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Single Linking Website Agreement

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Single Linking Website Agreement Powered By Docstoc
					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.




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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: (___) __________




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                 (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.



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        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

				
DOCUMENT INFO
Description: 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.
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