A Co-Branding Agreement is an agreement between two parties whereby the parties
agree to work together and cooperate to promote or sell a product or service. The
Provider sells or offers products or services and should have existing marketing
procedures and strategies, while the Brander will provide further marketing procedures
and strategies. This agreement outlines the terms of the promotion and advertisement
of a product or services and includes other standard clauses, such as indemnification,
confidentiality, and intellectual property rights. The benefit of a co-branding agreement
is that it associates a product or service with more than one brand name.
THIS CO-BRANDING AGREEMENT (the â€œAgreementâ€) entered into this ____ day of
____________, 2______ (the â€œEffective Dateâ€) by and between _______________ (the
â€œProviderâ€) and __________________ (the â€œBranderâ€).
WHEREAS, the Provider ________________________;
[Comment: enter description of Providerâ€™s services and the products it sells/offers]
AND WHEREAS, the Provider markets its products by ______________________;
[Comment: enter description of Providerâ€™s marketing procedures and strategies]
AND WHEREAS, the Brander _________________________;
[Comment: enter description of Branderâ€™s marketing procedures and strategies]
AND WHEREAS, the Provider and the Brander are desirous of entering into this Agreement to
jointly market and promote _____________________ (the â€œProductâ€) on the terms and
conditions contained herein.
THIS AGREEMENT WITNESSES that for good and valuable consideration, and in
consideration of the mutual covenants and agreements contained herein, the receipt and adequacy
of which is hereby acknowledged, it is agreed between the Provider and the Brander as follows:
In this Agreement, the following terms shall have the meanings set out below unless the context
requires otherwise (in which case the term will not be capitalized):
A. â€œContentâ€ means all of the content provided by the Brander to the Provider,
including but not limited to, images, text, graphics, audio, video and all other forms
B. â€œDomain Nameâ€ means the domain name _______________.
C. â€œIntellectual Propertyâ€ means all of the trademarks, trade names, copyrights,
patents and industrial designs of the Provider and the Brander.
D. â€œProduct" means the Product of the Provider in connection with this Agreement.
E. â€œPromotionsâ€ means the agreed upon promotions by the Provider and the Brander in
respect to the promotion of the Product as set out in Schedule â€œAâ€ annexed hereto.
F. â€œLaunch Dateâ€ means the first day on which the Promotions commence.
G. â€œUserâ€ means an individual who accesses the Service.
2. INTELLECTUAL PROPERTY RIGHTS
A. The Provider shall retain all of its right, interest and title in and to the Product,
including but not limited to, all copyrights, trademarks and patents.
B. The Brander shall retain all of its right, interest and title in and to any and all Content
provided to the Provider for the purposes of the promotion of the Product.
C. Pursuant to the terms and conditions of this Agreement, the Provider and the Brander
hereby grant to each other, a non-exclusive right and license to use and display the
others intellectual property for the purposes of the promotion of the Product.
D. The Brander represents and warrants to the Provider that it now owns and will own at
the Effective Date, all of the right, title and interest in and to the Content provided to
the Provider for the promotion of the Product and does not require the consent of any
third parties to provide the Content to the Provider.
E. The Brander hereby grants to the Provider and its users of the Product, a royalty-free
and worldwide right and license to display, distribute, copy and reproduce the
Content provided by the Brander during the term of this Agreement for the purpose of
the promotion of the Product.
3. PROMOTION AND ADVERTISEMENT OF PRODUCT
A. The Provider and the Brander hereby agree that they shall promote the Product in
accordance with the promotions set out in Schedule â€œAâ€ annexed hereto.
B. The Provider and the Brander hereby agree that each may issue a press release or
releases related to this Agreement within _________ (___) days of the Effective Date
of this Agreement. Should the Provider or the Brander elect to issue such press
release or releases, that party shall submit such press release or releases to the other
party for approval prior to the press release or releases being viewed by the general
C. The Provider shall be entitled to provide information relating to the Brander to its
customers and users about the Branderâ€™s promotions during the term of this
4. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION
A. The Provider and the Brander hereby represent and warrant to each other that each of
them have the right and capacity to enter into this Agreement and to perform its
obligations contemplated herein.
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