Internet Collaboration Agreement

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					                            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
				
DOCUMENT INFO
Description: Two companies that offer products or services that are complementary to each other often choose to enter into collaboration agreements whereby the two companies are linked in a pseudo "exclusive" relationship with respect to certain goods and/or services. Such link allows clients of both companies to access information about the other company and its products and/or services, as well as providing advertising and promotional material for these products and services on both parties' web sites. This agreement between the company and content provider is intended to create a collaborative relationship between the parties. Under this provision, each party agrees to establish teams whose primary purpose is to further the goals of the alliance.
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PARTNER William Glover
I received my B.B.A. from the University of Mississippi in 1973 and my J.D. from the University of Mississippi School of Law in 1976. I joined the firm of Wells Marble & Hurst in May 1976 as an Associate and became a Partner in 1979. While at Wells, I supervised all major real estate commercial loan transactions as well as major employment law cases. My practice also involved estate administration and general commercial law. I joined the faculty of Belhaven College, in Jackson, MS, in 1996 as Assistant Professor of Business Administration and College Attorney. While at Belhaven I taught Business Law and Business Ethics in the BBA and MBA programs; Judicial Process and Constitutional Law History for Political Science Department); and Sports Law for the Department of Sports Administration. I am now on the staff of US Legal Forms, Inc., and drafts forms, legal digests, and legal summaries. I am a LTC and was Staff Judge Advocate for the Mississippi State Guard from 2004-2008. I now serve as the Commanding Officer of the 220th MP BN at Camp McCain near Grenada, MS. I served on active duty during Hurricanes Dennis (July, 2005), Katrina (August, 2005) and Gustav in 2008. I played football at the University of Mississippi in 1969-1971 under Coach John Vaught. I am the author of the Sports Law Book (For Coaches and Administrators) and the Sports Law Handbook for Coaches and Administrators (with Legal Forms),