Marketing Agreement by ldascotte

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									                             Marketing Agreement

This Marketing Agreement (“Agreement”) is entered into effective _____________ 2011
(the “Effective Date”) by and between Marketer Business Name Here (“Marketer”), a
State of Incorporation Here corporation, having its principal place of business at
____________________________________________________________________ and

________________________________(“Company”), whose registered office is
______________________________________________________ (“Company Name”).

WHEREAS COMPANY develops and markets Type of Product Here under the
___________________________brand name and desires to appoint Marketer as a
preferred marketing agent of COMPANY’s products and services and,

WHEREAS Marketer desires to accept such appointment on the terms and conditions set
forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the covenants set forth
below, the parties agree as follows:


     1.1.      “Effective Date” means the date of the last signature on the agreement.

     1.2.      “Commercial Deployment Date” means the date the Marketer begins
               commercially marketing the product. The Commercial Deployment Date
               must begin no later than 90 days after the Effective Date.

     1.3.      “Copyright Materials” shall mean the works of authorship licensed by
               COMPANY to the Marketer or provided by the Marketer including, but
               not limited to, those items identified on the attached Exhibits, and
               including any future materials developed by the Marketer or COMPANY
               and distributed to the Marketer.

“Know-How” shall mean all information, formulations, designs, drawings, operations
manuals, compilations of technical information, research files and records, production
methods and specifications, quality assurance specifications, know-how, processes,
product and packaging specifications and other proprietary information used in
connection with the Licensed Products an

     1.4.      “Licensed Intellectual Property” shall mean all licensed Marks, Copyright
               Materials, Trade Secrets and Know-How, and Services that are not Trade

     1.5.      “Marks” shall mean those trademarks, service marks, trade names, or
               trade dress now owned by COMPANY and licensed to the Marketer,
               including, but not limited to, those identified on the attached Exhibits,
               together with any applications or registrations now or hereinafter issued
              on said trademarks, service marks, trade names or trade dress whether
              federal, state or foreign.

     1.6.     “Marketer” shall mean appoint as a Preferred Marketer of Company
              Name Here’ products and services as defined in Section 3.1.

     1.7.     “Resellers” shall mean those agents or independent contractors appointed
              by Marketer to promote, market, and sell the Licensed Products and
              Services in accordance to the terms and conditions set forth in this

     1.8.     “Trade Secrets” shall mean all patents, patent applications, including with
              respect to patents any patent rights granted upon any reissue, division,
              continuation or continuation-in-part applications now or hereafter filed,
              utility models issued or pending, registered and un-registered design
              rights, copyrights (including the copyright on software in any code), trade
              secrets and proprietary know-how, Mask Works and other similar
              statutory intellectual property or industrial rights, as well as applications
              for any such rights.

     1.9.     “Products and Services” shall mean any Company Name Here’ products
              and services that Marketer is authorized to market and customize as noted
              in Exhibit A.

     1.10.    “Customer Detail Report” (“CDR”) shall mean a monthly report
              provided, by COMPANY to Marketer, that details a current consumer list
              pertaining directly to Marketers relationship with COMPANY.

     1.11.    “End Customers” shall mean any residential or commercial users and
              purchasers of COMPANY’s products and services.

2.     Term

     2.1.     The term of this Agreement shall begin on the Effective Date and end on
              the third year anniversary of the Commercial Deployment Date (“Initial
              Term”), unless terminated earlier pursuant to Section 10 of the
              Agreement. After the Initial Term, this Agreement will be automatically
              renewed for successive one (1) year periods by the written agreement of
              an officer of COMPANY and Marketer.
3.     Grant of Marketer Rights

     3.1.      COMPANY hereby appoints Marketer for the term of this Agreement as
               the preferred) Marketer of Company Name Here products and services.
               (Marketer can customize their offers by bundling the components)
               summarized in Exhibit A, as amended from time to time by COMPANY
               at its sole discretion, and Marketer hereby accepts such appointment.
               During such appointment, Marketer has the right to market and sell their
               customized products to their current and prospective customers of the
               Company Name Here’ products and services.

4.     Marketing, Milestones and Projections

     4.1.      Marketing and Business Conduct. Marketer shall diligently promote and
               market the Products and Services, conduct business in a manner that
               reflects favorably at all times on the Products and the good name,
               goodwill and reputation of COMPANY, and avoid deceptive, misleading
               and unethical practices that are or might be detrimental to COMPANY,
               the Products or the public.

5.     Product Pricing, Commissions and Terms

     5.1.      Price and Taxes. Unless otherwise agreed to by COMPANY, Marketer
               agrees to market COMPANY’s Products and Services as noted in Exhibit
               A. The wholesale rates reflected in Exhibit B are exclusive of taxes, and
               End User shall be responsible for payment of all taxes and duties assessed
               in connection with the End-Users’ purchase, shipment and importation of
               the Products, including but not limited to sales, value added and use
               taxes, customs duties and other governmental assessments WHETHER
               may be charged sales tax unless they have provided COMPANY with a
               Marketer certificate issued by a state or territory of the United States or
               other such documentation as is acceptable to COMPANY in its sole
               discretion that proves Marketer is exempt from such taxes for the
               transactions contem
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