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The Parties will undertake the activities listed in Appendix A. The Parties acknowledge that their respective obligations to undertake the activities listed in Appendix A serve as good and valuable consideration for this Agreement. -
Each Party grants to the other a non-exclusive, non-transferable, royalty-free license to use each other's trade names, tramarks, logos and service marks (collectively Marks) in connection with the performance of this Agreement. Neither Party shall use any of the other Party's marks for any purpose without first obtaining the prior written advance consent of the Party whose marks are to be used. Neither Party will alter or permit alteration of, or remove or modify or permit removal or modification of, any of the other Party's, or other identifying marks placed by the other Party or its agents on the products or associated documentation or literature, without the other Party's prior written approval. Except as specifically provided in this Agreement, nothing in this Agreement shall confer upon either Party any right, title or interest in any of the marks or goodwill of the other Party. Each Party acknowledges that the other Party's marks and any related goodwill are the sole and exclusive property of the other Party, and Each Party agrees not to (or cause a third party to) contest the rights of the other Party in the other Party's or to use any confusingly similar marks, works or symbols. At no time during or after the terms of this Agreement shall either Party challenge or assist other to challenge the other Party's marks or the registration thereof or attempt to register any trademarks, marks or trade names that are in any way confusingly similar to the other Party's marks.
Each Party acknowledges that it retains ownership of all its marks and other intellectual property rights that are licensed to it. Each Party acknowledges that its utilization of the other Party's marks will not create in it, nor will it represent it has, any right, title or interest in or to the other Party's marks other than the express and limited right to use the other Party's marks on each Party's Website granted under this Agreement. The goodwill from on each Party's use of the other Party's marks, if any, shall accrue solely to the benefit of the other Party. Each Party agrees that it shall cease using the other Party's marks immediately upon request, and in no event shall this license survive the term of this Agreement. -
The term of this Agreement shall be 6 months from the Effective Date, unless terminated earlier pursuant to the provision of this Agreement. The launch date shall be the date when each Party's promotional offer is presented live on the other Party's website. -
Either Party may terminate this Agreement for any reason at any time after the initial term with 30 days prior written notice without further obligation of either Party except for any outstanding payment obligations hereunder. -
Termination shall not relieve either Party of any obligations incurred prior to the termination. Upon termination, Each Party agrees to (i) cease all promotions of the other Party's services; (ii) cease all use of the other Party's technology and marks; and (iii) cease making the other Party's services available in or through a website or otherwise, and upon request, to promptly destroy or return all copies (electronic or written) of the content, technology, and other confidential or proprietary information in that Party's possession or control. Without limiting the foregoing in way, the Parties agree that following termination, each Party may continue to make their products/services available directly to users subscribing to the product/service prior to termination, without any liability or obligation to the other Party.
Termination for Convenience Effect of Termination -
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Warranties: Each Party represents and warrants to the other that: -
it has full corporate right and authority to enter into this Agreement and to perform the acts required of it hereunder; -
the execution of this Agreement by such Party and the performance by such Party of its obligations and duties hereunder do not and shall not violate any other Agreement to which such Party is a Party or by which it is otherwise bound; -
when executed and delivered by such Party, this Agreement shall constitute the legal, valid and binding obligation of such Party, enforceable against such Party according to its terms; -
such Party acknowledges that the other Party makes no representations, warranties or Agreement related to the subject matter hereof are not expressly specified in this Agreement.
Disclaimer: Except as expressly set forth herein, neither party makes and each party hereby disclaims any representations or warranties. Express or implied, regarding the products and services contemplated by this agreement, including any implied warranty of noninfringement, merchantability or fitness for a particular purpose, or implied warranties arising from course of dealing or course of performance. -
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_ _ _ _ _ _ _ _ _ _ _ _ _ Duty to Indemnify: _ _ _ _ _ _ _ _ _ _ _ _ _ will indemnify, defend, and hold _ _ _ _ _ _ _ _ _ _ _ _ _ and its directors, officers, employees and agents harmless from any and all costs, expenses (including reasonable attorney's fees) losses, damages, or liabilities incurred insofar as such costs, expenses, losses, damages or liabilities are based on a claim that the _ _ _ _ _ _ _ _ _ _ _ _ _'s technology or the _ _ _ _ _ _ _ _ _ _ _ _ _'s marks infringes any intellectual property rights of a third party.
_ _ _ _ _ _ _ _ _ _ _ _ _ Duty to Indemnify: _ _ _ _ _ _ _ _ _ _ _ _ _ will indemnify, defend, and hold _ _ _ _ _ _ _ _ _ _ _ _ _ and its directors, officers, employees and agents harmless from any and all costs, expenses (including reasonable attorney's fees) losses, damages, or liabilities incurred insofar as such costs, expenses, losses, damages or liabilities are based on a claim that the _ _ _ _ _ _ _ _ _ _ _ _ _'s technology or the _ _ _ _ _ _ _ _ _ _ _ _ _'s marks infringes any intellectual property rights of a third party.
Indemnification Procedures: The identified Party shall provide the indemnifying Party with prompt written notice of any such claim. The identifying Party shall have sole control and authority with respect to the defense and settlement of any such claim. The indemnified Party shall cooperate fully with the indemnifying Party, at the identifying Party's sole cost and expenses, in the defense of any such claim. The indemnifying Party shall not agree to any such claim that does not include a complete release of the indemnified Party from all liability with respect thereto or that imposes any liability, obligation or restriction on the indemnified Party without the prior written consent of the indemnified Party. The indemnified Party may participate in the defense of any claim through its own counsel, and at its own expense. -
Protection of Information: The parties may provide each other confidential information and trade secrets, including without limitation, information on their respective organization, business, finances, personnel, services, systems, pricing structure, proprietary products and processes, transactions and/or business relations (collectively the "Information"). The term "Information" shall not include (i) information generally available to the public through no fault of the other Party, (ii) information which the other Party already had knowledge of, or (iii) information which has become part of the public domain through no fault of a Party. Each Party agree to retain in confidence at all times and to require its employees, consultants, professional representatives and agents to retain in confidence all information disclosed by the other Party. Each Party shall only use the other's information solely for the purpose of performing obligations under this Agreement, and only disclose the confidential information on need-to-know basis, provided that, such party shall be liable for all acts of any third party who obtains the confidential information from such party. Each party shall take all necessary precautions in handling the confidential information of the other party and limit disclosures on a strict need-to-know basis. Further, the receiving party may disclose information to the extent ordered to be disclosed by subpoena, other legal process or requirement of law, after first giving the disclosing party a reasonable opportunity to contest such disclosure requirement.
Injunctive Relief: Each party acknowledges and agrees that any use or disclosure of confidential information by the party in a manner inconsistent with the provisions of this agreement may cause another party harm which will not be compensable by monetary damages alone and, accordingly, such other party will, in addition to other available legal or equitable remedies, be entitled to seen an immediate injunction restraining the disclosing party from committing or continuing to commit a breach. A party may avail itself of injunction relief in addition and without prejudice to any other remedies available to it. -
All notices that either Party is required or may wish to serve on the other Party shall be in writing and addressed to the Party on whom they are to be served at the respective addresses set forth herein and shall be sent by express courier or private courier with confirmation of receipt and shall be effective immediately upon receipt at the addresses set forth herein (unless the Parties are notified in writing of a change of address, in which case the notice shall be sent to the new address). -
This Agreement constitutes the entire understanding and agreement between the parties with respect to the transactions contemplated, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication between the parties concerning the subject matter hereof. Neither party is relying upon any warranties, representations, assurances, or inducements not expressly set forth herein. -
No waiver of any provision of this agreement or any rights or obligations of either party hereunder shall be effective, except pursuant to a written instrument signed by the party waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing. -
If the performance of this Agreement or any other obligation under this Agreement is prevented, limited, or hindered by causes beyond the reasonable control of either Party and if the Party unable to perform its obligations notifies the other Party in writing promptly, the obligations of the Party invoking this provision shall be suspended until such time as those circumstances so require: -
The term "force majeure" includes, but is not limited to, acts of God, fire, explosion, vandalism, flood, storm, sickness, injury, earthquakes, general unavailability of essential materials, orders of military or civil authorities, national emergencies, riots, strikes, lockouts, work stoppages or other labor disputes or supplier failures; -
The Party excused by such events shall do everything reasonably possible, having regard to the circumstances, to avoid or remove such causes of non-performance and shall proceed with due diligence whenever such causes are removed or have ceased; -
An act or omission shall be deemed to be within the reasonable control of a Party if it is committed, omitted, or caused by that Party or its employees, officers, agents, subsidiaries, or affiliates.
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No amendment or modification of this agreement, nor any waiver of any rights, will bw effective unless assented to in writing by the party to be charged, and the waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default. In the event that any provision of this agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby. -
The section and paragraph headings appearing in this agreement are inserted only as a matter of convenience and in no way define, govern, limit, modify or construe the scope or extent of the provisions of this agreement to which they may relate. Such headings are not part of this agreement and shall not be given any legal effect. -
This Agreement shall be binding upon and enure to the benefit of each party's successors and assigns. Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party; provided, however, the sale of a portion of the assets of either Party, or any of its subsidiaries, or its acquisition by merger into another company, shall not be deemed an assignment of this Agreement by that Party: -
It is further provided that the Party to be sold or acquired in accordance with the above provisions shall notify the other Party in writing of any such sale or acquisition within thirty (30) calendar days of closing; -
Any attempt to assign this Agreement other than in accordance with this provision shall be null and void.
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The Parties to this Agreement are independent contractors: -
Neither Party is an agent, representative, or partner of the other party; -
Neither Party has the right, power, or authority to enter into any agreement for or on behalf of the other party, or to incur any liability or bind the other Party in any manner whatsoever; -
This Agreement shall not be construed to create an association, joint venture, partnership, franchise, sales, representative, or working relationship between the Parties, nor shall it be construed to impose any partnership obligation or liability on either party; -
Each Party shall bear its own costs and expenses in the performance of this Agreement.
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In the event that any provision of this agreement conflicts with the law under which this agreement is to construed, or if any provision is held invalid by a court of competent jurisdiction, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties, and the remainder of this agreement shall remain in full force and effect. There shall be no presumption for or against either party as a result of such party being the principal drafter of this agreement. -
This Agreement shall be governed by provincial laws. Both Parties consent to the jurisdiction of the provincial, territorial and federal courts. The Parties agree that this choice of law, choice of venue, and choice of jurisdiction provision is not optional, but rather mandatory. -
This Agreement shall be signed by on behalf of _ _ _ _ _ _ _ _ _ _ _ _ _ by _ _ _ _ _ _ _ _ _ _ _ _ _, and on behalf of _ _ _ _ _ _ _ _ _ _ _ _ _ by _ _ _ _ _ _ _ _ _ _ _ _ _.
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Per:_ _ _ _ _ _ _ _ _ _ _ _(Seal) Sign: _ _ _ _ _ _ _ _ _ _ _ _ Name Title Date _ _ _ _ _ _ _ _ _ _ _ _ |