Free Promotion Agreement Creator - Create Online

PROMOTION AGREEMENT

This Promotion Agreement (the "Agreement") is entered into as of [date], by and between Homenick Inc, a [State] corporation ("Homenick") and Global Gadgets Retail, a [State] corporation ("Retailer") (collectively, the "Parties").

1. PROMOTION AND MARKETING SERVICES

1.1 Purpose and Description of Services

Retailer agrees to provide promotional and marketing services (the "Services") for Homenick's products (the "Products"). Services may include, but are not limited to, advertising and digital marketing campaigns, in-store promotions, point-of-purchase displays, and co-branded merchandise. The Parties shall mutually agree on the specific marketing strategies and promotional activities undertaken in connection with the Services.

1.2 Compliance with Laws

The Parties agree that all activities conducted under this Agreement shall comply with applicable laws and regulations of the United States, including, without limitation, consumer protection, advertising, and data protection laws.

2. COMPENSATION

2.1 Payment Terms

In consideration for the Services, Homenick agrees to pay Retailer a fee (the "Fee") calculated as [percentage]% of the net revenue generated from the sale of Products resulting from the Services. Net revenue shall be calculated as the gross revenue from the sale of Products, less any taxes, shipping and handling costs, and returns.

2.2 Payment Schedule

Homenick shall pay the Fee to Retailer within thirty (30) days after the end of each calendar quarter. Each payment shall be accompanied by a report detailing the calculation of the Fee, including the net revenue amount and applicable percentage.

2.3 Expenses

Unless otherwise agreed, Retailer shall be responsible for all costs and expenses incurred in connection with the performance of the Services, including the production and distribution of advertising materials, the purchase of media placements, and any third-party vendor fees.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 Ownership of Intellectual Property

Homenick shall retain all rights, title, and interest in and to its trademarks, logos, and other intellectual property rights in the Products (the "Homenick IP"). Retailer shall have a limited, non-exclusive, non-transferable, and non-sublicensable license to use the Homenick IP solely for the purpose of promoting the Products as contemplated by this Agreement. Retailer shall not use the Homenick IP for any other purpose without the prior written consent of Homenick.

3.2 Approval of Materials

Retailer shall submit all materials incorporating the Homenick IP, including advertising and promotional materials, to Homenick for approval prior to their public release. Homenick shall have ten (10) business days to review and approve such materials, which approval shall not be unreasonably withheld or delayed. In the event that Homenick does not respond within the ten (10) business day period, the materials shall be deemed approved.

4. TERM AND TERMINATION

4.1 Term

This Agreement shall commence on the date first above written and shall continue in effect for one (1) year thereafter, unless sooner terminated in accordance with the provisions of this Agreement. The Parties may extend the term of this Agreement for additional one-year periods upon mutual written agreement.

4.2 Termination for Convenience

Either Party may terminate this Agreement for any reason upon thirty (30) days' prior written notice to the other Party.

4.3 Termination for Cause

Either Party may terminate this Agreement in the event of a material breach by the other Party, provided that the breaching Party does not cure such breach within thirty (30) days of receiving written notice of the breach from the non-breaching Party.

4.4 Effect of Termination

Upon termination or expiration of this Agreement, Retailer shall cease using the Homenick IP and, within ten (10) days, return or destroy all materials containing the Homenick IP, provided that Retailer may retain copies for its internal records and for compliance with any applicable legal or regulatory requirements. All payment obligations accruing prior to the termination or expiration shall survive termination or expiration of this Agreement.

5. INDEMNIFICATION

Each Party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party and its affiliates, officers, directors, employees, and agents (the “Indemnified Persons”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) that arise out of or result from a breach of this Agreement by the Indemnifying Party, its employees, or agents, or any negligent or wrongful acts or omissions of the Indemnifying Party, its employees, or agents.

6. GENERAL PROVISIONS

6.1 Independent Contractor

The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise between the Parties, and neither Party shall have authority to act on behalf of the other Party or to enter into contracts on behalf of the other Party.

6.2 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [State], without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

6.3 Notices

All notices, requests, and other communications under this Agreement shall be in writing and delivered by email, hand delivery, or a nationally recognized overnight courier (with all fees prepaid) to the addresses of the respective Parties as set forth at the beginning of this Agreement or such other address as may be designated by either Party in writing. Notices sent by email shall be deemed delivered on the date of transmission if sent during normal business hours and the next business day if sent outside of normal business hours.

6.4 No Waiver

The failure by either Party to exercise any right, remedy, power, or privilege under the terms of this Agreement shall not constitute a waiver of such right, remedy, power, or privilege, nor shall it preclude the exercise of any other right, remedy, power, or privilege.

6.5 Entire Agreement

This Agreement, together with any exhibits, schedules, or other attachments hereto, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, and understandings, both written and oral, between the Parties with respect to such subject matter.

6.6 Amendment

This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party.

6.7 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

IN WITNESS WHEREOF, the Parties have executed and delivered this Promotion Agreement as of the date first written above.

HOMENICK INC:

________________________

[Name], [Title]

GLOBAL GADGETS RETAIL:

________________________

[Name], [Title]