Co-Branding Agreement

Co-Branding Agreement

This Co-Branding Agreement (the "Agreement") is made and entered into on the ____ day of __________________, ________ (the "Effective Date") by and between _________________________,  (the "Online Business"), and _____________________ (the "Strategic Partner").

 Background Information

 A.                The Online Business is in the business of offering products and services as described in Exhibit “A” through it’s online site on the World Wide Web which is located at www.___________.com (the "Business Services").

B.                Strategic Partner is in the business of offering products and service to the general public and does not currently have a presence on the World Wide Web that enables customers to purchase its products and services online.

 C.                The parties wish to enter into a mutually beneficial business relationship whereby Strategic Partner’s customers can have access to the online Business Services provided by the Online Business through the creation of a co-branded Internet Site (the “Co-Branded Site”)to be located [Remainder of Paragraph Deleted - Included in fully licensed version].

D.                The parties wish to agree upon and register a unique Internet domain name for the location of the Co-Branded Site.

 NOW, THEREFORE, for good and valuable consideration, including the mutual promises and agreements set forth herein, the parties hereby agree as  follows:

 ARTICLE I

CREATION OF CO-BRANDED SITE

1.1            The Online Business shall be responsible for the development of a version of the Online Business’ current Web Site which is co-branded and contains reference to both the Online Business and the Strategic Partner.  The Co-Branded Site shall prominently display the identification of [Remainder of Paragraph Deleted - Included in fully licensed version].

1.2            Strategic Partner shall fully cooperate with the Online Business in the creation of the Co-Branded Site and shall promptly upon execution hereof deliver to the Online business graphical images and text files on Zip disc which shall include the Strategic Partner’s logo in GIF or JPG format and any textual content necessary for the creation of the co-branding aspects of the Co-Branded Site.

1.3            [Remainder of Paragraph Deleted - Included in fully licensed version]

1.4            [Remainder of Paragraph Deleted - Included in fully licensed version].

ARTICLE II

Promotion of Co-Branded Site

2.1            The parties shall issue a joint press release announcing the affiliation created by this Agreement and the launching of the Co-Branded Site.  Such press release shall be in mutually satisfactory form and content and shall be released through such services and agencies that are mutually agreed by the parties.  The cost of the press release shall be equally shared by the parties.

2.2            [Remainder of Paragraph Deleted - Included in fully licensed version].

2.3            Strategic Partner agrees to promote the Co-Branded Site in connection with it’s offline promotions and [Remainder of Paragraph Deleted - Included in fully licensed version]

2.4            Strategic Partner agrees to develop and maintain an Internet site promoting it’s general services and to promote the Co-Branded Site on that site.

ARTICLE III

Technical Support and Consultation By Online Business

3.1            Online Business shall serve as Internet contact for users of the Co-Branded Site and shall [Remainder of Paragraph Deleted - Included in fully licensed version]

3.2            [Remainder of Paragraph Deleted - Included in fully licensed version]

ARTICLE IV

Proprietary Rights

4.1            Online Business shall retain all right, title and interest in and to all of its trademarks, service marks, copyrights, patents, trade secrets and confidential information.  Strategic Partner shall not gain any rights in and to the same by virtue of this Agreement or otherwise except as specifically provided in this Agreement [Remainder of Paragraph Deleted - Included in fully licensed version].

4.2            Strategic Partner shall have a non-exclusive, worldwide license to use [Remainder of Paragraph Deleted - Included in fully licensed version]

4.3            Strategic Partner shall retain [Remainder of Paragraph Deleted - Included in fully licensed version]

4.4            Online Business shall have a non-exclusive, worldwide license to use only such trademarks as [Remainder of Paragraph Deleted - Included in fully licensed version]

4.5            [Remainder of Paragraph Deleted - Included in fully licensed version]

ARTICLE V

Restrictive Covenant

5.1            Strategic Partner agrees that during the term of this Agreement and for a period of 24 months thereafter, Strategic Partner shall not [Remainder of Paragraph Deleted - Included in fully licensed version]

5.2            The parties acknowledge and agree that any and all information provided to the by the other party which is deemed to be Confidential Information (as defined below) by the disclosing party shall be [Remainder of Paragraph Deleted - Included in fully licensed version]

5.3            As defined herein, Confidential Information shall include, but shall not be limited to [Remainder of Paragraph Deleted - Included in fully licensed version]

5.4            Each party shall take affirmative steps to protect from disclosure any and all Confidential Information of the other party and shall take the same actions to protect such information that it takes to protect its own Confidential Information.

5.5            Notwithstanding the above, neither party shall have any obligation with respect to information which (i) was rightfully in possession of or known to the receiving party without any obligation of confidentiality prior to receiving it from the  disclosing party; (ii) [Remainder of Paragraph Deleted - Included in fully licensed version]

5.6            Each party acknowledges and agrees that a breach by the other party of any of the restrictive covenants contain herein will cause the non-breaching party irreparable damage, for [Remainder of Paragraph Deleted - Included in fully licensed version].

ARTICLE IX

Mutual Hold Harmless

9.1            [Remainder of Paragraph Deleted - Included in fully licensed version]

ARTICLE VI

Compensation

6.1            Strategic Partner shall be paid an amount equal [Remainder of Paragraph Deleted - Included in fully licensed version]

6.2            Online Business shall pay to the Strategic Partner, on a quarterly basis, an amount calculated based upon a percentage of [Remainder of Paragraph Deleted - Included in fully licensed version]. 

6.3            Strategic Partner shall pay to Online Business, on a quarterly basis, an amount calculated based upon a percentage of total advertising revenues [Remainder of Paragraph Deleted - Included in fully licensed version]

6.4            Total advertising revenues for each of the above calculations shall be reduced by [Remainder of Paragraph Deleted - Included in fully licensed version].

6.5            Each party shall be obligated to pay all taxes relative to the advertising revenues that it receives for advertising on its Web Site.

6.6            Each party shall be responsible for tracking [Remainder of Paragraph Deleted - Included in fully licensed version].

6.7            In the event that there is any dispute with regard to the calculation of the amount due by or to either of the parties, the disputing party shall notify the other in writing within ten (10) days after receipt of the invoice and report and the calculations shall be resolved by an independent accountant that is agreed to by the parties and who has not represented either of the parties.  If the parties are not able to agree [Remainder of Paragraph Deleted - Included in fully licensed version].

ARTICLE VII

Representations And Warranties of the Parties

Each of the parties makes the following representations and warranties to the other party hereto:

7.1            The representing party has the full power and unrestricted authority to enter into this Agreement.  Entering this Agreement and performing the obligations hereunder does not conflict with and is not prohibited under the terms of any other agreement, document, law, rule, regulation or court order to which the representing party is subject.

7.2            Each of the parties have the full power and unrestricted authority to grant the licenses that are granted herein.  The granting of such licenses does not interfere with the rights of any third party.  Each party has the full rights in and to all of its Proprietary Rights and such Proprietary Rights doe not infringe upon the rights of any other party.

7.3            THE SERVICES OF THE ONLINE BUSINESS [Remainder of Paragraph Deleted - Included in fully licensed version]

ARTICLE VIII

Term and Termination

8.1            This Agreement shall be effective between the parties on the ____ day of ______________________, _______.  The initial term shall be for a period of _______ years.  Thereafter, this Agreement shall automatically renew for successive periods of [Remainder of Paragraph Deleted - Included in fully licensed version]

8.2            Notwithstanding the above, either party may terminate this Agreement, with or without cause, upon delivering [Remainder of Paragraph Deleted - Included in fully licensed version]

8.3            Either party may immediately terminate this Agreement upon written notice to the other party upon the occurrence of any of the following events: [Remainder of Paragraph Deleted - Included in fully licensed version]

8.4            Upon the termination of this Agreement as provided above, the parties shall be released from further obligations hereunder except for [Remainder of Paragraph Deleted - Included in fully licensed version]

ARTICLE IX

Miscellaneous Clauses

 9.1            This Agreement contains the entire understanding and agreement between the parties with respect to the subject matter hereof.  Any previous written or oral statements, representations, communications or agreements of every nature shall be merged into the terms of this Agreement.  This Agreement may be modified or amended only in a written amendment, duly executed by authorized representatives of both of the parties.

9.2            This Agreement shall be interpreted under the laws of the State of ____________.  Any and all legal actions relative hereto shall be in the courts of ___________ County, State of ______________.

9.3            Neither party shall be liable for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or  disturbances,[Remainder of Paragraph Deleted - Included in fully licensed version].

9.4            [Remainder of Paragraph Deleted - Included in fully licensed version]

9.5            Neither party may assign the benefits or [Remainder of Paragraph Deleted - Included in fully licensed version].

9.6            In any legal action between the parties relating to the subject matter hereof, the prevailing party shall be entitled to an award of all costs and reasonable attorney fees related to such action.

9.7            All notice, except for notices of termination, shall be transmitted via [Remainder of Paragraph Deleted - Included in fully licensed version].

9.8            Failure by either party to enforce any provision of this Agreement [Remainder of Paragraph Deleted - Included in fully licensed version].

9.9            If for any reason a court of competent jurisdiction finds any provision of this Agreement to be  unenforceable, that provision of the Agreement will be enforced to the maximum extent [Remainder of Paragraph Deleted - Included in fully licensed version].