This marketing agreement is suitable for intellectual property owner (e.g. software license) appointing marketing agent into new territory. The Agent will be paid a commission as a % the Sales Amount instead of buying on own account. The Agent can also be a sales representative. This agreement is drafted in Neutral Form.
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The Marketing Agency Agreement for Intangible Licences is a crucial document that establishes a legal relationship between a principal and an agent. This agreement highlights the importance of the document by outlining the roles and responsibilities of both parties involved. The principal, a development and management company, desires to license its intellectual property (IP) solutions to customers in a specific territory. The agent, who has the ability to act as the principal's representative, will be responsible for promoting and selling the principal products in the territory.
The document begins with an interpretation section, which defines key terms used throughout the agreement. It clarifies that a business day refers to a day on which banks are open in the territory for business, excluding Saturdays. Confidential information is defined as any information related to a party's products, services, or business, including business plans, financial information, technical information, and trade secrets.
The agreement then outlines the appointment of the agent by the principal. The agent is appointed as the exclusive marketing agent and nonexclusive sales representative in the territory. The agent accepts these appointments and agrees to act solely within the territory, referring any inquiries from outside the territory to the principal. The relationship between the principal and agent is established as that of principal and exclusive marketing agent and nonexclusive sales representative. The agent is considered an independent contractor and is responsible for its own investments, expenses, and agreements with employees and representatives.
The agreement further outlines the obligations of the marketing agent and sales representative. The agent is responsible for managing, supervising, and facilitating the promotion and sale of the principal products in the territory. This includes evaluating the market, proposing revenue targets, promoting the products, providing pricing support, monitoring customer satisfaction, and pursuing sales leads. The agent is also responsible for managing the sales representatives in the territory, negotiating compensation and terms, and ensuring their capability to promote and sell the principal products.
The sales representative's obligations include promoting and soliciting sales of the principal products, generating and pursuing sales leads, soliciting sales at specified prices and terms, confirming customer financial status, and maintaining positive customer relationships. The sales representative must also maintain necessary equipment and knowledge to perform its obligations.
The agreement includes provisions for accounts and records, similar agreements, legal actions, legal compliance, ethical conduct, and restrictions. Both parties are required to keep complete and accurate records, inform each other of any existing or future agreements with similar products, notify each other of any claims or legal actions, comply with applicable laws and regulations, and maintain ethical business standards.
The agreement also addresses compensation, term and termination, warranties and representations, confidentiality, non-compete and non-solicitation, intellectual property, and the grant of the right to use trademarks. It includes provisions for limitations of remedies, notices, indemnity, insurance (if applicable), and miscellaneous provisions.
Overall, this Marketing Agency Agreement for Intangible Licences is a comprehensive document that outlines the importance of the agreement, the roles and responsibilities of the principal and agent, and the terms and conditions governing their relationship.
To effectively use the Marketing Agency Agreement for Intangible Licences, follow these steps:
1. Understand the agreement: Familiarize yourself with the entire agreement, including the interpretation section and definitions of key terms.
2. Appoint the agent: Ensure that the principal appoints the agent as the exclusive marketing agent and nonexclusive sales representative in the specified territory.
3. Clarify the nature of the relationship: Understand that the relationship between the principal and agent is that of principal and exclusive marketing agent and nonexclusive sales representative. The agent is an independent contractor and responsible for its own expenses and agreements.
4. Fulfill marketing agent's obligations: As the marketing agent, evaluate the market, propose revenue targets, promote the principal products, provide pricing support, monitor customer satisfaction, and pursue sales leads. Also, manage the sales representatives and resolve any disputes.
5. Fulfill sales representative's obligations: As the sales representative, become capable of promoting and selling the principal products, generate and pursue sales leads, solicit sales at specified prices and terms, confirm customer financial status, and maintain positive customer relationships.
6. Maintain accounts and records: Keep complete and accurate books of accounts and records related to the principal products, customers, and the performance of the agreement. Allow the principal access to these records.
7. Comply with legal requirements: Ensure compliance with all applicable laws and regulations, including export and import regulations. Notify the principal of any applicable legal requirements.
8. Protect confidential information: Use the other party's confidential information only as necessary to fulfill obligations under the agreement. Notify the other party of any unauthorized use or disclosure of confidential information.
9. Use trademarks appropriately: Obtain the principal's approval before using any trademarks. Use the trademarks only in connection with the marketing and sale of the principal products in the specified territory.
10. Understand limitations of remedies: Be aware that the principal is not liable for any incidental, indirect, special, or consequential damages.
11. Provide notices: Serve any notices in writing, signed by the party giving it, and deliver them by hand, email, or registered post to the specified addresses.
12. Indemnify the parties: Defend, indemnify, and hold harmless the principal or agent from any claims, losses, damages, or expenses incurred due to the other party's performance or breach of the agreement.
13. Comply with insurance requirements (if applicable): Obtain and maintain commercial general liability insurance with coverage satisfactory to the principal.
14. Follow miscellaneous provisions: Adhere to the miscellaneous provisions, including force majeure, non-competition, non-solicitation, and governing law.
By following these steps, you can effectively use the Marketing Agency Agreement for Intangible Licences and ensure a successful relationship between the principal and agent.