Brand Partnership Agreement An agreement formalizing a partnership between brands for collaborative activities, specifying partnership terms and activities.
The purpose of this Agreement is to outline the terms and conditions upon which the Parties agree to collaborate and jointly promote their respective brands in connection with certain mutually beneficial projects and marketing strategies, as further described herein.
2.1. Joint Projects
The Parties agree to collaborate on various projects, including promotions, events, and product launches, as agreed upon by both Parties. The Parties acknowledge that the success of this Agreement relies on their ability to effectively work together and communicate regularly.
2.2. Co-Branding Efforts
As part of this collaboration, the Parties agree to display each other's logo and/or trademarks on their respective websites, social media platforms, and other promotional materials, in accordance with the trade-mark usage guidelines provided by each Party.
2.3. Marketing Strategies
Each Party shall mutually agree upon marketing initiatives aimed at promoting the joint projects contemplated by this Agreement. Such marketing initiatives may include email campaigns, blog articles, and social media promotions. The cost associated with these marketing initiatives shall be shared equally by the Parties unless otherwise agreed.
3.1. Ownership of Intellectual Property
Both Parties acknowledge and agree that, as between the Parties, each Party shall retain exclusive ownership of any and all intellectual property rights, including but not limited to copyrights and trademarks, in connection with its respective brand, products, and services or any other materials created in connection with this Agreement.
3.2. License Grant
Each Party hereby grants to the other Party a non-exclusive, non-transferable, royalty-free license to use and display its trademarks, logos, and other intellectual property in connection with the performance of this Agreement, provided that such use shall be in accordance with the granting Party's trademark usage guidelines, and shall not be deemed to create any goodwill or other rights in favor of the other Party.
This Agreement shall commence on the Effective Date and continue for a period of one (1) year, unless terminated earlier in accordance with this Section 4. The Agreement may be renewed for successive one (1) year terms by mutual written agreement of the Parties.
4.2. Termination for Convenience
Either Party may terminate this Agreement for any reason upon thirty (30) days' written notice to the other Party. Upon such termination, the Parties agree to promptly discontinue their joint projects, remove any references to the other Party's intellectual property from their respective materials, and settle any outstanding liabilities between the Parties.
4.3. Termination for Breach
If either Party breaches its obligations under this Agreement, and fails to cure such breach within thirty (30) days after receipt of written notice thereof, the non-breaching Party may terminate this Agreement effective immediately upon written notice to the breaching Party. In the event of such termination, the breaching Party shall be liable for any damages incurred as a result of such breach, subject to the limitations set forth herein.
5.1. Each Party ('Indemnifying Party') agrees to indemnify, defend, and hold harmless the other Party ('Indemnified Party') against any claims, losses, liabilities, or damages that the Indemnified Party may incur resulting from the Indemnifying Party’s breach of this Agreement, infringement of third-party intellectual property rights, or any other wrongful acts or omissions by the Indemnifying Party, its employees, agents, or representatives in connection with the performance of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the United States. Any disputes arising out of or in connection with this Agreement shall be finally settled by arbitration under the Rules of Arbitration of the American Arbitration Association, and the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
7.1. Entire Agreement
This Agreement, along with any appendices, exhibits, or other attachments, constitutes the entire agreement between the Parties regarding the subject matter herein and supersedes all prior representations, negotiations, and understandings, whether written or oral.
This Agreement may be amended only by a written document signed by both Parties.
7.3. No Agency Relationship
The Parties are independent contractors for all purposes under this Agreement, and neither Party’s employees or agents shall be deemed employees or agents of the other Party for any purpose whatsoever.
No waiver of any provision of this Agreement shall be valid unless in writing and signed by the Party against whom such waiver is sought to be enforced.
If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.
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In this Brand Partnership Agreement, you will see the following sections:
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