Free Legal Contract Co-branding Agreement Template
Legal Contract Co-branding Agreement
This Co-branding Agreement ("Agreement") is made and entered into as of [Date] by and between [Your Company Name], a corporation duly organized and existing under the laws of the State of [State], with its principal place of business located at [Your Company Address], hereinafter referred to as "Company A", and [Name], a limited liability company duly organized and existing under the laws of the State of [State], with its principal place of business located at [Address], hereinafter referred to as "Company B".
WHEREAS, Company A is engaged in the design, manufacture, and retail of high-quality fashion apparel and accessories; and
WHEREAS, Company B specializes in the production of environmentally sustainable clothing and outdoor gear; and
WHEREAS, Company A and Company B (collectively, "the Parties") wish to enter into a co-branding partnership to develop and market a line of eco-friendly, fashion-forward apparel and accessories under both the Company A and Company B brand names, leveraging the strengths and market presence of both companies;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to collaborate in the co-branding venture described herein, subject to the terms and conditions set forth in this Agreement.
I. Purpose of the Agreement
A. The purpose of this Agreement is to formalize a co-branding partnership between Company A and Company B for the development, marketing, and sale of a line of eco-friendly, fashion-forward apparel and accessories. This partnership aims to combine the strengths of Company A's fashion expertise with Company B’s commitment to sustainability.
B. The co-branded product line will be marketed under both the Company A and Company B brand names, targeting consumers who value both style and environmental sustainability.
II. Definitions
A. "Co-branded Product Line" refers to the collection of apparel and accessories developed, marketed, and sold jointly by Company A and Company B under this Agreement.
B. "Intellectual Property" includes, but is not limited to, trademarks, trade names, service marks, logos, domain names, and any other symbols or content associated with the Company A and Company B brands.
C. "Marketing Materials" means any materials created for the purpose of promoting the Co-branded Product Line, including but not limited to, advertisements, brochures, digital content, and point-of-sale displays.
D. "Confidential Information" refers to any non-public information shared between the Parties in relation to this Agreement, including but not limited to, business plans, customer data, and product designs.
III. Roles and Responsibilities
A. Company A shall be responsible for:
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Designing the fashion elements of the Co-branded Product Line, ensuring they meet current market trends and the brand ethos of Trendsetters.
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Leading the marketing and promotional efforts for the Co-branded Product Line in traditional and digital media platforms.
B. Company B shall be responsible for:
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Providing environmentally sustainable materials for the production of the Co-branded Product Line and advising on sustainable production practices.
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Managing the production and quality control of the Co-branded Product Line to ensure all products meet environmental standards and quality expectations.
C. Joint Responsibilities:
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Both Parties will collaborate on the selection of designs, materials, and final product offerings for the Co-branded Product Line.
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Company A and Company B will jointly approve all Marketing Materials to ensure they accurately represent both brands.
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The Parties will equally share the costs of production, marketing, and distribution of the Co-branded Product Line, with detailed financial arrangements to be outlined in Section VI.
IV. Brand Guidelines and Usage
A. Both Company A and Company B shall provide each other with a set of brand guidelines that detail the appropriate use of logos, trademarks, color schemes, and other brand elements for the Co-branded Product Line. These guidelines must be strictly followed to maintain brand integrity.
B. Any marketing materials, packaging, or promotional content developed for the Co-branded Product Line must be reviewed and approved by both parties before public release. Approval must be granted in writing, and any feedback or required changes should be communicated within 10 days of submission.
V. Financial Arrangements
A. The costs associated with the development, production, marketing, and distribution of the Co-branded Product Line will be shared equally between Parties. Each party is responsible for contributing 50% of the total budgeted costs, with an initial investment of $100,000 from each party to cover the early stages of development and marketing.
B. Revenue generated from the sale of the Co-branded Product Line will be distributed equally between Parties, after deducting the costs of goods sold and any additional expenses directly related to the production and sale of the products. Financial settlements shall occur on a quarterly basis, with a detailed financial statement provided by each party to ensure transparency and accuracy.
VI. Intellectual Property Rights
A. Company A and Company B each retain ownership of their respective trademarks, logos, and brand elements contributed to the Co-branded Product Line. The use of these trademarks and logos in association with the Co-branded Product Line does not confer any ownership or exclusive rights to the other party.
B. Any new intellectual property, including new designs, trademarks, or innovations developed specifically for the Co-branded Product Line, will be jointly owned by Company A and Company B. The terms of this joint ownership, including licensing, usage rights, and revenue sharing from such intellectual property, will be subject to a separate agreement to be negotiated and agreed upon by both parties.
C. Both parties agree to defend, indemnify, and hold harmless each other from any claims, damages, or expenses arising from the infringement of third-party intellectual property rights related to the use of their respective trademarks, logos, and brand elements in the Co-branded Product Line.
VII. Confidentiality
A. Both Company A and Company B agree to maintain the confidentiality of all Confidential Information received from each other during the term of this Agreement and for a period of 5 years after its termination. Confidential Information shall only be used for the purpose of fulfilling obligations under this Agreement and not for any other purpose.
B. Confidential Information does not include information that is publicly known, independently developed by the receiving party, or rightfully received from third parties without confidentiality restrictions. Each party must promptly notify the other upon discovering any unauthorized disclosure of Confidential Information.
VIII. Quality Control
A. Company B will establish and enforce strict quality control standards for the materials and production processes used in the Co-branded Product Line to ensure they meet both parties' expectations for sustainability and quality. These standards will be reviewed and approved by Company A before production begins.
B. Company A will oversee the quality of the design and final product aesthetics to ensure consistency with the brand image and customer expectations. Any quality issues identified by either party must be addressed and resolved prior to product launch.
C. Regular quality audits will be conducted by both parties, with at least one audit per quarter during the first year of production and annually thereafter. The results of these audits will be shared, and necessary adjustments will be made to maintain product standards.
IX. Term and Termination
A. This Agreement shall commence on the date of signing and shall remain in effect for a period of 3 years, unless terminated earlier by either party upon 90 days written notice if the other party materially breaches any of its obligations under this Agreement and fails to cure such breach within a 60-day cure period.
B. Upon termination, each party shall return or destroy all Confidential Information of the other party and cease all use of the other party's trademarks, logos, and brand elements. Any unsold inventory of the Co-branded Product Line may be sold off over a period not to exceed 6 months from the date of termination, provided that the revenue share and brand guidelines are adhered to.
C. The sections of this Agreement relating to Confidentiality, Intellectual Property Rights, Liability and Indemnification, and any other provisions which by their nature should survive, shall continue in effect after the termination or expiration of this Agreement.
X. Renewal Options
A. This Agreement may be renewed for additional one-year terms by mutual written agreement of both parties. The intent to renew must be communicated by either party at least 90 days prior to the expiration of the current term.
B. Any terms of renewal, including adjustments to financial arrangements or other material terms, must be agreed upon in writing at the time of renewal.
XI. Dispute Resolution
A. In the event of a dispute arising under this Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiations directly between the senior management of Company A and Company B.
B. If the dispute cannot be resolved through negotiation within 30 days, the parties agree to submit the dispute to binding arbitration under the rules of the American Arbitration Association. The arbitration shall take place in the State of [State], and the decision of the arbitrator(s) shall be final and binding upon the parties. The costs of arbitration shall be shared equally by the parties.
XII. Liability and Indemnification
A. Each party (the "Indemnifying Party") agrees to indemnify, defend, and hold harmless the other party (the "Indemnified Party"), its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to the Indemnifying Party's breach of this Agreement or negligence or willful misconduct.
B. This indemnification obligation does not apply to claims, damages, liabilities, costs, and expenses arising as a result of the Indemnified Party's own negligence or willful misconduct.
C. The Indemnified Party shall provide prompt notice to the Indemnifying Party of any claim or legal proceeding that comes within the scope of these indemnity obligations and shall cooperate fully with the Indemnifying Party in the defense or settlement of such claim or proceeding.
XIII. Notices
All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by certified or registered mail, postage prepaid, return receipt requested; or (c) on the next day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices shall be sent to the addresses set forth below each party's signature, unless subsequently changed by written notice.
XIV. Amendments and Waivers
No amendment to or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by both parties. The waiver by either party of any breach of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be a waiver of such party's right to demand exact compliance thereafter.
XV. Miscellaneous Provisions
A. This Agreement, and each of the terms and provisions hereof, may not be assigned, transferred, delegated, or sublicensed by either party without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the party's assets not involving a direct competitor of the other party.
B. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
C. This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
D. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
E. This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without giving effect to any choice or conflict of law provision or rule.
Signatures
IN WITNESS WHEREOF, the parties have executed this Co-branding Agreement as of the date first above written.
Company A
[Signature]
[Your Name]
[Title]
[Date]
Company B
[Signature]
[Name]
[Title]
[Date]
