Internet Collaboration Agreement
Agreement made on the (date), between (Name of Content Provider), a
corporation organized and existing under the laws of the state of ______________, with
its principal office located at (street address, city, state, zip code), referred to herein as
Content Provider, and (Name of Company), a corporation organized and existing under
the laws of the state of ______________, with its principal office located at (street
address, city, state, zip code), referred to herein as Company.
WHEREAS, Content Provider has developed and operates an Internet-based
service providing content for (specify type) products and services to consumer end-
users and matching consumer end-users with (describe target audience); and
WHEREAS, Company, among other businesses, develops, manufactures and
sells (describe product and/or services); and
WHEREAS, Content Provider wishes to receive from Company content for
consumer end-users and both wish to collaborate in the areas of brand awareness,
marketing and revenue generation;
Now, therefore, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. Obligations of Content Provider
A. During the entire term of this Agreement, Content Provider will add and
maintain at least one banner advertisement on its consumer web sites (the Sites)
rotating through pages of the Sites that are most relevant to Company's products
(the Products) as mutually agreed upon by the parties and as shown in Exhibit A
attached to this Agreement. The content for each banner shall be provided by
Company in a form to be mutually agreed upon with the content subject to
change up to twelve times each year at no cost to Company.
B. Content Provider will add and maintain a button identifying Company with
continuous presence on a button bar rotating through pages of the Sites that are
most relevant to Company Products as mutually agreed upon by the parties and
documented in Exhibit A to this Agreement. The content for each button shall be
provided by Company in a form to be mutually agreed upon with the content
subject to change up to twelve times each year at no cost to Company.
C. Content Provider agrees to ensure that the Company is continuously
identified on those pages on its web site that are appropriate for the Company's
products. The content of the button should be provided by the Company.
D. Content Provider will add and maintain an on-line brochure for Products
using content supplied by Company in a form to be mutually agreed upon and
linked to the Company website. The content will be subject to change up to three
times each year at no cost to Company.
E. Company will be credited as an Official Sponsor of a message board on
Content Provider's site directed to (describe or indicate subject) with a banner
permanently added and maintained on top of the message board. Company may
provide information to respond to messages received. Company, or parties
authorized by Company shall use reasonable efforts to respond to messages
received with objective information. Content Provider will have the final editorial
authority.
F. Content Provider will prominently feature Products in all product
categories on the Sites most relevant to Products as mutually agreed upon by
the parties and illustrated in Exhibit A. The content for Products shall be
provided by Company in a form to be mutually agreed upon with the content
subject to change up to six times each year at no cost to Company. Company will
have at least as many products featured as any other manufacturer in each
relevant category.
G. Content Provider will add and maintain links between the Sites and the
Company website.
H. Company shall be the exclusive provider of (describe or indicate subject)
content on the Sites. Company shall provide to Content Provider fully developed
content to add and maintain on the Sites. Content Provider reserves the right to
edit the content provided by Company but not to change the substantive
information without giving Company the ability to comment on the proposed edit.
If Content Provider wishes to make available to its users certain content, and
such content either is not available from Company or, in the reasonable opinion
of Content Provider, is not of acceptable quality, then Content Provider will notify
Company of the content that Content Provider wishes to obtain. If Company is
not able to commence provision of such content within (number) business days
of such request, then Content Provider shall be permitted to present such content
provided by a third Party.
I. Content Provider will provide Company information drawn from Content
Provider's databases of consumers. The information will be defined by Company
and be subject to Content Provider's privacy policy as communicated on the
Sites.
2. Obligations of Company
A. During the entire term of this Agreement, Company will develop co-
branded advertising with Content Provider to build awareness of Content
Provider's Sites. Content Provider will participate in all aspects of creative
development and media placement that pertains to Content Provider's presence
in the co-branded advertising campaign. Company retains final editorial and
creative decision with Content Provider having a right of refusal. Company will
not be required to materially alter or revise its advertising strategies and plans to
implement the co-branded advertising campaign.
B. Company will include promotional material supplied by Content Provider in
direct mailings sent by Company in response to certain programs identified by
Company. The material from Content Provider shall be developed at no cost to
Company and must be in a mutually agreed upon format appropriate to the direct
mailing and Company's brand aesthetics. Company's material for direct mail it
sends shall be developed at no cost to Content Provider. The total value to
Content Provider of the Co-Branded Advertising and Direct Mail Inserts, should
be equal to or greater than $___________ annually and will be determined on
the following scale:
1. For advertisements and inserts that mention Content Provider and
provide some promotion of its services, Company will receive credit in an
amount not less than ____% of the total net media value of the
advertisement, but not more than ____% of the total net media value of
the advertisement, exact percentage to be mutually agreed upon by the
parties based upon the degree of the Content Provider promotion.
2. For advertisements and inserts that prominently feature Content
Provider, and promote Content Provider's services, Company will receive
credit in an amount not less than ____% of the total net media value of the
advertisement, but not more than ____% of the total net media value of
the advertisement, the exact percentage to be mutually agreed upon by
the parties based upon the degree of the Content Provider promotion.
3. For advertisements and inserts that prominently feature Content
Provider more than Company, and promote Content Provider's services,
Company will receive credit in an amount not less than ____% of the total
net media value of the advertisement, but not more than ____% of the
total net media value of the advertisement, the exact percentage to be
mutually agreed upon by the parties based upon the degree of the
Content Provider promotion.
C. Company will make available to Content Provider reasonable space in
Company's trade show booth at selected major industry shows for signage and
live site demonstrations by Content Provider. The signage, content and structure
of the materials for inclusion in the trade show booth shall be supplied at no cost
to Company and must be in a mutually agreed upon format appropriate to
Company's booth and Company's brand aesthetics identity.
3. Term
The term of this Agreement shall begin on (date) and shall continue in full force
and effect for an initial term of (number) year(s) through and including (date), (the
Initial Term), unless it is terminated earlier in accordance with the terms and conditions
contained herein. It shall, thereafter, be automatically renewed for additional extended
terms each of (number) year(s) (the Extended Term, collectively, the Term) unless
either of the parties provides the other of its intention to terminate this Agreement at
least (number) days prior to the expiration of the then in-effect Term.
4. Compensation
A. In consideration for the Content Provider offering this service to Company
for the year (year), Company agrees to pay Content Provider the amount of
$____________. The consideration for subsequent calendar years during the
term of this Agreement shall be negotiated by the parties prior to the beginning of
each calendar year with the expectation that the value of each Party's offering to
the other Party shall be commensurate. The Parties shall invoice each other on a
calendar quarter basis for one fourth of the total amount of consideration charged
for each calendar year of this Agreement. Invoices shall be payable net (number)
days from the date of such invoice.
B. In consideration for the Company offering to Content Provider for the year
(year), Content Provider agrees to pay Company the amount of $____________.
The consideration for subsequent calendar years during the term of this
Agreement shall be negotiated by the parties prior to the beginning of each
calendar year with the expectation that the value of each Party's offering to the
other Party shall be commensurate. The Parties shall invoice each other on a
calendar quarter basis for one fourth of the total amount of consideration charged
for each calendar year of this Agreement. Invoices shall be payable net (number)
days from the date of such invoice.
5. Quality Control and Intellectual Property
A. Each Party acknowledges that any trademarks and/or brands (the
Marks) of the other Party used pursuant to the terms of this Agreement are
trademarks exclusively owned or controlled by the other Party, and that all use by
the Party of such Marks shall inure to the benefit of the other Party.
B. Each Party's use of the other Party's Marks is conditioned upon its full and
complete compliance with the marking provisions of the trademark and copyright
laws of the United States and all such use will contain all appropriate legal
notices. The Party shall cooperate fully with the other Party in any attempt by the
other Party to obtain appropriate trademark or copyright protection for the Marks
and any content being provided in connection therewith.
C. Each Party to agrees to maintain the high quality standards established by
the other Party with respect to its use of the other Party's Marks, and otherwise
use the other Party's Marks subject to any reasonable restrictions or
requirements disclosed by the other Party. Any use of the other Party's Marks
shall be subject to the prior express written approval of the other Party and the
Party agrees that it shall not use such Marks without first obtaining such
approval.
D. Each Party shall not seek to register any name or trademark that includes
the name of the other Party or incorporates any of the other Party's Marks or
which would otherwise be confusingly similar with any of the other Party's Marks.
E. In the event that a Party learns of any third Party use of any marks that
are confusingly similar to the other Party's Marks, it shall immediately notify the
other Party of the particulars thereof.
F. Each Party agrees to take all action and cooperate as is reasonably
necessary, at the other Party's request and expense, to protect the other's
respective rights, titles, and interests and further agrees to execute any
documents that might be necessary to perfect each Party's ownership of such
rights, titles, and interests.
G. Recognizing the importance of maintaining the strength, market presence,
and integrity of the other Party's brand(s), each Party will consult with the other
Party on removing or modifying any the Party's service or other offerings which
other Party deems will dilute or adversely impact the other Party's brand.
6. Exclusivity
A. During the term of this Agreement, Content Provider agrees not to enter
into relationships with (i) other manufacturers of (indicate product) other than with
Company for advertising (including banners and buttons), sponsorships, and
other mutually agreed upon Content Provider offerings in the Sites with the
exception that Content Provider may enter into relationships with the specifically
identified brands of (indicate product) identified on Exhibit B to this Agreement.
Upon written request from Content Provider, Company may waive this restriction
for other manufacturers of (indicate product). Company will inform Content
Provider whether it will waive this restriction within (number) days of receiving the
request.
B. Content Provider retains the right to include any manufacturer in any
editorial feature of the Sites, provided Company products are always prominently
featured in all relevant sections of the Sites as mutually agreed upon by the
parties.
C. Content Provider retains the right to charge any manufacturer for live links
from Content Provider to the manufacturer's site. During the term of this
Agreement, Company agrees that the Company business will not establish a
similar relationship with another third Party, non-Company, based (describe or
indicate subject matter) site.
7. Accounting
A. The parties agree to keep complete, accurate and up-to-date books and
records in accordance with generally accepted accounting principles and sound
business practices covering all transactions relating to this Agreement. Either
Party and/or its authorized representatives shall have the right, upon reasonable
notice, to inspect the books and records and all other documents and material in
the other Party's possession or control with respect to the subject matter of this
Agreement and shall have free and full access thereto for such purposes and
may make copies thereof. The parties agree that all information and records
obtained in such audit shall be considered Proprietary Information.
B. In the event that such inspection reveals an underpayment of the actual
monies or fee owed a Party, the other Party shall pay the difference, plus interest
calculated at the rate of ____% per month. If such underpayment is in excess of
$___________ for any period, the underpaying Party shall also reimburse the
underpaid Party for the cost of s