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  • 1. Disclaimer: This template is provided with the understanding that the publisher is not in the business of rendering legal or professional advice. Consult with a reputable professional before signing an agreement or sending one to another party. ALLIANCE PARTNER PRODUCT DISTRIBUTION AND PROMOTION AGREEMENT Ally: ___________________________ This Agreement is made and entered into on _______, ________ by and between _________________, a _____________ corporation located _________________________ (“_____________________” or "Ally") and [Company], Inc., located at ________________________________, a [State] corporation ("[Company]"). Background A. Ally is the Developer and Owner of all rights in (or has a license to) the Content identified in Exhibit A. B. [Company] desires to enter into a Distribution Agreement with Ally whereby [Company] will be responsible for distributing such Content to End Users. C. Ally agrees to grant the right to distribute the Content in accordance with the terms of this Agreement and as specified in Exhibit A hereto; NOW, THEREFORE, the parties hereby agree as follows: Terms 1. Definitions. a. The Content. The image files identified on Exhibit A, including all subsequent versions thereof provided by Ally pursuant to this Agreement. b. End-User License Agreement. Any applicable written license that governs the use of the Content by End Users, and which is to be included with each copy of the Content distributed hereunder. c. Product. A copy of the Content produced on Design CD-ROM products, packaging, advertising, promotions, documentation or Web sites in accordance with this Agreement. v d. End User. Any person or entity that acquires the Content via distribution of Product for use rather than for further resale or distribution. All use of the Content by End Users shall be under the terms of Ally’s End User License Agreement(s), if any. e. [Company] Trademarks. The trademarks, trade names, and logos used by [Company] and identified on Exhibit A. If you use this template, please make a donation so that we can continue to add to the templates library and assist other startups. Pay it 1 forward! https://www.paypal.com/cgi-bin/webscr?cmd=_s-xclick&hosted_button_id=6978591
  • 2. Disclaimer: This template is provided with the understanding that the publisher is not in the business of rendering legal or professional advice. Consult with a reputable professional before signing an agreement or sending one to another party. f. Ally Trademarks. The trademarks, trade names, and logos used by Ally and identified on Exhibit A. g. Territory. All countries in the world except (i) countries to which export or re-export of any Product, or the direct products of any Product is prohibited by United States law without first obtaining the permission of the United States Office of Export Administration or its successor, and (ii) countries that may be hereafter excluded pursuant to the terms of this Agreement (see Exhibit A for list of Additional Excluded Territories). 2. License. a. Rights Granted to [Company]. In accordance with the terms of this Agreement and the Exhibits hereto, Ally grants [Company] a royalty-free, limited term, non-transferable, non-exclusive license and right to: (1) Reproduce the Content in computer readable form; (2) Create Products containing the Content; (3) Distribute the Products to End Users in the Territory; (4) The right to use, modify, crop and otherwise alter and edit the Content; (5) Use the Ally Trademarks in connection with the replication, display, packaging and distribution of Products. b. Rights Granted to Ally. In accordance with the terms of this Agreement and the Exhibits hereto, [COMPANY] grants Ally a limited term, non-transferable, non-exclusive license and right to: (1) Use the [COMPANY] Trademarks in connection with promotion of the Products, e.g., through advertising on Ally’s Web site. c. Rights Reserved. The Content is the property of Ally or its licensors and [COMPANY] has no rights in the foregoing except those expressly granted by this Agreement. Nothing herein shall be construed as restricting Ally’s right to sell, lease, license, modify, publish or otherwise distribute the Content in whole or in part, to any other person. The parties may execute a written amendment at any time during the term of this Agreement amend Exhibit A to include additional Content and/or Products under this Agreement. d. Reverse Engineering and Derivative Works. The parties agree not to: (i) take any action contrary to any End-User License Agreement except If you use this template, please make a donation so that we can continue to add to the templates library and assist other startups. Pay it 2 forward! https://www.paypal.com/cgi-bin/webscr?cmd=_s-xclick&hosted_button_id=6978591
  • 3. Disclaimer: This template is provided with the understanding that the publisher is not in the business of rendering legal or professional advice. Consult with a reputable professional before signing an agreement or sending one to another party. as expressly and unambiguously allowed under this Agreement or (ii) create unauthorized derivative works using the Content. 3. Reproduction. a. Reproduction. As specified in Exhibit A hereto, [COMPANY] agrees to accurately manufacture and/or replicate the Content in computer readable form. b. Trademarks and Legends. [COMPANY] shall include copies of the Ally Trademarks, copyright notices and other proprietary rights legends, on all copies of the Products, whether in printed or electronic form, as specified in Exhibit A hereto. 4. Distribution. a. Distribution. [COMPANY] will distribute and/or promote Products only as permitted by this Agreement, with any applicable Content warranties, disclaimers, trademark and copyright notices, and End-User License Agreements intact. b. Cost of Distribution. Unless otherwise specified in Exhibit A, any costs relating to evaluation, manufacture, packaging and distribution of the Content and Products by [COMPANY] shall be borne by the [COMPANY]. 5. Marketing Obligations. a. Marketing Efforts. The parties agree to manufacture, market, promote, and distribute licensed Content and Products, to promote the installation and adoption of the Content by End Users, and to promote paid-for licenses for the retail version of the Content, as further specified in Exhibit A. 6. Delivery Obligations. a. Initial Deliverables. Ally shall deliver the Content and End User License Agreement to [COMPANY] on the schedule set forth in Exhibit A. b. New Versions. During the term of this Agreement, Ally will notify [COMPANY] of its plans for each new release, update or revision of the Content within the timeframe set forth in Exhibit A. c. New Products. Each party understands and acknowledges that the other party continues to review software products available on the market and to conduct its own research and development activities with respect to the internal development of such new products. The parties make no If you use this template, please make a donation so that we can continue to add to the templates library and assist other startups. Pay it 3 forward! https://www.paypal.com/cgi-bin/webscr?cmd=_s-xclick&hosted_button_id=6978591
  • 4. Disclaimer: This template is provided with the understanding that the publisher is not in the business of rendering legal or professional advice. Consult with a reputable professional before signing an agreement or sending one to another party. representations or warranties with respect to continued availability of any of the Content covered by this Agreement, or the nature or availability of any future modifications, updates, or enhancements thereto. Similarly, the parties make no representations with respect to any new product offerings it may make in the future, the compatibility of such products with the Content covered by this Agreement, or the availability of such new products to the other party. 7. Support Obligations. a. Support for End Users. [Company] will provide support to End Users of the Content to be distributed hereunder via [Company] electronic support channels. b. Support for Licensee. Ally will provide, without charge, such technical information, current maintenance documentation, and telephone assistance as is necessary to enable [COMPANY] to effectively reproduce, package and distribute the Content. c. Channel Support. Except as otherwise set forth in Exhibit A, [COMPANY] shall provide all support for the manufacture, packaging, distribution and licensing of the Products. 8. Ally’s Warranties. a. Authority. Ally represents that it has the right and authority to enter into this Agreement and to grant [COMPANY] the rights to the Content granted in this Agreement. b. Media. Ally warrants to [COMPANY] that the master media on which the Content is delivered to allow [COMPANY] to replicate the Content is free from defects in material and workmanship. Ally agrees to replace any media delivered to [COMPANY] that proves defective. Content provided to [COMPANY] will not introduce or contain any viruses or other undocumented code that is specifically designed to cause the Content to cease operating. c. Non-Infringement. Ally warrants to [COMPANY] that Ally has all rights, title, and interest in the product or has obtained the right to grant the licenses set forth in this Agreement. As of the execution date of this Agreement, Ally represents that to the best of Ally’s knowledge the Content does not infringe upon or misappropriate the proprietary rights of any third party. If you use this template, please make a donation so that we can continue to add to the templates library and assist other startups. Pay it 4 forward! https://www.paypal.com/cgi-bin/webscr?cmd=_s-xclick&hosted_button_id=6978591
  • 5. Disclaimer: This template is provided with the understanding that the publisher is not in the business of rendering legal or professional advice. Consult with a reputable professional before signing an agreement or sending one to another party. 9. [COMPANY] Warranties. [COMPANY] represents that is has the right and authority to enter into this Agreement and further represents that it has the right and authority to enter into this Agreement. 10. Disclaimer of Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 8 AND 9 ABOVE, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE CONTENT IS PROVIDED “AS IS” AND WITHOUT EXPRESS OR IMPLIED WARRANTY OF ANY KIND BY EITHER THE COMPANY OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. NO COVENANTS, WARRANTIES OR INDEMNITIES OF ANY KIND ARE GRANTED BY [COMPANY] TO THE END USER. 11. Payments and Reporting . a. Amount. The parties agree to make payments in accordance with the terms set forth in Exhibit A. For purposes of this Agreement, Net Revenues shall be defined as gross revenue from distribution and sale of the Products or Content, less any discounts, allowances, shipping and handling fees, and any applicable taxes. b. Taxes. [COMPANY] will pay, or require its End User customers to pay, all federal, state and local taxes designated, levied, or based upon the distribution of Products or Content. c. Payment Reports. On the schedule specified in Exhibit A, [COMPANY] will remit to the Ally any applicable payments for Content. 12. Confidentiality. Each party agrees that all binary code is the confidential property of the disclosing party ("Confidential Information"). Except as expressly and unambiguously allowed herein, the receiving party will hold in confidence and not use or disclose any Confidential Information and shall similarly bind its employees and contractors in writing. a. Exempt Information. The receiving party shall not be obligated under this Section 12 with respect to information the receiving party can document: (1) is or has become readily publicly available with restriction through no fault of the receiving party or its employees or agents; or (2) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; or (3) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the disclosing party; or (4) is independently developed by the receiving party by employees without access to the other party's similar Confidential Information; or (5) is If you use this template, please make a donation so that we can continue to add to the templates library and assist other startups. Pay it 5 forward! https://www.paypal.com/cgi-bin/webscr?cmd=_s-xclick&hosted_button_id=6978591
  • 6. Disclaimer: This template is provided with the understanding that the publisher is not in the business of rendering legal or professional advice. Consult with a reputable professional before signing an agreement or sending one to another party. required by law or order of a court, administrative agency or other governmental body to be disclosed by the receiving party. b. Term. The parties’ obligations with respect to Confidential Information shall continue for one (1) year from the date of termination of this Agreement. Upon termination of this Agreement, the parties shall return or destroy or otherwise agree to the disposition of all business records, inventory or other confidential information. 13. Trademarks. a. [Company]. Ally acknowledges that the [Company] Trademarks are trademarks owned solely and exclusively by [Company], and agrees to use the [Company] Trademarks only in the form and manner and with appropriate legends as prescribed by [Company]. Ally agrees not to use any third party trademark or service mark in connection with any of the [Company] Trademarks without prior written approval of [Company]. All use of [Company] Trademarks shall inure to the benefit of [Company]. b. Ally. [Company] acknowledges that the Ally Trademarks are trademarks owned solely and exclusively by Ally, and agrees to use the Ally Trademarks only in the form and manner and with appropriate legends as prescribed by Ally. [Company] agrees not to use any third party trademark or service mark in connection with any of the Ally Trademarks without prior written approval of Ally. All use of Ally Trademarks shall inure to the benefit of Ally. c. Promotions. Each party grants the other the right to use the [Company] Trademarks and Ally Trademarks, respectively, in conjunction with promotions of the Products or Content (i) for radio, television, print, Internet or other media, (ii) at conferences, sales events, trade shows and customer demonstrations. No right is granted for the use of the parties’ respective trademarks for any third party promotions without the prior written consent of the party owning the trademark. d. Notices. Ally agrees not to remove, alter, cover or obfuscate any copyright notice or other proprietary rights notice placed in or on the Content or Products without prior written consent. 14. Indemnification. If you use this template, please make a donation so that we can continue to add to the templates library and assist other startups. Pay it 6 forward! https://www.paypal.com/cgi-bin/webscr?cmd=_s-xclick&hosted_button_id=6978591
  • 7. Disclaimer: This template is provided with the understanding that the publisher is not in the business of rendering legal or professional advice. Consult with a reputable professional before signing an agreement or sending one to another party. a. By Ally. Ally will defend, indemnify and hold [COMPANY] harmless from and against any and all liabilities, losses, damages, costs and expenses (including legal fees and expenses) associated with any claim or action brought against [COMPANY] for actual or alleged infringement of any US patent, copyright, trademark, service mark, trade secret, or other proprietary rights based upon the duplication, sale, license, or use of the Content by [COMPANY] in accordance with this Agreement. Upon notice of an alleged infringement, or if in [COMPANY]’s opinion such a claim is likely, it shall have the right, at its option, to obtain the right for [COMPANY] or its End Users to continue to exercise the rights granted under this Agreement, substitute other software with similar operating capabilities, or modify the Content so that it is no longer infringing. In the event that none of the above options are reasonably available, in [COMPANY]’s sole opinion, [Company] may terminate this Agreement. b. By [COMPANY]. [COMPANY] shall indemnify and hold Ally harmless from and against any and all liabilities, losses, damages, costs and expenses (including legal fees and expenses) associated with any claim or action brought against Ally that may arise from the unlicensed, improper or unauthorized manufacture or replication of the Products, including claims based on representations, warranties, or misrepresentations made by [COMPANY], or any other improper or unauthorized act or failure to act on the part of [COMPANY], or any action brought against Ally for actual or alleged infringement of any US patent arising from or related to the manufacture, packaging or distribution of the Products. c. Notification and Remedies. For claims made pursuant to the warranties and indemnifications granted above shall be effective only if the party making the claim (‘claimant’) promptly notifies the other party (“indemnitor”) in writing of the claim and allows the indemnitor to control the defense and all related settlement negotiations respecting the claim, and provided that the claimant fully cooperates with the indemnitor in the defense and all related settlement negotiations respecting the claim. The indemnitor shall have no liability for any settlement or compromise made without its consent. 15. Limitation of Liability. BOTH PARTIES’ LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES AND EXCEPT AS PROVIDED IN THE SECTION ENTITLED "INDEMNIFICATION," SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEES PAID BY ALLY TO [COMPANY] HEREUNDER. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) SUFFERED BY THE OTHER PARTY, EVEN IF IT HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. If you use this template, please make a donation so that we can continue to add to the templates library and assist other startups. Pay it 7 forward! https://www.paypal.com/cgi-bin/webscr?cmd=_s-xclick&hosted_button_id=6978591
  • 8. Disclaimer: This template is provided with the understanding that the publisher is not in the business of rendering legal or professional advice. Consult with a reputable professional before signing an agreement or sending one to another party. 16. Term and Termination. a. Term. This Agreement will continue in effect for five years from the date hereof ("Initial Term”). The Agreement may be renewed by written agreement of the parties. b. Termination for Convenience. Either party may terminate this Agreement at any time with or without cause upon sixty (60) days prior written notice. c. Effect of Termination. Upon the effective date of termination of this Agreement for any reason, [COMPANY] will immediately cease distribution of the Content and Documentation. Notwithstanding termination, [COMPANY] may distribute any existing inventory of CD- ROM Products containing the Content. Termination shall not limit or otherwise vary the rights of authorized End Users of the Content and Products. d. Effect on End Users. Termination by either party will not affect the rights of any End User under the terms of the End-User License Agreement. 17. General Provisions. a. Assignment. Neither party may assign this agreement without the written consent of the other party, which consent shall not be unreasonably withheld, except that either party may assign this agreement without written consent of the other party in the event of a sale, merger, acquisition, or other transfer of all or substantially all of the assets of the party. b. Notices. All notices and demands hereunder shall be in and shall be deemed complete upon receipt. c. Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of [State]. d. Relationship of the Parties. Each party is acting as an independent contractor and not as an agent, partner, or joint venture with the other party for any purpose. Except as provided in this Agreement, neither party shall have the right, power, or authority to act or to create any obligations, express or implied, on behalf of the other. e. Survival of Certain Provisions. The indemnification and confidentiality obligations set forth in the Agreement shall survive the termination of the Agreement by either party for any reason. If you use this template, please make a donation so that we can continue to add to the templates library and assist other startups. Pay it 8 forward! https://www.paypal.com/cgi-bin/webscr?cmd=_s-xclick&hosted_button_id=6978591
  • 9. Disclaimer: This template is provided with the understanding that the publisher is not in the business of rendering legal or professional advice. Consult with a reputable professional before signing an agreement or sending one to another party. f. Headings. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon or on any of the provisions of this Agreements. g. All Amendments in Writing. No provisions in either party's purchase orders, or in any other business forms employed by either party will supersede the terms and conditions of this Agreement, and no supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. h. Execution. This Agreement may be excuted in counterparts by the parties. Facsimile signatures shall be accepted as originals. However, [Company] requests that Ally provide an original signature page by return mail promptly after return of a copy containing a facsimile signature. i. Entire Agreement. The parties have read this Agreement and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous communications, oral or written, and all other communications between them relating to the license and to the subject hereof. No representations or statements of any kind made by either party, which are not expressly stated herein, shall be binding on such party. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above. ALLY [COMPANY], INC. By:___________________________ By:___________________________ Print Name:___________________ Print Name:___________________ Title:________________________ Title:________________________ Date:_________________________ Date:_________________________ If you use this template, please make a donation so that we can continue to add to the templates library and assist other startups. Pay it 9 forward! https://www.paypal.com/cgi-bin/webscr?cmd=_s-xclick&hosted_button_id=6978591