Marketing Agency Agreement for Intangible Licences

The Marketing Agency Agreement for Intangible Licences is a document that establishes a contractual relationship between a development and management company (referred to as the Principal) and a marketing agent (referred to as the Agent). The agreement outlines the roles and responsibilities of both parties in promoting and selling the Principal's intellectual property (IP) solutions in a specific territory.

 

The agreement begins with an interpretation section, defining key terms used throughout the document. It clarifies that the Principal is a company that designs, develops, and licenses IP solutions, while the Agent acts as the Principal's representative in promoting and selling these solutions in the designated territory.

 

The appointment section states that the Principal appoints the Agent as its exclusive marketing agent and nonexclusive sales representative in the territory. The Agent accepts these appointments and agrees to act in accordance with the terms and conditions outlined in the agreement.

 

The nature of the relationship between the Principal and the Agent is clarified in the following section. It emphasizes that the Agent is an independent contractor and not an employee of the Principal. The Agent is responsible for its own investments, expenses, and agreements with employees, representatives, and customers.

 

The agreement then outlines the obligations of the Agent as the Principal's marketing agent and sales representative. The Agent is expected to use its best efforts to manage, supervise, and facilitate the promotion and sale of the Principal's 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.

 

As a sales representative, the Agent must become capable of promoting and selling the Principal's products without direct assistance, generate and pursue sales leads, solicit sales at specified prices and terms, confirm customer financial status, and maintain positive customer relationships.

 

The agreement also details the obligations of the Principal, including processing sales orders, compensating the Agent, providing promotional and sales material, offering sales assistance and training, and making the products available according to program guidelines.

 

Terms of ordering, pricing, and terms and conditions of sale are addressed to ensure clarity and consistency in the sales process. The agreement also includes provisions for warranties and representations, confidentiality, non-compete and non-solicitation, intellectual property, use of trademarks, limitations of remedies, notices, indemnity, and miscellaneous provisions.

 

The agreement concludes with a jurisdiction clause, stating that any disputes arising from the agreement will be governed by the laws of the relevant jurisdiction.

 

Overall, the Marketing Agency Agreement for Intangible Licences is a comprehensive document that establishes the rights, obligations, and expectations of both the Principal and the Agent in promoting and selling the Principal's IP solutions in a specific territory.

How to use this document?

To use the Marketing Agency Agreement for Intangible Licences, follow these steps:

1. Review the agreement: Familiarize yourself with the entire agreement, including the interpretation, appointment, and nature of relationship sections.

2. Understand your role: Clarify whether you are being appointed as the exclusive marketing agent or nonexclusive sales representative, or both, in the designated territory.

3. Fulfill your obligations as the marketing agent: Evaluate the market for the Principal's products, propose revenue targets, promote the products, provide pricing support, monitor customer satisfaction, and pursue sales leads.

4. Fulfill your obligations as the sales representative: Become capable of promoting and selling the products without direct assistance, generate and pursue sales leads, solicit sales at specified prices and terms, confirm customer financial status, and maintain positive customer relationships.

5. Comply with legal and ethical requirements: Ensure compliance with all applicable laws, regulations, and ethical standards in your marketing and sales activities.

6. Maintain accurate records: Keep complete and current books of accounts and records relating to the Principal's products, customers, and your performance under the agreement. Provide reports and information to the Principal as requested.

7. Protect confidential information: Use the Principal's confidential information only as necessary to fulfill your obligations under the agreement. Notify the Principal of any unauthorized use or disclosure of confidential information.

8. Use trademarks appropriately: Obtain the Principal's approval before using any trademarks in your marketing and promotional activities. Place a link to the Principal's website on your own website.

9. Adhere to pricing and terms: Follow the pricing and terms specified by the Principal in its price lists and terms and conditions of sale. Obtain the customer's acceptance of formal sales proposals and forward signed proposals to the Principal.

10. Comply with termination requirements: If the agreement is terminated, cease acting as the Principal's marketing agent or sales representative, return or destroy all property, documents, and materials provided under the agreement, and submit a final accounting of the products sold.

11. Obtain necessary insurance (if applicable): If required by the agreement, obtain and maintain commercial general liability insurance with coverage satisfactory to the Principal.

12. Seek legal advice if needed: If you have any questions or concerns about the agreement, consult with a legal professional to ensure you understand your rights and obligations.

Please note that this guidance is provided for informational purposes only and should not be considered legal advice. It is important to review the agreement in detail and consult with a legal professional to ensure compliance with applicable laws and regulations.