SYNDICATION AGREEMENT
THIS AGREEMENT is made this <> day of <>, <> by and between <> (“Company”) and <> (“Syndicatee”).
The purpose of this Agreement (hereafter referred to as the "Agreement") is to define a long-term contract arrangement under which Syndicatee will provide Syndication services on behalf of Company. As a service, the standard Syndication agreement with Company is provided below.
1. Definitions. “Content” shall mean all code that Company makes available to Syndicatee under this Agreement. Content includes, but is not limited to: computer source code, text, articles, utilities, graphics, logos, and all other content made available or directly provided to Syndicatee by Company. “Company Branding” shall mean all logos, graphics, and content provided to Syndicatee that contains Company Trademarks, Servicemarks, or other content that cannot be edited or altered in any format by Syndicatee. 2. Grant of Rights. Subject to the terms and conditions of this Agreement, Company grants Syndicatee a non-exclusive right to display on its web site all content made available to Syndicatee by Company. 3. Representation. Syndicatee shall maintain a sales office for product promotion and is responsible for all costs incurred for the promotion and sale of Company products and services. Syndicatee shall conduct business in its own name and shall not represent itself as an employee or agent of Company. Prospects may be registered with Company and will be protected for 90 days. This protection may be renewed at Company’s discretion for a further 90 days. 4. Restrictions. End-user pricing and Syndicatee compensation are outlined in Exhibit A, attached, and are subject to change at the sole discretion of Company. 5. Compensation. Terms of payment are C.O.D. unless credit approval has been granted by Company. If credit approval has been granted, credit terms are net 10 days upon receipt of invoice. Company reserves the right to revoke any credit extended if payment is in arrears or delinquent for more than 30 days. 6. Nondisclosure. Proprietary information exchanged hereforth shall be treated as such by Syndicatee and held in the strictest of confidence. This information shall include, but is not limited to, the provisions outlined in this Agreement, product and services information, pricing, source code, company practices, methodology, and procedures. Syndicatee further agrees not to edit, alter, distribute, decompose, disassemble, decode, or reverse engineer any Company content delivered to Syndicatee or any portion thereof, without prior written approval of Company.
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7. Transfer of Rights. Syndicatee may not assign or transfer this Agreement, in whole or in part without the prior written consent of Company. Syndicatee may not sublicense any of the content to any third party unless otherwise agreed upon in writing by Company. Examples of improper sublicensing include, but are not limited to: contractors, affiliates, partners, web site visitors or any other third party to whom Syndicatee transfers or allows the transfer of Company content. In the event that Syndicatee contemplates whole or partial sale of its business, ownership change, or a change in its jurisdiction, Syndicatee shall notify Company by email, facsimile, or email no less than sixty (60) days prior to the effective date of the event. 8. Term of Agreement. The term of this Agreement is twelve (12) months from the date of execution by Company. This Agreement shall be continuously renewed every twelve (12) months unless Syndicatee notifies Company in writing thirty (30) days prior to the expiration date. 9. Termination. Company may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events: 1) failure to comply with any provisions of the Agreement upon receipt of written notice from Company of said failure, 2) appointment of Receiver or upon the filing of any application by Syndicatee seeking relief from creditors, 3) upon mutual agreement in writing by Company and Syndicatee. 10. Disputes. If legal proceedings are commenced to resolve a dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to recover all costs, legal fees, and expert witness fees, as well as any costs or legal fees in connection with any appeals. 11. Indemnification. Syndicatee shall indemnify and hold Company harmless from and against any and all claims, judgments, awards, costs, expenses, damages, and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted, or imposed against Company directly or indirectly, arising from or in connection with Syndicatee’s marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of this Agreement by Syndicatee. 12. Limited Warranty. Company's only responsibility to Syndicatee concerning content, tolls, utilities, or other materials made available under this Agreement will be to use reasonable efforts, consistent with industry standards, to cure any defects, errors, or omissions brought to Company’s attention. 13. Force Majeure. Neither party shall be held responsible for delay or failure in performance hereunder caused by acts of nature, strikes, embargoes, fires, war, or other causes beyond their reasonable control.
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14. Binding Effect. If any provision of this Agreement is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby. This agreement and any disputes arising hereunder shall be governed by the laws of <> state, without regard to conflicts of law principles. A failure by any party to exercise or a delay in exercising a right or power conferred upon it in this Agreement shall not operate as a waiver of any such right or power.
The parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below.
EXECUTED as of the date first written above.
<> By: ________________________________ Title: _______________________________ Date signed: _________________________ <> By: ________________________________ Title: ______________________________ Date signed: _________________________
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