not display Company’s Intellectual Property in any way which may imply a relationship or affiliation with Company. Licensee further agrees that it shall not at any time or times use Company’s Intellectual Property in any way that may be misleading, infringing or otherwise objectionable to Company. 1.05 Licensee hereby acknowledges and agrees that the license granted herein is limited to the linking of content on Company’s Website. Licensee hereby further acknowledges and agrees that it shall not at any time or times duplicate any website page or pages contained in Company’s Website. 1.06 Licensee acknowledges and agrees that Company shall at all times retain all of its right, title and interest in and to Company’s Website and the Intellectual Property of Company. 2.00 REPRESENTATIONS AND WARRANTIES 2.01 Licensee hereby represents and warrants to Company as follows: (a) Licensee has all authority and right to enter into the Agreement with Company; (b) Licensee’s Website does not violate the rights of any third party and does not infringe on the intellectual property rights of any third party; (c) Licensee’s Website and the content contained therein does not violate the laws or regulations of any jurisdiction; and (d) Licensee’s Websites does not now contain or will contain any content or material that the general public would find offensive, harmful, obscene, defamatory, slanderous, libelous, or promotes any illegal activity or activities. 3.00 INDEMNIFICATION 3.01 Licensee’s hereby agrees that it shall indemnify and hold harmless, to the fullest extent allowed by law, Company, its officers, directors, shareholders, agents, employees or affiliates from any and all claims, actions, demands or suits in respect of or arising out of Licensee breaching any of the representations and warranties contained in Section 2 above or any liability or liabilities arising out of the Agreement, whether Company was advised of such possibility or not. 4.00 TERM OF AGREEMENT 4.01 Company and Licensee hereby acknowledge and agree that the term of the Agreement shall commence on the Effective Date and shall continue to be in full force and effect for a term of __________ [AMOUNT IN WORDS] (___ [AMOUNT IN NUMERALS]) months OR years and shall end on the __________ day of __________, _____ (hereinafter the “Termination Date”). Company and Licensee hereby further agree that the Agreement shall be renewable by the parties upon the Termination Date for a further term of __________ [AMOUNT IN WORDS] (___ [AMOUNT IN NUMERALS]) months OR years. © Docstoc®, Inc. 2011 – All Rights Reserved 5.00 TERMINATION 5.01 Company may at any time terminate the Agreement and license granted herein by Company to Licensee in the event of Licensee altering the content or structure of Licensee’s Website, and without the prior written consent of the Licensor. 5.02 Either Company or Licensee may terminate the Agreement at any time upon written notice to the other party if such party is in breach of any of the terms and conditions of the Agreement and if such breach is not remedied within __________ [AMOUNT IN WORDS] (___ [AMOUNT IN NUMERALS]) days after such written notice is provided to the breaching party. 6.00 GENERAL PROVISIONS 6.01 Company and Licensee hereby agree that neither party is deemed to be a partner or affiliate of the other at any time. 6.02 Each of Company and Licensee hereby agree that each party shall be solely responsible for all costs associated with such party’s maintenance, management, and content of their respective websites. 6.03 Except as otherwise set out herein, the parties shall be responsible for their own legal and other expenses incurred in connection with the negotiation, preparation, execution, delivery, and performance of the Agreement. 6.04 Any notice, certificate, consent, determination, or other communication required or permitted to be given or made under the Agreement shall be in writing and shall be effectively given and made if (i) delivered personally, (ii) sent by prepaid courier service or mail, or (iii) sent prepaid by fax or other similar means of electronic communication, in each case to the following addresses: ________________________ (Company) ________________________ (Address) Fax: (_____) ________ ________________________ (Licensee) ________________________ (Address) Fax: (___) __________ © Docstoc®, Inc. 2011 – All Rights Reserved (b) Any such communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of faxing or sending by other means of recorded electronic communication, provided that such day in either event is a business day and the communication is so delivered, faxed, or sent prior to 4:30 p.m. on such day. Otherwise, such communication shall be deemed to have been given and made and to have been received on the next following business day. Any such communication sent by mail shall be deemed to have been given and made and to have been received on the fifth business day following the mailing thereof; provided however that no such communication shall be mailed during any actual or apprehended disruption of postal services. Any such communication given or made in any other manner shall be deemed to have been given or made and to have been received only upon actual receipt. 6.07 Each Party shall, promptly do, execute, deliver, or cause to be done, executed and delivered all further acts, documents, and things in connection with the Agreement that the other parties may require, for the purposes of giving effect to the Agreement. 6.08 The Agreement shall enure to the benefit of, and be binding on, the parties and their respective successors and permitted assigns. No party may assign or transfer, whether absolutely, by way of security, or otherwise, all or any part of its respective rights or obligations under the Agreement without the prior written consent of all of the other party. 6.09 The Agreement constitutes the entire integrated agreement between the parties pertaining to the subject matter of the Agreement and such other agreements and documents and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written including, without limitation, any confidentiality agreements which may have been entered into among the parties prior to the date hereof. There are no conditions, warranties, representations or other agreements among the parties in connection with the subject matter of the Agreement (whether oral or written, express or implied, statutory or otherwise) except as specifically set out in the Agreement or in such other agreements and documents. 6.10 Any provision of the Agreement which, as it may relate to a party, is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of the Agreement, all without affecting the remaining provisions of the Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 6.11 Any reference in the Agreement to the consent of a party shall be deemed to refer to the prior written consent of a duly authorized representative of such party. 6.12 The Agreement shall be governed by and construed in accordance with the laws of the Province/State of ________________ and the laws of __________ [COUNTRY] applicable in that Province/State and shall be treated, in all respects, as a contract. © Docstoc®, Inc. 2011 – All Rights Reserved IN WITNESS WHEREOF the Parties have executed the Agreement. DATED as at the day and year first written above. (COMPANY) Per: Name: Title: I have authority to bind Company. (LICENSEE) Per: Name: Title: I have authority to bind Licensee. or if Licensee is an individual Witness: Licensee © Docstoc®, Inc. 2011 – All Rights Reserved
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