Co-Marketing Agreement Template

Co-Marketing Agreement Template

This Co-Marketing Agreement (the “Agreement”) is made and entered into as of [Effective Date] (the “Effective Date”) by and between:

Party A: [Company A Legal Name], [Entity Type], with an address at [Address] (“Party A”).
Party B: [Company B Legal Name], [Entity Type], with an address at [Address] (“Party B”).

Party A and Party B may be referred to individually as a “Party” and together as the “Parties.”

1. Purpose

1.1 Purpose. The Parties wish to collaborate on co-marketing activities to promote [Products/Services/Offering] and to generate awareness and qualified leads, under the terms of this Agreement.
1.2 No Exclusivity. Unless expressly stated in writing, this Agreement is non-exclusive.

2. Campaign Scope and Deliverables

2.1 Campaign(s). The Parties will conduct the following co-marketing campaign(s): [Campaign Name/Description].
2.2 Deliverables. Deliverables may include:
☐ Webinar / virtual event
☐ Co-branded landing page
☐ Email promotion (each Party’s list)
☐ Blog post / case study / whitepaper
☐ Social media promotion
☐ Paid advertising
☐ In-person event sponsorship
☐ Other: [Describe]
2.3 Campaign Plan. The Parties will maintain a written campaign plan that includes timeline, owners, and deliverable details. The plan may be attached as Exhibit A.

3. Roles and Responsibilities

3.1 Party Owners. Each Party will appoint a primary contact responsible for campaign coordination:

• Party A Contact: [Name, Title, Email]

• Party B Contact: [Name, Title, Email]
  3.2 Responsibilities.

• Party A Responsibilities: [Create landing page / host webinar / provide speakers / etc.]

• Party B Responsibilities: [Email promotion / design assets / provide content / etc.]
  3.3 Performance Standard. Each Party agrees to use commercially reasonable efforts to perform its obligations on time and in good faith.

4. Approvals and Public Statements

4.1 Approval Required. Each Party must approve in writing (email is acceptable) any public or customer-facing materials that reference the other Party, including: webpages, emails, ads, social posts, presentations, press releases, and promotional claims.
4.2 Approval Timeline. Unless otherwise agreed, approvals must be provided within [__] business days. No response within that period is: ☐ Approval ☐ Not approval (default).
4.3 No Unapproved Claims. Neither Party may make unapproved statements about the other Party’s pricing, performance, product features, customer results, or legal/compliance status.
4.4 Press Releases (Optional). Press releases require separate written approval by both Parties and must follow the process in Exhibit A (if any).

5. Brand, Trademarks, and Marketing Assets

5.1 Limited License. Each Party grants the other a limited, non-exclusive, non-transferable license to use its trademarks and brand assets solely for the campaign(s) and during the Term, subject to brand guidelines.
5.2 Brand Guidelines. Each Party will provide brand guidelines and approved assets. Use must comply with those guidelines.
5.3 Ownership. Each Party retains ownership of its trademarks and pre-existing content. No rights are granted except as expressly stated.
5.4 Removal Upon Termination. Upon termination, each Party will stop using the other’s trademarks and remove campaign materials within [__] days, except where retention is required by law or for internal records.

6. Costs and Payments

6.1 Cost Allocation. Campaign costs will be handled as follows:
☐ Each Party bears its own costs
☐ Split 50/50
☐ Party A pays: [Costs] and Party B pays: [Costs]
☐ Other: [Details]
6.2 Pre-Approval of Spend. No Party may commit the other Party to expenses without written approval.
6.3 Invoices and Payment. If reimbursements apply, invoices must be provided within [] days and paid within [] days.

7. Lead Sharing and Ownership

7.1 Definition of Lead. “Lead” means a person or business who registers, requests information, or otherwise provides contact details in connection with the campaign(s).
7.2 Lead Delivery. Leads will be delivered by: ☐ Shared CRM ☐ Secure file transfer ☐ Email ☐ Other: [Method], within [__] days of capture.
7.3 Lead Allocation. Leads will be allocated as follows:
☐ Shared equally
☐ Each Party receives all leads (duplicate sharing)
☐ Split by region/segment: [Rules]
☐ Other: [Details]
7.4 Lead Follow-Up Rules. Each Party may contact the leads only as permitted by:

• the campaign registration terms and consent language,

• applicable law, and

• this Agreement.
  7.5 No Sale of Leads. Neither Party may sell or transfer leads to third parties without written consent, unless required by law.

8. Data Privacy and Compliance

8.1 Compliance. Each Party will comply with applicable privacy and marketing laws and its own privacy policy in connection with the campaign(s).
8.2 Consent Language. The Parties will agree in writing on registration/opt-in language and what each Party may do with lead data.
8.3 Security. Each Party will use reasonable administrative, technical, and physical safeguards to protect lead data.
8.4 Requests and Deletions. The Parties will cooperate on reasonable requests related to access, deletion, and opt-out, as required by law.

9. Confidentiality

9.1 Confidential Information. Non-public business, marketing, and campaign information shared under this Agreement is “Confidential Information.”
9.2 Use and Disclosure. Confidential Information may be used only for the Purpose and may be disclosed only to those who need to know and are bound by confidentiality obligations.
9.3 Exclusions. Confidential Information does not include information that is public through no breach, independently developed, or received lawfully without restriction.

10. Intellectual Property in Campaign Materials

10.1 Pre-Existing IP. Each Party retains ownership of its pre-existing content and materials.
10.2 Co-Created Materials. Ownership of jointly created materials will be:
☐ Joint ownership
☐ Owned by Party A with a license to Party B
☐ Owned by Party B with a license to Party A
☐ Other: [Define]
10.3 Reuse After Term. Post-term reuse of co-created materials is:
☐ Allowed with written consent
☐ Allowed only without the other Party’s trademarks
☐ Not allowed (must be removed)
☐ Other: [Define]

11. Term and Termination

11.1 Term. This Agreement begins on the Effective Date and continues until [End Date] unless terminated earlier.
11.2 Termination for Convenience. Either Party may terminate with [] days’ written notice.
11.3 Termination for Cause. Either Party may terminate if the other materially breaches and fails to cure within [] days after notice.
11.4 Pause Rights (Optional). A Party may pause campaign activity if: [Compliance concern / brand risk / legal issue], with prompt notice and cooperation to mitigate impact.
11.5 Effect of Termination. Upon termination:

• the trademark license ends as described in Section 5,

• ongoing spend stops unless approved,

• leads collected prior to termination are handled per Section 7 and the agreed consent language, and

• each Party returns or deletes Confidential Information upon request, subject to reasonable retention requirements.

12. Representations, Disclaimers, and Liability

12.1 Authority. Each Party represents it has authority to enter into this Agreement.
12.2 No Guarantees. Except as expressly stated, neither Party makes warranties or guarantees about campaign results, leads, revenue, or conversion performance.
12.3 Limitation of Liability. To the extent permitted by law, neither Party is liable for indirect or consequential damages.
12.4 Liability Cap (Optional). Total liability is capped at: ☐ Amounts paid under this Agreement ☐ $[__] ☐ Other: [Cap].
12.5 Indemnification (Optional). Each Party will indemnify the other for third-party claims arising from its breach, negligence, or violation of law, to the extent permitted by law.

13. Notices

13.1 Notice Method. Notices must be sent by: ☐ Email ☐ Certified mail ☐ Courier ☐ Other: [Method].
13.2 Notice Contacts.

• Party A Email: [Email]

• Party B Email: [Email]

14. Governing Law and Dispute Resolution

14.1 Governing Law. This Agreement is governed by the laws of [State].
14.2 Dispute Resolution. Disputes will be resolved by:
☐ Informal negotiation
☐ Mediation
☐ Arbitration
☐ Court litigation in [County, State]
14.3 Attorneys’ Fees (Optional). Prevailing party attorneys’ fees: ☐ Yes ☐ No ☐ Limited to: [Details].

15. Miscellaneous

15.1 Entire Agreement. This Agreement is the entire agreement and supersedes prior discussions.
15.2 Amendments. Amendments must be in writing and signed by both Parties.
15.3 Assignment. Neither Party may assign without the other’s written consent, except to a successor in interest.
15.4 Severability. If a provision is unenforceable, the rest remains effective.
15.5 Counterparts; Electronic Signatures. This Agreement may be signed in counterparts and by electronic signature.

Signatures

By signing below, the Parties agree to be bound by this Co-Marketing Agreement as of the Effective Date.

Party A: [Company A Legal Name]
Title/Role: [Title]
Date: [Date]
Signature: ___________________________

Party B: [Company B Legal Name]
Title/Role: [Title]
Date: [Date]
Signature: ___________________________