[{"data":1,"prerenderedAt":517},["ShallowReactive",2],{"document-co-branding-agreement-D746":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":175,"customdescription":6,"mdFm":176,"mdProseHtml":516},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"CO-BRANDING AGREEMENT This Co-Branding Agreement (the \"Agreement\") is made and effective the [Date] BETWEEN: [YOUR COMPANY NAME] (the \"Online Business\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [STRATEGIC PARTNER NAME] (the \"Strategic Partner \"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows: RECITALS The Online Business is in the business of offering products and services as described in Exhibit \"A\" through it's online site on the World Wide Web which is located at [insert address] (the \"Business Services\"). Strategic Partner is in the business of offering products and service to the general public and does not currently have a presence on the World Wide Web that enables customers to purchase its products and services online. The parties wish to enter into a mutually beneficial business relationship whereby Strategic Partner's customers can have access to the online Business Services provided by the Online Business through the creation of a co-branded Internet Site (the \"Co-Branded Site\") to be located on the server currently utilized by the Online Business in connection with it's current Website. The parties wish to agree upon and register a unique Internet domain name for the location of the Co-Branded Site. NOW, THEREFORE, for good and valuable consideration, including the mutual promises and agreement set forth herein, the parties hereby agree as follows: CREATION OF CO-BRANDED SITE The Online Business shall be responsible for the development of a version of the Online Business' current Website which is co-branded and contains reference to both the Online Business and the Strategic Partner. The Co-Branded Site shall prominently display the identification of affiliation with the Strategic Partner including the prominent display of the logo and trademark of the Strategic Partner. The Co-Branded Site shall be functionally equivalent to the Online Business' current Website except it shall contain the co-branding aspects and features identified in this Agreement. Strategic Partner shall fully cooperate with the Online Business in the creation of the Co-Branded Site and shall promptly upon execution hereof deliver to the Online business graphical images and text files on Zip disc which shall include the Strategic Partner's logo in GIF or JPG format and any textual content necessary for the creation of the co-branding aspects of the Co-Branded Site. The Online Business shall use its reasonable efforts, with full cooperation from the Strategic Partner, to create the Co-Branded Site and have it fully functional online within [number] days following the effective date hereof. The parties agree that they shall register the domain name [insert address] for use in connection with the Co-Branded Site. Online business shall be responsible for registering such domain name. The parties acknowledge that they have mutually checked for availability of such domain name as of the effective date hereof and that such domain name is available. Promotion of Co-Branded Site The parties shall issue a joint press release announcing the affiliation created by this Agreement and the launching of the Co-Branded Site. Such press release shall be in mutually satisfactory form and content and shall be released through such services and agencies that are mutually agreed by the parties. The cost of the press release shall be equally shared by the parties. Strategic Partners represents, warrants, and agrees that it is in the mutual interest of both Strategic Partner and Online Business that Strategic Partner uses all efforts necessary to market and channel business through the Co-Branded Site. To that end, Strategic Partner shall use all reasonable commercial efforts to maximize the total number of Internet users who gain access to the Co-Branded Site. Strategic Partner shall assure that the Co-Branded site is listed in all available search engines and appears in the appropriate categories and shall make all reasonable efforts to maximize search engine result placement. Strategic Partner shall establish linking arrangements and banner advertising arrangements to promote the Co-Branded Site. Strategic Partner shall place prominent links to the co-Branded Site in any other internet sites that the Strategic Partner creates promoting its business and services. Strategic Partner agrees to promote the Co-Branded Site in connection with it's offline promotions and part of its normal advertising activities. Strategic Partner shall promote the co-Branded Site in all of its printed promotional materials, and television advertising it may place, at tradeshows and conventions, and through print and broadcast new media. Strategic Partner further agrees to promote the Co-Branded Site through its existing customer base through an Email newsletter and through direct mail promotions. Strategic Partner agrees to develop and maintain an Internet site promoting it's general services and to promote the Co-Branded Site on that site. Technical Support and Consultation By Online Business Online Business shall serve as Internet contact for users of the Co-Branded Site and shall provide technical assistance to users who direct Email technical questions relative to the Co-Branded Site. Online business shall use reasonable efforts to promptly respond to all such bona fide and reasonable user questions regarding the Co-Branded Site. Technical support need only be provided during Online businesses normal \"offline\" business hours. Online Business representatives shall be reasonably available via email to provide consultation to Strategic Partner relative to the Co-Branded Site. Proprietary Rights Online Business shall retain all right, title and interest in and to all of its trademarks, service marks, copyrights, patents, trade secrets and confidential information. Strategic Partner shall not gain any rights in and to the same by virtue of this Agreement or otherwise except as specifically provided in this Agreement and subject to all of the terms and conditions contained in this Agreement. Strategic Partner shall have a non-exclusive, worldwide license to use only such trademarks as are provided by the Inline Business for use in connection with the promotion of the Co-Branding Site. Such license shall only be for the period of this Agreement. Such materials shall only be used by the Strategic Partner in connection with the promotion of the Co-Branded Site and shall only be used in the form that is delivered to Strategic Partner by the Online Business. All advertising and promotional materials that integrate the trademarks of the Online Business shall first be presented to the Online business for review and approval in its discretion. Strategic Partner shall retain all right, title and interest in and to all of its trademarks, service marks, copyrights, patents, trade secrets and confidential information. Online Business shall not gain any rights in and to the same by virtue of this Agreement or otherwise except as specifically provided in this Agreement and subject to all of the terms and conditions contained in this Agreement. Online Business shall have a non-exclusive, worldwide license to use only such trademarks as are provided by the Strategic Partner for use in connection with the promotion of the Co-Branding Site. Such license shall only be for the period of this Agreement. Such materials shall only be used by the Online Business in connection with the promotion of the Co-Branded Site and shall only be used in the form that is delivered to Online Business by the Strategic Partner",null,"Co-Branding Agreement","8",82,"doc","https://templates.business-in-a-box.com/imgs/1000px/co-branding-agreement-D746.png","https://templates.business-in-a-box.com/imgs/250px/746.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#746.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Software & Technology","/templates/software-technology-business/",{"label":20,"url":21},"Advertising","/templates/advertising/","co branding agreement","Co-Branding Agreement Template","https://templates.business-in-a-box.com/imgs/400px/746.png","https://templates.business-in-a-box.com/imgs/600px/746.png",[27,16,19],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Legal Agreements","/templates/business-legal-agreements/",{"label":36,"url":37},"Partnerships & Joint Ventures","/templates/partnerships-and-joint-ventures/",[39,43,47,51,55,59,63,67,71,75,79,83,87,104,118,132,148,162],{"label":40,"url":41,"thumb":42,"extension":10},"Checklist Co-Branding Agreement","/template/checklist-co-branding-agreement-D745","https://templates.business-in-a-box.com/imgs/250px/745.png",{"label":44,"url":45,"thumb":46,"extension":10},"Co-Habitation Agreement","/template/co-habitation-agreement-D12997","https://templates.business-in-a-box.com/imgs/250px/12997.png",{"label":48,"url":49,"thumb":50,"extension":10},"Co-Founder Agreement","/template/co-founder-agreement-D13317","https://templates.business-in-a-box.com/imgs/250px/13317.png",{"label":52,"url":53,"thumb":54,"extension":10},"Co-Ownership Agreement","/template/co-ownership-agreement-D13256","https://templates.business-in-a-box.com/imgs/250px/13256.png",{"label":56,"url":57,"thumb":58,"extension":10},"Branding Policy","/template/branding-policy-D13606","https://templates.business-in-a-box.com/imgs/250px/13606.png",{"label":60,"url":61,"thumb":62,"extension":10},"Branding and Trademarks Policy","/template/branding-and-trademarks-policy-D13605","https://templates.business-in-a-box.com/imgs/250px/13605.png",{"label":64,"url":65,"thumb":66,"extension":10},"Personal Branding Strategy","/template/personal-branding-strategy-D14027","https://templates.business-in-a-box.com/imgs/250px/14027.png",{"label":68,"url":69,"thumb":70,"extension":10},"Copywriting and Branding Essentials","/template/copywriting-and-branding-essentials-D13093","https://templates.business-in-a-box.com/imgs/250px/13093.png",{"label":72,"url":73,"thumb":74,"extension":10},"What Are Branding Guidelines","/template/what-are-branding-guidelines-D13418","https://templates.business-in-a-box.com/imgs/250px/13418.png",{"label":76,"url":77,"thumb":78,"extension":10},"Social Media Branding Strategies","/template/social-media-branding-strategies-D13397","https://templates.business-in-a-box.com/imgs/250px/13397.png",{"label":80,"url":81,"thumb":82,"extension":10},"How To Start and Master Personal Branding","/template/how-to-start-and-master-personal-branding-D13350","https://templates.business-in-a-box.com/imgs/250px/13350.png",{"label":84,"url":85,"thumb":86,"extension":10},"Logo Branding Tips For Business Owners","/template/logo-branding-tips-for-business-owners-D13362","https://templates.business-in-a-box.com/imgs/250px/13362.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":91,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":96,"keywords":102,"url":103},"TRADEMARK LICENSE This Trademark License (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Licensor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Licensee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] For good and valuable consideration, the receipt and legal sufficiency of which are hereby expressly acknowledged, the parties hereto agree as follows: WHEREAS pursuant to an asset purchase agreement dated on [SPECIFY] between Licensor and Licensee (the \"Asset Purchase Agreement\"), Licensor sold to Licensee substantially all of the property and assets (subject to the exceptions stated therein) of its [SPECIFY] business (the \"Purchased Business\") excluding, among other things, the Trade Marks (as hereinafter defined); AND WHEREAS as a condition to the completion of the purchase and sale contemplated by the Asset Purchase Agreement, the Licensor agreed to grant to the Licensee a license to use the trade marks set forth in Schedule [SPECIFY] attached hereto (the \"Trade Marks\") with respect to the wares and services set forth in such Schedule [SPECIFY]. NOW, THEREFORE, the parties hereto agree as follows: PREAMBLE The preamble shall form part hereof as if herein recited at length. GRANT OF LICENSE Subject to the terms and conditions set out herein, Licensor hereby grants to Licensee the exclusive royalty free, right and license, with the right to have others licensed in conformity with the provisions of this agreement (the \"Trade Mark License\"), to use the Trade Marks and works in which copyright subsists as set forth in Article [NUMBER] of this agreement, in [COUNTRY] (the \"Territory\"), only on and in connection with the sale and distribution of the wares and services set forth in Schedule [SPECIFY] hereto, and, if the Licensor obtains an amendment to the registration of the Trade Marks (which it will apply for at the request and expense of the Licensee), the additional wares and services set forth in Schedule [SPECIFY] hereto if such additional wares and services are offered for sale in the ordinary course of business in substantially all of the [SPECIFY] stores in [COUNTRY] operated by the Licensee in respect of the Purchased Business and such other wares and services which are offered for sale in the ordinary course of business in substantially all the [SPECIFY] stores in [COUNTRY] operated by the Licensee in respect of the Purchased Business as may be mutually agreed upon (acting reasonably) by Licensor and Licensee from time to time (herein collectively referred to as \"Designated Products and Services\"). Licensee agrees that it shall not use any Trade Mark in connection with a ware or service which is not one of the Designated Products and Services nor shall it use any Trade Mark outside of the Territory. Furthermore, Licensee shall not have the right to use any of the Trade Marks (i) in its corporate name, or (ii) other than pursuant to the terms and conditions of this Agreement. However, the Licensee may use the Trade Marks in public signage for the Licensee's [SPECIFY] outlets from which a significant variety of Designated Products and Services are offered for sale and, with the prior written consent of the Licensor (which consent cannot be unreasonably withheld) and upon satisfaction of such conditions as to the protection of the distinctiveness and goodwill of the Trade Marks as the Licensor may reasonably impose, may use the Trade Marks in association with other words or expressions in association with Designated Products and Services. It is understood and agreed that the Trade Mark License is limited strictly to the rights granted hereunder and that all other rights in the Trade Marks in connection with the present and future businesses of Licensor and its affiliates throughout the world are reserved to Licensor and its affiliates. Licensee shall have the right to assign the Trade Mark License in connection with any sale by the Licensee of all or substantially all of the Purchased Business or have further licenses granted to purchasers of all or substantially all of the Purchased Business in [SPECIFY] or to franchisees of the Licensee with or without royalties or other consideration being payable to Licensee, without the consent of Licensor and without any right on the part of Licensor to receive the whole or any part of any such other royalties or other consideration; provided, however, that Licensee shall promptly inform Licensor in writing of the identity and business address of any additional licensee or assignee and provided further that as a condition of such assignment or sublicense such additional licensee or assignee will be required to enter into a trade mark license agreement with Licensor more particularly described below. No assignment shall operate to release Licensee from its obligations hereunder. The assignment by Licensee of this Trade Mark License shall take place only upon the assignee and the Licensor entering into a trade mark license agreement substantially the same as this Trade Mark License, which agreement the Licensor shall not unreasonably refuse to negotiate and execute at the sole expense of the Licensee. The grant from time to time by Licensee to additional licensees of the right to use the Trade Marks shall be by license agreement between Licensor, Licensee and the additional licensee, which license agreement shall incorporate no less stringent obligations on the part of the additional licensee with respect to the use by such licensee of the Trade Marks than are required of Licensee by this agreement and shall not provide for the granting to any such licensee of greater rights to use the Trade Marks than are enjoyed by Licensee. Without limiting the generality of the foregoing, the additional licensee shall agree to be bound in such license agreement by the quality control and trade mark provisions set out in Articles [NUMBER] and [NUMBER] below. Licensor hereby appoints Licensee as its agent to, and Licensee hereby agrees to, enforce compliance by all additional licensees appointed by Licensee with the provisions of their respective license agreements (including, without limiting the generality of the foregoing, the quality control provisions contained therein). The appointment of Licensee as an agent is solely for the purposes of this agreement. TERM Subject to the provisions of Article [NUMBER], this agreement shall remain in full force and effect for a term of [NUMBER] years from the date of this Agreement, subject to automatic renewal for an indefinite number of further [NUMBER] year terms unless (i) at least [NUMBER] days prior to the end of the initial term or any renewal term Licensee delivers a written notice to Licensor stating that it does not wish this agreement to be renewed, or (ii) Licensee is at the time of the renewal in default under Article [NUMBER] of this agreement. QUALITY CONTROL So as not to bring discredit upon the Trade marks, Licensee agrees that the Designated Products and Services sold and distributed by Licensee will at all times be of good quality and that the Designated Products and Services will be merchandised, distributed and sold by Licensee with packaging and sales promotion materials appropriate for good quality products and services. Licensee further agrees that all Designated Products and Services will be sold, labeled, packaged, merchandised, distributed, promoted and advertised in accordance with all applicable [YOUR COUNTRY LAW] and regulations.","Trademark License Agreement","9",88,"https://templates.business-in-a-box.com/imgs/1000px/trademark-license-agreement-D5230.png","https://templates.business-in-a-box.com/imgs/250px/5230.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5230.xml",{"title":6,"description":6},[97,99],{"label":33,"url":98},"business-legal-agreements",{"label":100,"url":101},"Copyrights, Patents & Trademarks","copyrights-patent-trademark","trademark license agreement","/template/trademark-license-agreement-D5230",{"description":105,"descriptionCustom":6,"label":106,"pages":107,"size":108,"extension":10,"preview":109,"thumb":110,"svgFrame":111,"seoMetadata":112,"parents":113,"keywords":116,"url":117},"STRATEGIC ALLIANCE AND SUPPLY AGREEMENT This Confidential Instructions: Strategic Alliance and Supply Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Second Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] THIS AGREEMENT is made as of [DATE] (the \"Effective Date\"), by [YOUR COMPANY NAME], a [YOUR STATE/PROVINCE] corporation (\"First Party\"), and [COMPANY NAME], a [STATE/PROVINCE] corporation (\"Second Party\"), with reference to the following circumstances: The parties desire to provide for the supply by First Party of certain products to all the [SPECIFY] stores currently open and that will be opened by Second Party or any subsidiary or affiliate of Second Party during the term of this Agreement in the [COUNTRY] and the [COUNTRY] (collectively, the \"Stores\"). The Stores open on the Effective Date are listed by number on Schedule A to this Agreement. The First Party Distribution Centers (the \"Distribution Centers\") initially designated to service primarily each of the Stores are opposite the Store served by such Distribution Center listed on Schedule A. The objective of this Agreement is to create a strategic alliance between First Party and Second Party to merchandise, procure and distribute [SPECIFY] products in the most cost efficient manner. The parties desire to provide for the joint exploration, evaluation, and implementation of practices and procedures to reduce total supply chain costs and allow each party to equitably share the benefits of such practices and procedures. The parties agree as follows: PRODUCT PROCUREMENT AND PRICING Procurement Services Subject to the terms and conditions of this Agreement, the First Party will be the sole provider to the Stores of certain categories of warehouse delivered products listed on Schedule 1.1 (collectively, the \"Products\"), except for the following: (i) typical direct to Store shipments, (ii) all existing contractual arrangements of Second Party with [COMPANY NAME][COMPANY NAME] and [COMPANY NAME] (the \"Second Party Existing Arrangements\"), and other arrangements with third parties relating to the procurement and supply of Products (the \" Second Party Additional Arrangements\"), (iii) Products that First Party decides not to source or carry, (iv) local orders that First Party decides not to source or carry, (v) annually, a basket of up to [%] of annual purchases of Products under this Agreement for each year after the Transition Period, and with respect to the Transition Period, a reasonable estimate by the parties of [%] of purchases under this Agreement during the Transition Period, (vi) Products used or offered by Second Party in the restaurants in the Stores, and (vii) as contemplated by Section 1.5. Second Party will be permitted to procure large block buys of Products for the Stores and the Joint Venture Stores for the [DESCRIBE] which purchases shall count against the [%] basket contemplated in the immediately preceding sentence. Because the intent of the parties is to work together to further reduce the cost of goods, for so long as this Agreement remains in effect, First Party's central procurement organization will be in a position to negotiate the price of Products for the total volume of the Stores and the Joint Venture Stores. Subject to the terms and conditions of this Agreement, Second Party will carry First Party private label brands as the exclusive private label brand in the Stores for Product categories covered by this Agreement, to the extent consistent with Store format. First Party shall maintain and operate in accordance with prudent business practices its central procurement organization for procurement under this Agreement and shall procure and pay for all Products acquired to meet the anticipated needs of Second Party for the Stores. Such needs shall be estimated based upon (a) historic and forecasted Product turn information and (b) advance estimates of promotional volumes, as provided by Second Party to First Party from time to time during the term of this Agreement. The procurement services to be provided hereunder shall include purchasing (and paying for) Products procured hereunder, and owning the inventory of Products. With respect to consignment Products, the procurement services hereunder shall include the right of First Party to transfer title thereto to Second Party. Future Procurement; Fuel Within [NUMBER] days after the Effective Date, the parties shall conduct good faith negotiations to expand the categories of Products covered by this Agreement to include [DESCRIBE] (\"[SPECIFY BRAND NAME]\"), and general merchandise (\"GMD\") described on Schedule 1.2A (collectively, the \"Additional Products\"). The parties shall also conduct good faith negotiations with respect to the potential expansion of the categories of Products covered by this Agreement to cover Store supplies within [NUMBER] days following the Effective Date. First Party shall cause its wholly owned subsidiary, [SPECIFY] (\"[SPECIFY NAME]\") to enter into a Supply Agreement for the sale of fuel and other services to Second Party owned or operated fuel centers in accordance with terms set forth on Schedule 1.2B and such other terms as are usual and customary for fuel supply agreements of this nature within [NUMBER] days after the Effective Date. First Party shall guarantee [SPECIFY]'s performance of its obligations under such Supply Agreement. If First Party fails to cause [SPECIFY] to enter into a Supply Agreement upon the terms set forth herein within the [NUMBER] day period following the Effective Date, then, at Second Party's option, the provisions of Schedule 1.2B shall constitute a binding agreement between Second Party and First Party, whereby First Party shall have all the rights, duties and obligations of [SPECIFY] pursuant to the terms of Schedule 1.2B; provided, however, that in addition to the foregoing, Second Party shall be entitled to be indemnified and held harmless by First Party on terms usual and customary for fuel supply agreements. (CONFIDENTIAL).- The parties acknowledge that the realization of such benefits may require, among other things, implementing programs for the purchase of Additional Products for Second Party and the Joint Venture Stores, the First Party Stores and independent contractors serviced by First Party (any such programs, an \"Additional Program\"). The parties agree that if First Party unreasonably refuses to implement any Additional Program proposed by Second Party, First Party shall not be entitled to any adjustment of the Logistics Fee under this Section 1.2.2. (CONFIDENTIAL) Product Pricing First Party, with input, participation and strategic direction from Second Party, will have primary responsibility for the negotiation with vendors of Products with respect to the costs therefore to meet the anticipated needs of Second Party based upon historic and forecasted turn movement and Second Party provided advance estimates of promotional volumes. Second Party will be given reasonable notice of all major program negotiations with any vendors and will be permitted to participate in such negotiations. If Second Party so elects, it may provide input and strategic direction whether or not it actually participates in such negotiations. No pricing arrangement with respect to any major program with vendors for Products procured exclusively for Second Party or the Joint Venture Stores shall apply to the procurement of Products hereunder unless Second Party expressly agrees thereto","Strategic Alliance and Supply Agreement","38",235,"https://templates.business-in-a-box.com/imgs/1000px/strategic-alliance-and-supply-agreement-D5205.png","https://templates.business-in-a-box.com/imgs/250px/5205.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5205.xml",{"title":6,"description":6},[114,115],{"label":33,"url":98},{"label":33,"url":98},"strategic alliance supply agreement","/template/strategic-alliance-and-supply-agreement-D5205",{"description":119,"descriptionCustom":6,"label":120,"pages":121,"size":122,"extension":10,"preview":123,"thumb":124,"svgFrame":125,"seoMetadata":126,"parents":127,"keywords":130,"url":131},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement","7",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[128,129],{"label":33,"url":98},{"label":33,"url":98},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":133,"descriptionCustom":6,"label":134,"pages":135,"size":136,"extension":10,"preview":137,"thumb":138,"svgFrame":139,"seoMetadata":140,"parents":142,"keywords":141,"url":147},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3",513,"https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":141,"description":6},"non disclosure agreement nda",[143,144],{"label":33,"url":98},{"label":145,"url":146},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":149,"descriptionCustom":6,"label":150,"pages":121,"size":136,"extension":10,"preview":151,"thumb":152,"svgFrame":153,"seoMetadata":154,"parents":156,"keywords":155,"url":161},"REFERRAL AGREEMENT This Referral Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], [COUNTRY], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF REFERRER] (the \"Referrer\"), an individual with their main address located at: [YOUR COMPLETE ADDRESS] Collectively, the Company and the Referrer shall be referred to as the \"Parties.\" WHEREAS, the Company is engaged in the business of [SPECIFY THE BUSINESS] (the \"Services\"); and WHEREAS, the Referrer desires to refer potential clients (\"Referrals\") of the Services to the Company in exchange for a commission on any revenue generated by the Company as a result of such Introductions; NOW, THEREFORE, the Parties agree as follows: REFERRALS During the Term, the Referrer will make Introductions (as defined in Exhibit A) of the Company to potential clients for purposes of promoting the Services to such potential clients. The Referrer will use its professional judgment as to the appropriateness of a particular Introduction (recognizing that some Introductions may not be appropriate at a particular time or at any time). The Company will meet or conference and negotiate independently with a potential client after an Introduction with respect to a potential relationship and the terms applicable to such potential relationship. The Referrer may not object to any decisions made by the Company regarding the terms or conditions of a particular relationship entered into after an Introduction. Further, the Company will have sole discretion to enter into or not enter into an arrangement with a potential client. COMMISSION During the Term, the Company will pay the Referrer a commission (the \"Compensation\") on \"Collection Service Revenue\" generated because of Introductions by the Referrer in accordance with Exhibit A. The Compensation shall be considered complete consideration for all Referrals made during the Term. The Referrer shall be responsible for any and all income and other taxes applicable to it in connection with its receipt of Compensation pursuant hereto and as an independent contractor of the Company. The Company will not be responsible for any expenses of the Referrer in the course of the performance of its obligations hereunder unless such expenses have been previously approved in writing by the Company. TERM AND TERMINATION The Term (the \"Initial Term\") of this Agreement shall commence on the Effective Date and shall continue for a period of [NUMBER OF MONTHS] months. Prior to the end of the Initial Term and each \"Renewal Term\" (as hereafter defined), this Agreement will automatically extend for an additional [NUMBER OF MONTHS] month period (each, a \"Renewal Term\") unless either Party sends the other Party a notice of non-renewal at least [NUMBER OF DAYS] days prior to the expiration of the \"Term\" (as hereafter defined). The Initial Term and any Renewal Terms shall be collectively referred to herein as the \"Term.\" This Agreement may be terminated by either party upon [NUMBER OF DAYS] days' prior written notice. The following provisions shall survive the Termination Date: Representations and Warranties, Indemnification, Limitation of Liability, Confidentiality, Non-Competition and Non-Solicitation. INDEPENDENT CONTRACTOR RELATIONSHIP No Employment Relationship. The Company and the Referrer each expressly agree and understand that they are creating an independent contractor relationship, and that the Referrer shall not be considered an employee of the Company for any purpose. The Referrer is not entitled to receive or participate in any medical, retirement, vacation, paid or unpaid leave, or other benefits provided by the Company to its employees. The Referrer is exclusively responsible for all taxes and any other statutory benefits otherwise required to be provided to employees, and all fees and licenses, if any, required for the performance of the Services hereunder. No Exclusivity of Services Other Than to Competitors. This Agreement shall not restrict the Referrer from performing Services for other clients or businesses, provided, however, that during the Term of this Agreement, the Referrer shall not apply, bid, or contract for, or undertake any employment, independent contractor work or consulting work with any competitor of the Company. The determination of which businesses constitute \"competitors\" of the Company shall be solely within the exclusive discretion of the Company. Performance of Services for Competitors. The Referrer will notify the Company immediately if, during the Term, he engages, or proposes to engage, in the performance of Services for any competitor of the Company, or any vendor to or customer of the Company. If the Referrer performs Services, whether as an employee or an independent contractor, for a competitor of the Company during the Term of this Agreement, the Company may terminate this Agreement immediately and without further obligation. Additionally, to avoid the appearance or existence of a conflict of interest, during the Term, the Referrer must fully disclose in advance to the Company the terms of any proposed or actual Services for a vendor or customer of the Company, and the Company shall have the right in its sole discretion to disapprove the transaction on conflict of interest grounds, or alternatively, to terminate this Agreement immediately and without further obligation to the Referrer. REPRESENTATIONS AND WARRANTIES Each of the Referrer and the Company represents and warrants that: it has the right to enter into this Agreement and the right to grant the rights granted herein; it is not a party to any agreement, contract, or understanding that would prevent, limit or hinder its performance of this Agreement; during the Term, it will not enter into any contract, agreement or understanding which is in conflict or which would interfere with the full and complete performance of any of the duties or grants hereunder; and it is not a party to any pending claims or litigation which might affect its performance of this Agreement. The Referrer shall provide the Referrer Services diligently and as per industry standards. The Referrer shall not provide misleading information about the Company or its Services to any third party. The Referrer shall for the Term of the Agreement work exclusively with the Company and not work with any other similar and competing company, whether paid or free, to provide the Services. The Referrer shall conduct itself in a professional manner while performing the Referrer Services for the Company. The Referrer hereby represents and warrants that, as of the date hereof and continuing throughout the Term of this Agreement, they are not and will not be in any way restricted or prohibited, contractually or otherwise, from entering into this Agreement or performing the Referrer Services contemplated hereunder. Except as specifically set forth in this Agreement, to the maximum extent permitted by law, each Party disclaims all warranties and representations, whether express, implied, or statutory, with respect to the marketing services provided to the other Party and other obligations undertaken hereunder, including without limitation, the implied warranties of merchantability, fitness for a particular purpose (even if the Referrer has been informed of such purpose), or warranties arising from a course of dealing, usage or trade practice","Referral Agreement","https://templates.business-in-a-box.com/imgs/1000px/referral-agreement-D13279.png","https://templates.business-in-a-box.com/imgs/250px/13279.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13279.xml",{"title":155,"description":6},"referral agreement",[157,158],{"label":33,"url":98},{"label":159,"url":160},"Partnership Agreements","partnership-agreement","/template/referral-agreement-D13279",{"description":163,"descriptionCustom":6,"label":164,"pages":165,"size":136,"extension":10,"preview":166,"thumb":167,"svgFrame":168,"seoMetadata":169,"parents":171,"keywords":170,"url":174},"MARKETING AGREEMENT This Marketing Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [MARKETERS NAME] (the \"Consultant\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern. In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows: RECITALS The Marketer has expertise in the area of the Company's business and is willing to provide marketing services to the Company. The Company is willing to engage Consultant as an independent contractor, and not as an employee, on the terms and conditions set forth herein. The Company desires to obtain the marketing services of Consultant by means of services provided by Consultant's employees dispatched by Consultant to provide marketing services to Company hereunder (\"Agents\"), on its own behalf and on behalf of all existing and future Affiliated Companies (defined as any corporation or other business entity or entities that directly or indirectly controls, is controlled by, or is under common control with the Company), and Consultant desires to provide marketing and consulting services to the Company upon the following terms and conditions. The Company has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which the Company considers vital to its business and goodwill. The Proprietary Information will necessarily be communicated to or acquired by Consultant and its Agents while providing marketing and consulting services to the Company, and the Company desires to obtain the services of Consultant, only if, in doing so, it can protect its Proprietary Information and goodwill. SERVICES The Marketer agrees to perform for Company the services listed in the Scope of Services section in Exhibit A, attached hereto, and executed by both Company and Consultant. Such services are hereinafter referred to as \"Services.\" Company agrees that consultant shall have ready access to Company's staff and resources as necessary to perform the Consultant's marketing services provided for by this contract. MARKETING AND CONSULTING PERIOD Basic Term The Company hereby retains the Consultant and Consultant agrees to render to the Company those services described in Exhibit A for the period (the \"Consulting Period\") commencing on the date of this Agreement and ending upon the earlier of (i) [APPLICABLE DATE], (the \"Term Date\"), and (ii) the date the Consulting Period is terminated in accordance with Section 7. The Company shall pay the Consultant the compensation to which it is entitled under Section 5 through the end of the Consulting Period, and, thereafter, the Company's obligations hereunder shall end. Renewal Subject to Section 7, the Consulting Period will be automatically renewed for an additional [AGREED UPON NUMBER OF MONTHS] month period (without any action by either party) on the Term Date and on each anniversary thereof, unless one party gives to the other written notice [NUMBER] days in advance of the beginning of any [AGREED UPON NUMBER OF MONTHS] month renewal period that the Consulting Period is to be terminated, provided, that in no event shall the Consulting Period extend beyond [DEADLINE DATE]. Either party's right to terminate the Consulting Period, instead of renewing the Agreement, shall be with or without cause. DUTIES AND RESPONSIBILITIES The Marketer hereby agrees to provide and perform for the Company those services set forth on Exhibit A attached hereto. Consultant shall devote its best efforts to the performance of the services and to such other services as may be reasonably requested by the Company and hereby agrees to devote, unless otherwise requested in writing by the Company, (a minimum of at least [AGREED UPON NUMBER OF HOURS] hours of service per week/or assign [AGREED UPON NUMBER OF INDIVIDUALS] individuals to provide services to the Company). The Marketer shall use its best efforts to furnish competent Agents possessing a sufficient working knowledge of the Company's research, development and products to fulfill Consultant's obligations hereunder. Any Agent of Consultant who, in the sole opinion of the Company, is unable to adequately perform any services hereunder shall be replaced by Consultant within [AGREED UPON NUMBER OF DAYS] days after receipt of notice from the Company of its desire to have such Agent replaced. The Marketer shall use its best efforts to comply with, and to ensure that each of its Agents comply with, all policies and practices regarding the use of facilities at which services are to be perform hereunder. Consultant agrees and shall cause each of its Agents to agree to the Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and Consultant shall deliver a signed original of such Acknowledgement and Inventions Assignment to Company prior to such Agent's commencement of the provision of services for the Company. The Marketer shall obtain for the benefit of the Company, as an intended third-party beneficiary thereof, prior to the performance of any services hereunder by any of the Agents, the written agreement of Agent to be bound by terms no less restrictive than the terms of Sections 2, 5, 6, and 7 of this Agreement. Personnel supplied by Consultant to provide services to Company under this Agreement will be deemed Consultant's employees or agents and will not for any purpose be considered employees or agents of Company. The Marketer assumes full responsibility for the actions of such personnel while performing services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, provision of employment benefits (if any) and payment of salary (including all required withholding of taxes). COMPENSATION, BENEFITS AND EXPENSES Compensation In consideration of the services to be rendered hereunder, including, without limitation, services to any Affiliated Company, Marketer shall be paid [AMOUNT], payable at the time and pursuant to the procedures regularly established, and as they may be amended, by the Company during the course of this Agreement. Benefits Other than the compensation specified in this 5.1, neither Consultant nor its Agents shall be entitled to any direct or indirect compensation for services performed hereunder. Expenses The Company shall reimburse Consultant for reasonable travel and other business expenses incurred by its Agents in the performance of the duties hereunder in accordance with the Company's general policies, as they may be amended from time to time during the course of this Agreement. INVOICING Company shall pay the amounts agreed to herein upon receipt of invoices which shall be sent by Consultant, and Company shall pay the amount of such invoices to Consultant. TERMINATION OF CONSULTING RELATIONSHIP By the Company or the Marketing Consultant At any time, either the Company or the Consultant may terminate, without liability, the Consulting Period for any reason, with or without cause, by giving [AGREED UPON NUMBER OF DAYS] days advance written notice to the other party. If the Consultant terminates its consulting relationship with the Company pursuant to Sections 2, 3 and 4, the Company shall have the option, in its complete discretion, to terminate Consultant immediately without the running of any notice period","Marketing Agreement","12","https://templates.business-in-a-box.com/imgs/1000px/marketing-agreement-D12796.png","https://templates.business-in-a-box.com/imgs/250px/12796.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12796.xml",{"title":170,"description":6},"marketing agreement",[172,173],{"label":33,"url":98},{"label":33,"url":98},"/template/marketing-agreement-D12796",false,{"seo":177,"reviewer":189,"quick_facts":193,"at_a_glance":196,"personas":200,"variants":225,"glossary":252,"clauses":286,"how_to_fill":336,"common_mistakes":377,"faqs":402,"industries":430,"comparisons":447,"diy_vs_lawyer":460,"jurisdictions":473,"related_template_ids_curated":494,"schema":503,"classification":504},{"meta_title":178,"meta_description":179,"primary_keyword":180,"secondary_keywords":181},"Co-Branding Agreement Template (Free Word)","Free co-branding agreement template for joint marketing partnerships. Covers brand usage rights, revenue sharing, IP ownership, and termination. Free Word and PDF download.","co-branding agreement template",[182,183,184,185,186,187,188],"co-branding agreement","co-branding contract template","brand partnership agreement template","joint branding agreement","co-marketing agreement template","brand collaboration agreement","co-branding agreement free download",{"name":190,"credential":191,"reviewed_date":192},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":194,"legal_review_recommended":195,"signature_required":195},"advanced",true,{"what_it_is":197,"when_you_need_it":198,"whats_inside":199},"A Co-Branding Agreement is a legally binding contract between two companies that authorizes each party to use the other's brand, trademarks, and logos in connection with a jointly promoted product, service, or campaign. This free Word download gives you a structured, attorney-reviewed starting point you can edit online and export as PDF before executing with your partner.\n","Use it before launching any joint marketing initiative, co-branded product, or partnership campaign where both companies' names, logos, or trademarks will appear together in public-facing materials. It is also required when a licensing or distribution partner wants to use your brand in their own promotional channels.\n","Brand license grants and usage restrictions, approval workflows for co-branded materials, revenue and cost-sharing terms, intellectual property ownership, quality control standards, exclusivity provisions, indemnification, and termination procedures with post-termination brand wind-down obligations.\n",[201,205,209,213,217,221],{"title":202,"use_case":203,"icon_asset_id":204},"Brand managers at consumer companies","Authorizing a retail or distribution partner to feature your brand in their campaigns","persona-brand-manager",{"title":206,"use_case":207,"icon_asset_id":208},"Startup founders","Formalizing a co-branded launch with a larger partner without losing IP control","persona-startup-founder",{"title":210,"use_case":211,"icon_asset_id":212},"Marketing directors","Structuring a joint campaign that places both brands in shared advertising materials","persona-marketing-director",{"title":214,"use_case":215,"icon_asset_id":216},"Product licensing managers","Governing how a licensee may combine your brand with their own on product packaging","persona-licensing-manager",{"title":218,"use_case":219,"icon_asset_id":220},"E-commerce and retail executives","Launching a co-branded product line through a wholesale or marketplace partner","persona-retailer",{"title":222,"use_case":223,"icon_asset_id":224},"Agency account directors","Executing a co-branded promotional event or content series on behalf of two brand clients","persona-agency",[226,230,234,237,241,245,249],{"situation":227,"recommended_template":228,"slug":229},"Two brands jointly developing and selling a new product","Co-Branding Agreement (Product)","co-branding-agreement-D746",{"situation":231,"recommended_template":232,"slug":233},"Brands collaborating on a marketing campaign only, not a product","Co-Marketing Agreement","co-habitation-agreement-D12997",{"situation":235,"recommended_template":89,"slug":236},"One brand licensing its name to another for use on their products","trademark-license-agreement-D5230",{"situation":238,"recommended_template":239,"slug":240},"Two companies forming a longer-term strategic brand alliance","Strategic Alliance Agreement","strategic-alliance-and-supply-agreement-D5205",{"situation":242,"recommended_template":243,"slug":244},"Brands partnering to refer customers to each other","Referral Partner Agreement","referral-agreement-D13279",{"situation":246,"recommended_template":247,"slug":248},"A brand allowing a third-party manufacturer to use its name on white-label goods","Manufacturing License Agreement","manufacturing-license-agreement-D13844",{"situation":250,"recommended_template":120,"slug":251},"Two agencies collaborating on a client project under a joint brand identity","joint-venture-agreement-D889",[253,256,259,262,265,268,271,274,277,280,283],{"term":254,"definition":255},"Co-Branding","A marketing arrangement in which two or more companies display their respective brands together on a product, service, or promotional material.",{"term":257,"definition":258},"Trademark License","A grant of rights allowing one party to use another party's registered trademark under defined conditions and within agreed limits.",{"term":260,"definition":261},"Brand Guidelines","A set of rules governing how a brand's logo, colors, typography, and name may be used, typically attached as a schedule to the agreement.",{"term":263,"definition":264},"Quality Control Provision","A clause requiring the licensee to maintain a defined standard for co-branded materials to protect the licensor's brand reputation and trademark validity.",{"term":266,"definition":267},"Exclusivity","A restriction preventing one or both parties from entering into similar co-branding arrangements with competing brands during the agreement term.",{"term":269,"definition":270},"Indemnification","A contractual obligation by one party to cover the other's losses, legal fees, and damages arising from a specified breach or third-party claim.",{"term":272,"definition":273},"Approval Workflow","The defined process — typically requiring written sign-off within a set number of business days — by which each party reviews and approves co-branded creative materials before publication.",{"term":275,"definition":276},"Revenue Share","The agreed percentage or formula by which net revenues from co-branded products or campaigns are divided between the parties.",{"term":278,"definition":279},"Naked License","A trademark license without quality control provisions — legally dangerous because courts can find that the trademark owner has abandoned the mark, stripping it of protection.",{"term":281,"definition":282},"Wind-Down Period","A defined period after termination during which the non-owning party may continue using co-branded materials while transitioning to a solo brand identity.",{"term":284,"definition":285},"Brand Equity","The commercial value derived from consumer perception of and loyalty to a brand name, which co-branding can enhance or damage depending on the partner's reputation.",[287,292,297,302,307,312,317,322,326,331],{"name":288,"plain_english":289,"sample_language":290,"common_mistake":291},"Parties, Recitals, and Definitions","Identifies the two companies entering the agreement, states the commercial purpose of the co-branding partnership, and defines key terms used throughout.","This Co-Branding Agreement ('Agreement') is entered into as of [DATE] by and between [COMPANY A LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Party A'), and [COMPANY B LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Party B'). The parties wish to collaborate on [DESCRIPTION OF CO-BRANDED INITIATIVE].","Describing the partnership purpose too vaguely — phrases like 'mutual marketing activities' without specifying the product, campaign, or channel leave scope disputes open from day one.",{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Brand License Grant","Each party grants the other a limited, non-exclusive (or exclusive) license to use its trademarks, logos, and brand assets specifically for the co-branded initiative described in the agreement.","Party A hereby grants to Party B a non-exclusive, non-transferable, royalty-free license to use Party A's Marks (as defined in Schedule A) solely in connection with the Co-Branded Materials approved under Section [X] during the Term.","Granting a license without attaching a schedule listing the specific marks approved for use. A generic grant covering 'all trademarks' can unintentionally license marks the owner never intended to share.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Brand Usage Standards and Guidelines","Requires each party to follow the other's brand guidelines — covering logo sizing, color, placement, and prohibited modifications — as a condition of the license.","Each party shall use the other's Marks strictly in accordance with the Brand Guidelines attached as Schedule B and shall not alter, distort, or create derivative works of the other's Marks without prior written consent.","Referencing brand guidelines 'as provided from time to time' without specifying a process for notifying the other party of updates. A partner can unknowingly violate new standards they were never formally told about.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Approval of Co-Branded Materials","Establishes a written approval process — typically a defined review period — before any co-branded creative, packaging, or advertising may be published or distributed.","All Co-Branded Materials shall be submitted to the other party for written approval at least [15] business days prior to the intended publication date. Approval shall not be unreasonably withheld. Failure to respond within [15] business days shall constitute deemed approval.","Omitting a deemed-approval clause. Without it, a partner who goes silent effectively holds veto power indefinitely, stalling the entire campaign.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Quality Control","Grants the licensor the right to audit co-branded products or materials for quality compliance, and requires the licensee to remedy deficiencies within a defined cure period.","Party B shall maintain quality standards no less than those described in Schedule C. Party A may inspect Co-Branded Products upon [10] days' written notice. If a material deficiency is identified, Party B shall remedy it within [30] days or Party A may terminate the license under Section [X].","Skipping quality control entirely to keep the agreement simple. A trademark license without quality control can constitute a 'naked license,' putting the licensor's trademark registration at risk of cancellation.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Revenue and Cost Sharing","Defines how revenues from co-branded sales are split, which party bears which costs (production, marketing, distribution), and the reporting and payment schedule.","Net Revenue from Co-Branded Products shall be allocated [X]% to Party A and [X]% to Party B. Party A shall bear the cost of [COST ITEM]; Party B shall bear the cost of [COST ITEM]. Each party shall provide monthly sales reports within [15] days of month-end and remit payment within [30] days.","Defining revenue share without defining 'Net Revenue.' Disputes over which deductions are permissible — returns, chargebacks, fulfillment costs — are the most common financial conflict in co-branding arrangements.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Intellectual Property Ownership","Confirms that each party retains sole ownership of its own existing IP and specifies ownership of any new IP (packaging designs, creative assets, co-developed product formulations) created during the collaboration.","Each party retains all right, title, and interest in its own Pre-Existing IP. All Co-Developed IP shall be jointly owned, with each party holding an undivided [50]% interest, unless the parties agree otherwise in writing.","Leaving new co-developed IP ownership unaddressed. When the agreement ends, neither party can commercialize jointly owned IP without the other's consent — unless ownership and post-termination rights are explicitly resolved in the contract.",{"name":266,"plain_english":323,"sample_language":324,"common_mistake":325},"States whether either party is restricted from entering similar co-branding arrangements with competitors during the term, and defines the specific competitive category covered.","During the Term, Party A agrees not to enter into a co-branding arrangement with any [COMPETITOR CATEGORY] in [GEOGRAPHIC TERRITORY] without Party B's prior written consent. This restriction does not apply to Party A's existing partnerships listed in Schedule D.","Agreeing to exclusivity without defining the competitive category precisely. An overly broad definition can prevent either party from pursuing unrelated partnerships that were never the subject of the agreement.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Termination and Post-Termination Wind-Down","Specifies the notice period for termination without cause, grounds for immediate termination for cause, and the wind-down period during which the non-owning party may continue using co-branded materials.","Either party may terminate this Agreement without cause on [90] days' written notice. Upon expiration or termination, Party B shall cease all use of Party A's Marks within [60] days, except for inventory already manufactured as of the termination date, which may be sold for up to [90] days post-termination.","No wind-down period for manufactured inventory. A licensee holding finished co-branded product at termination faces an impossible situation — and the licensor faces the risk of unauthorized brand use — if this is not addressed.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Indemnification and Limitation of Liability","Each party agrees to indemnify the other against third-party claims arising from its own breach, negligence, or IP infringement, and caps each party's total liability at a defined amount.","Each party shall indemnify, defend, and hold harmless the other from any third-party claims arising from its own breach of this Agreement or infringement of third-party IP. In no event shall either party's aggregate liability exceed [AMOUNT] or the total fees paid under this Agreement in the prior [12] months, whichever is greater.","A mutual indemnification clause with no carve-outs for gross negligence or willful misconduct. Without carve-outs, a party that deliberately infringes a third-party mark can still invoke the mutual indemnity, shifting costs to the innocent partner.",[337,342,347,352,357,362,367,372],{"step":338,"title":339,"description":340,"tip":341},1,"Identify both parties with their full legal entity names","Enter each company's registered legal name, entity type (LLC, Inc., Ltd.), and jurisdiction of formation. Do not use trade names or DBA names as the contracting party.","Cross-check both parties' names against their state or national corporate registry filings before execution — a name mismatch can complicate enforcement.",{"step":343,"title":344,"description":345,"tip":346},2,"Define the scope of the co-branded initiative","Specify the exact product, service, or campaign the agreement covers — including channel (retail, digital, events), geography, and duration. Attach a project brief as a schedule if the scope is complex.","The narrower the scope definition, the less room there is for disputes about what activities are covered. Resist the urge to write broad catch-all language.",{"step":348,"title":349,"description":350,"tip":351},3,"List approved marks and attach brand guidelines","Enumerate every trademark, logo variant, and tagline each party is authorizing the other to use, and attach each party's current brand guidelines as a schedule.","Version-stamp the brand guidelines schedules (e.g., 'Brand Guidelines v2.1, April 2026') so you can demonstrate which version was in effect at any given time.",{"step":353,"title":354,"description":355,"tip":356},4,"Set the approval workflow with specific timelines","Define how co-branded materials are submitted for review, what format submissions must take, and exactly how many business days each party has to approve, reject, or request revisions. Include a deemed-approval fallback.","14–21 business days is a typical review window. Tighter timelines increase speed but reduce the quality of review — calibrate to your campaign cadence.",{"step":358,"title":359,"description":360,"tip":361},5,"Negotiate and document the revenue and cost split","Define 'Net Revenue' precisely — listing every permitted deduction — and state each party's percentage share. Specify who invoices whom, payment timelines, and the reporting format.","If revenue reporting is complex, attach a calculation example as an exhibit to eliminate disputes about the math before they arise.",{"step":363,"title":364,"description":365,"tip":366},6,"Resolve new IP ownership in writing","Decide before signing whether co-developed creative assets (packaging, product formulas, campaigns) will be jointly owned, owned by one party, or assigned to a new joint entity. Document the outcome explicitly.","Joint ownership sounds fair but creates practical problems — neither party can license or sell jointly owned IP without the other's consent. Consider assigning ownership to one party with a license back to the other.",{"step":368,"title":369,"description":370,"tip":371},7,"Set termination notice periods and wind-down rules","Choose a without-cause notice period (typically 60–90 days for a brand partnership) and specify exactly how long the licensee may continue selling existing co-branded inventory after termination.","90 days is a practical minimum wind-down period for physical co-branded products that have already entered the supply chain.",{"step":373,"title":374,"description":375,"tip":376},8,"Have both parties sign before any materials are published","Obtain signatures from authorized representatives — typically VP-level or above — before either party begins creating, distributing, or publishing any co-branded content.","Use electronic signature with a timestamp to establish the exact execution date, which anchors the effective date of the license grant.",[378,382,386,390,394,398],{"mistake":379,"why_it_matters":380,"fix":381},"No quality control clause","A trademark license without quality control is legally classified as a 'naked license,' which can result in the licensor losing trademark rights — courts have found that the mark was abandoned due to lack of oversight.","Include a quality control clause that grants the licensor inspection rights, defines minimum quality standards, and specifies a cure period before the licensor may terminate for non-compliance.",{"mistake":383,"why_it_matters":384,"fix":385},"Omitting a definition of 'Net Revenue'","When revenue share is calculated on undefined 'net revenue,' each party applies its own deductions — returns, chargebacks, fulfillment costs, platform fees — leading to payment disputes that frequently end partnerships early.","Define Net Revenue as gross sales minus a specific, exhaustive list of permitted deductions, and attach a worked numerical example as an exhibit.",{"mistake":387,"why_it_matters":388,"fix":389},"Leaving new co-developed IP ownership unresolved","Under default copyright law in most jurisdictions, jointly created works are owned equally — meaning neither party can commercialize, license, or sell the asset without the other's consent, even after the agreement ends.","Assign ownership of every co-developed asset explicitly in the agreement, or grant each party a perpetual, royalty-free license to use jointly owned IP independently after termination.",{"mistake":391,"why_it_matters":392,"fix":393},"No wind-down period for co-branded inventory","A licensee holding finished co-branded product at termination is immediately in breach if the contract requires instant cessation — yet destroying or recalling inventory is costly and operationally disruptive.","Allow a sell-through period of 60–90 days post-termination for inventory manufactured before the termination date, with a reporting obligation to confirm inventory levels at termination.",{"mistake":395,"why_it_matters":396,"fix":397},"Overly broad exclusivity without a competitive category definition","Agreeing not to 'co-brand with any other company' can accidentally block entirely unrelated partnerships — a food brand agreeing to co-brand with a retailer should not inadvertently lose the right to partner with a beverage company.","Define exclusivity by specific competitive category, geography, and channel — and list any pre-existing partnerships that are carved out from the restriction.",{"mistake":399,"why_it_matters":400,"fix":401},"Executing the agreement after co-branded materials are already live","Any co-branded materials published before the agreement is signed represent unauthorized trademark use by both parties — creating infringement exposure and potential loss of quality control claims.","Treat the signed co-branding agreement as a prerequisite to any creative development work, not a formality to handle after the campaign launches.",[403,406,409,412,415,418,421,424,427],{"question":404,"answer":405},"What is a co-branding agreement?","A co-branding agreement is a legally binding contract between two companies that governs how each party may use the other's brand, trademarks, and logos in connection with a jointly promoted product, service, or marketing campaign. It defines the scope of the license, quality control obligations, revenue sharing, IP ownership, and termination procedures — protecting both brands and providing a clear operational framework for the partnership.\n",{"question":407,"answer":408},"When do I need a co-branding agreement?","You need one before any joint initiative where both companies' names or logos will appear together in public-facing materials — product packaging, digital advertising, event signage, or social media campaigns. Even informal partnerships that place both brands on the same landing page create trademark exposure that requires a written agreement. Execute the contract before any creative development begins, not after materials are already live.\n",{"question":410,"answer":411},"What is the difference between a co-branding agreement and a trademark license agreement?","A trademark license agreement is a one-way grant — one party licenses its mark to another. A co-branding agreement is mutual: each party licenses certain marks to the other for use in a shared commercial context. Co-branding agreements also typically address revenue sharing, joint creative approval, and co-developed IP — elements that a standard trademark license does not cover.\n",{"question":413,"answer":414},"Does a co-branding agreement need to be exclusive?","Exclusivity is negotiated, not required. Many co-branding agreements are non-exclusive, allowing both parties to run separate partnerships with other brands simultaneously. When exclusivity is agreed, it should be narrowly scoped to a specific competitive category, geographic territory, and channel — not a blanket prohibition on all other partnerships. Overly broad exclusivity is one of the most common sources of co-branding disputes.\n",{"question":416,"answer":417},"Who owns content created during a co-branding partnership?","Without an explicit clause, jointly created content is typically co-owned under copyright law in most jurisdictions — meaning neither party can use, license, or sell it without the other's consent. The agreement should explicitly assign ownership of every co-developed asset or grant each party a perpetual, royalty-free license to use jointly owned materials independently after the partnership ends.\n",{"question":419,"answer":420},"What happens to co-branded inventory when the agreement terminates?","Unless the agreement specifies otherwise, using another party's trademark after termination constitutes infringement. A well-drafted agreement includes a wind-down period — typically 60–90 days — during which the licensee may sell through inventory that was already manufactured before termination, with a reporting obligation to document inventory levels at the termination date.\n",{"question":422,"answer":423},"Can a co-branding agreement put my trademark at risk?","Yes, if the agreement lacks a quality control clause. Trademark law in the US, Canada, and the UK requires that a licensor maintain control over the quality of goods or services sold under its mark. A license without quality control is classified as a 'naked license,' and courts have held that naked licenses result in abandonment of the trademark — permanently stripping it of legal protection. Always include quality control provisions with inspection rights and a cure period.\n",{"question":425,"answer":426},"Do I need a lawyer to draft a co-branding agreement?","For straightforward co-marketing campaigns between businesses of similar size, a well-structured template is often sufficient. Engage a lawyer when the partnership involves significant revenue sharing, jointly developed IP, exclusivity in a core market, or parties in different jurisdictions. The cost of a 2–3 hour attorney review — typically $600–$1,500 — is modest compared to the exposure created by an unaddressed quality control or IP ownership gap.\n",{"question":428,"answer":429},"What should a co-branding agreement include?","At minimum: both parties' legal entity names, a defined scope of the initiative, a list of approved trademarks and brand guidelines, a creative approval workflow, quality control provisions with inspection rights, revenue and cost sharing terms, IP ownership of co-developed assets, exclusivity provisions (if any), a termination clause with notice period, a post-termination wind-down period for inventory, and mutual indemnification with a liability cap.\n",[431,435,439,443],{"industry":432,"icon_asset_id":433,"specifics":434},"Consumer Goods and Retail","industry-retail","Co-branded product packaging, joint promotional campaigns with retail partners, and licensed product lines require precise quality control schedules and sell-through wind-down provisions.",{"industry":436,"icon_asset_id":437,"specifics":438},"Food and Beverage","industry-food-beverage","Ingredient co-branding (e.g., branded flavor components on packaging) demands FDA/CFIA labeling compliance alongside trademark license terms and quality audit rights.",{"industry":440,"icon_asset_id":441,"specifics":442},"Technology and SaaS","industry-saas","Technology co-branding typically involves joint product integrations or marketplace listings, where IP ownership of jointly developed features and API documentation must be explicitly addressed.",{"industry":444,"icon_asset_id":445,"specifics":446},"Financial Services","industry-fintech","Co-branded credit cards, loyalty programs, and fintech partnerships require regulatory compliance clauses, consumer data governance terms, and approval from relevant financial regulators alongside the trademark provisions.",[448,451,454,457],{"vs":89,"vs_template_id":449,"summary":450},"trademark-license-agreement-D13606","A trademark license agreement is a one-directional grant from a licensor to a licensee, typically in exchange for royalties. A co-branding agreement is mutual — both parties license marks to each other — and adds revenue sharing, joint approval workflows, and co-developed IP terms. Use a trademark license when only one brand is being placed on another party's products; use a co-branding agreement when both brands appear together.",{"vs":239,"vs_template_id":452,"summary":453},"strategic-alliance-agreement-D779","A strategic alliance agreement governs a broad, long-term business collaboration covering joint development, distribution, or investment — often without brand placement. A co-branding agreement is narrower, focused specifically on the authorized use of each party's brand assets in defined materials. Many strategic alliances include a co-branding addendum rather than treating them as interchangeable documents.",{"vs":120,"vs_template_id":455,"summary":456},"joint-venture-agreement-D12700","A joint venture agreement creates a new legal entity or shared business structure with pooled assets, shared governance, and joint liability. A co-branding agreement leaves each company legally separate and simply authorizes limited trademark use for a defined initiative. If two brands are forming a company together, use a joint venture agreement; if they are running a joint campaign while remaining independent, use a co-branding agreement.",{"vs":232,"vs_template_id":458,"summary":459},"D{COMARKETING_AGREEMENT_ID}","A co-marketing agreement governs joint promotional activities — lead sharing, content collaboration, event sponsorship — without a trademark license. A co-branding agreement is required when each party's actual brand marks and logos will appear on the other's materials or products. If both logos appear on a joint advertisement, you need a co-branding agreement, not just a co-marketing one.",{"use_template":461,"template_plus_review":465,"custom_drafted":469},{"best_for":462,"cost":463,"time":464},"Co-marketing campaigns between domestic companies of similar size with limited revenue sharing and no jointly developed IP","Free","30–60 minutes",{"best_for":466,"cost":467,"time":468},"Partnerships involving revenue share, co-developed product IP, or exclusivity in a meaningful market segment","$600–$1,500","3–7 days",{"best_for":470,"cost":471,"time":472},"High-value brand partnerships, cross-border agreements, regulated industries (financial services, food and drug), or arrangements with significant IP development","$3,000–$10,000+","2–4 weeks",[474,479,484,489],{"code":475,"name":476,"flag_asset_id":477,"note":478},"us","United States","flag-us","US trademark law under the Lanham Act requires licensors to maintain quality control over licensed marks or risk losing trademark protection through 'naked license' abandonment. Non-exclusive co-branding agreements are not required to be recorded with the USPTO but recording trademark licenses is advisable for franchise and broad licensing arrangements. State laws vary on non-compete and exclusivity provisions that may be attached to the agreement.",{"code":480,"name":481,"flag_asset_id":482,"note":483},"ca","Canada","flag-ca","Canadian trademark law under the Trademarks Act similarly requires a licensor to have direct or indirect control over the character or quality of goods and services associated with the licensed mark. Trademark licenses may be registered with the Canadian Intellectual Property Office. Quebec-based parties must ensure all co-branded materials, including packaging and advertising, comply with the Charter of the French Language, requiring French-language presentation.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"uk","United Kingdom","flag-uk","Under the UK Trade Marks Act 1994, trademark licenses should ideally be recorded at the UK Intellectual Property Office to protect the licensee's rights against third parties. Post-Brexit, UK and EU trademark registrations are separate — a co-branding agreement covering both territories should address each registration independently. Quality control obligations remain essential to avoid invalidation of the mark on grounds of deceptive use.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"eu","European Union","flag-eu","EU trademark licenses granted under European Union Trademark (EUTM) registrations can be recorded at the EUIPO and are effective across all member states. GDPR implications arise when co-branded campaigns involve sharing customer data between the two parties — a data processing agreement or data sharing addendum is typically required alongside the co-branding contract. Some member states impose additional formality requirements for trademark licenses affecting local consumers.",[236,240,251,495,244,496,497,498,499,500,501,502],"non-disclosure-agreement-nda-D12692","marketing-agreement-D12796","intellectual-property-assignment-D5229","asset-transfer-and-sale-agreement-brand-D861","sponsorship-agreement-D12549","distribution-agreement-D12705","new-product-development-plan-D14014","partnership-agreement-D12551",{"emit_how_to":195,"emit_defined_term":195},{"primary_folder":98,"secondary_folder":505,"document_type":506,"industry":507,"business_stage":508,"tags":509,"confidence":515},"partnerships-and-joint-ventures","agreement","general","all-stages",[510,511,512,513,514],"partnership","branding","contract","co-branding","trademark-licensing",0.95,"\u003Ch2>What is a Co-Branding Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Co-Branding Agreement\u003C/strong> is a legally binding contract between two companies that authorizes each party to use the other's trademarks, logos, and brand identity in connection with a jointly promoted product, service, or marketing campaign. Unlike a one-way trademark license, a co-branding agreement is mutual — each company both grants and receives brand usage rights — and adds a layer of commercial structure covering creative approval workflows, quality control standards, revenue sharing, and ownership of any intellectual property developed through the collaboration. It defines the boundaries of the partnership clearly enough that both brands can appear together in public without either party inadvertently acquiring rights beyond what was intended or exposing the other's trademark to legal risk.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a co-branding agreement in place, every piece of joint creative material that goes live represents unauthorized use of the other company's trademark — creating infringement exposure for both parties before a single product is sold or a single ad is published. More specifically, a trademark licensor who fails to maintain documented quality control over how its mark is used can lose trademark protection entirely under the "naked license" doctrine recognized in the US, Canada, and the UK. Beyond legal risk, the absence of a written agreement leaves revenue allocation, cost responsibilities, and post-termination inventory handling to verbal understandings that quickly become disputed when the partnership ends or the numbers disappoint. This template gives both parties a structured framework that protects each brand's IP, establishes enforceable quality standards, resolves new IP ownership before it becomes a dispute, and creates a clean off-ramp when the partnership runs its course.\u003C/p>\n",1781186032532]