Co-Branding Agreement

Updated at:October 2011
 
FREE EXCERPT

This Co-Branding Agreement ("Agreement") is made and entered into as of the ____ day of ____________, 200__ ("Effective Date"), by and between: (a), _________________ a _______________ corporation, with offices at _____________________________ ("Owner"); and (b) ___________________, a _______________ corporation, with offices at _______________________________________ ("Provider"). Owner and Provider are collectively referred to as the "parties."

WHEREAS, Owner operates a web site on the Internet on and through which it sells products and services ("Owner Site");

WHEREAS, Provider operates a web site on the Internet on and through which it also sells products and services ("Provider Site"); and

WHEREAS, the parties desire to establish an area within the Owner Site through which persons having access to the Provider Site will be able to purchase the goods and services offered by the Owner Site.

NOW THEREFORE, in consideration of the mutual promises contained herein, the parties, intending to be legally bound, agree as follows:

1. Co-Branding

Subject to the terms and conditions of this Agreement, Provider agrees to provide certain services to promote and facilitate the ability of persons accessing the Provider Site by means of an Internet connection ("Users") to access, inspect and purchase Owner''s goods and services available on and through an area of the Owner Site ("Co-Branded Site") as set forth and described at Exhibit A ("Specifications").

2. Linking Services

  1. Owner Icon and Linking. Provider agrees to incorporate and display the graphical image file and/or trade name or mark provided by Owner ("Owner Icon") as described and identified at Exhibit B into the HTML files located at the Provider Site. Provider shall display the Owner Icon to Users at a minimum of 640 X 480 standard VGA resolution with the entire Owner Icon displayed to Users on the __________________ page without scrolling. Provider agrees to incorporate the Uniform Resource Locator ("URL") provided by Owner and identified at Exhibit B into the Owner Icon to create a hypertext reference link ("Link") from the Provider Site to the Co-Branded Site.

  2. Provider Icon and Linking. Owner agrees to incorporate the graphical image file and/or trade name or mark provided by Provider ("Provider Icon") as described and identified at Exhibit C into the HTML files located at the Co-Branded Site. Owner shall display the Provider Icon to Users at a minimum of 640 X 480 standard VGA resolution with the entire Provider Icon shall be displayed to

    Users on __________________ the page without requiring scrolling. Owner agrees to incorporate the URL provided by Provider and identified at Exhibit C into the Provider Icon to create a Link from the Co-Branded Site to the Provider Site.

  3. Delivery and Performance. Within thirty (30) days of the Effective Date, Owner shall deliver the materials specified at Exhibit B to Provider, and Provider shall deliver the materials specified at Exhibit C to Owner in such file formats and on such media as set forth therein.

    3. Licenses and Proprietary Rights

  4. Owner License. Owner grants to Provider a...

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