MARKETING AGREEMENT

This Marketing Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE COMPANY], having registered office at [INSERT THE ADDRESS OF THE COMPANY] (hereinafter referred to as the “Company” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE SALES REPRESENTATIVE], having registered office at [INSERT THE ADDRESS OF THE SALE REPRESENTATIVE] (hereinafter referred to as the “Sales Representative” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Company” and the “Sales Representative” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Company is engaged in the business of [INSERT THE DESCRIPTION OF BUSINESS] and desires to engage the Sales Representative to promote their company’s products.
2. The Sales Representative is engaged in providing marketing and promotional services to the Company and possesses the necessary skills, expertise, qualifications to provide the requested marketing and promotional services.
3. The Company and Sales Representative mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. "Sales Representative" shall mean an individual that is officially enrolled and approved by the Company to participate in the marketing services, as outlined in this Agreement.
   2. “Qualifying Action” shall mean a specific action that a referred customer must take, as defined by the Company, such as making a purchase, subscribing to a service, or completing a specified action, in order for a Sales Representative to be eligible for a Commission.
   3. “Marketing Materials” shall mean any and all promotional content, including but not limited to banners, links, images, videos, text, and advertisements provided by the Company to Sales Representative for the purpose of promoting the Company's products or services.
   4. Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement, whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   5. “Intellectual Property” refers to any patents, trademarks, service marks, trade names, copyright, trade secrets, know-how or other intellectual property rights, applications, registrations mentioned in this agreement thereof.
2. MARKETING SERVICES
   1. The Sales Representative agrees to provide the marketing services to the Company in accordance with the following specification and requirements [INSERT THE REQUIREMENTS AND SPECIFICATIONS TO BE PROVIDED BY SALES REPRESENTATIVES].
   2. Any additional service shall require a prior written mutual agreement.
3. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
4. PAYMENT AND COMMISSIONS
   1. The Commission shall be calculated based upon the Sales Representative marketing efforts and successful qualifying action; the Company shall pay [INSERT PERCENTAGE OF SALE THAT IS TO BE GIVEN TO THE SALE REPRESENTATION] of sale to the Sales Representative as commission.
   2. The Company reserves the right to modify the commission structure at its own discretion with prior notice to the Sales Representative.
   3. All Commissions and payments will be made in [INSERT THE CURRENCY IN WHICH PAYMENT WILL BE MADE]. The Sales Representative is solely responsible for any taxes or fees associated with their Commission earnings, in accordance with applicable laws.
   4. The Company reserves the right to withhold or delay payments to the Sales Representative in cases where suspected fraudulent activity, violations of the Agreement, or other breach of terms are detected. The Company's decision in such matters shall be final and binding.
   5. Upon termination of this Agreement, any earned but unpaid Commissions shall be paid to the Sales Representative within [INSERT THE NUMBER OF DAYS WITHIN WHICH EARNED BUT UNPAID COMMISSION SHALL BE PAID TO SALES REPRESENTATIVE] after the effective date of termination.
5. OBLIGATIONS OF THE SALE REPRESENTATIVE
   1. The Sales Representative shall use the Company’s products only for marketing and promotional services in a professional and ethical manner, adhering to all applicable laws and regulations.
   2. The Sales Representative shall maintain the integrity of all marketing materials and not change, adapt, reword or alter in any manner the content thereof without the prior written consent of Company.
   3. The Sales Representative shall provide accurate and complete information to the Company as requested for the purpose of tracking and reporting Qualifying Actions. The Sales Representative shall promptly communicate any issues, concerns, or discrepancies to the Company.
   4. The Sales Representative shall exercise due-care and skill in executing the tasks and perform adhere to industry best practices. The Sales Representative shall keep a record of all the services performed and provide such documentation to the Company upon request.
   5. The Sales Representative shall not disclose any confidential information of the Company to any third-party without the prior permission of the Company.
6. PAYMENT AND COMMISSIONS
   1. The Commission shall be calculated based upon the Sales Representative marketing efforts and successful qualifying action; the Company shall pay [INSERT PERCENTAGE OF COMMISSION THAT NEEDS TO BE GIVEN SALE REPRESENTATION] % of sale to the Sales Representative as commission.
   2. The Company reserves the right to modify the commission structure at its own discretion with prior notice to the Sales Representative.
   3. All Commissions and payments will be made in [INSERT THE CURRENCY IN WHICH PAYMENT WILL BE MADE]. The Sales Representative is solely responsible for any taxes or fees associated with their Commission earnings, in accordance with applicable laws.
   4. The Company reserves the right to withhold or delay payments to the Sales Representative in cases where suspected fraudulent activity, violations of the Agreement, or other breach of terms are detected. The Company's decision in such matters shall be final and binding.
   5. Upon termination of this Agreement, any earned but unpaid Commissions shall be paid to the Sales Representative within [INSERT THE NUMBER OF DAYS WITHIN WHICH EARNED BUT UNPAID COMMISSION SHALL BE PAID TO SALES REPRESENTATIVE] after the effective date of termination.
7. REPRESENTATION AND WARRANTIES
   1. The Company represents and warrants that it is duly organized and validly existing under the laws of its jurisdiction and has the legal authority to operate its business and offer its products or services.
   2. The Sales Representative represents and warrants that it possesses the legal capacity and authority to enter into this Agreement and to fulfill its obligations hereunder.
   3. The Sales Representative represents and warrants that its participation in the marketing services and for the promotion of the Company's products or services will not violate any applicable laws, regulations, or contractual obligations.
   4. Both Company and Sales Representative represent and warrant that each Party has full power, authority and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement. No other consents are necessary to enter into or perform this Agreement.
   5. Both parties mutually represent and warrant that they will not engage in any actions or activities that would cause the other party's reputation or business to be negatively affected.
8. CONFIDENTIALITY
   1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   3. Parties agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
   5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
9. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
   1. The Sales Representative covenants that it will not claim any right, title or interest whether at law or in equity or in any Intellectual Property of the Company’s business and that the Company shall be the sole, exclusive and absolute owner of all.
10. TERMINATION
    1. Either party may terminate this Agreement for material breach on [INSERT THE NUMBER OF DAYS TO SEND NOTICE OF TERMINATION] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
       1. this Agreement provides a specific date or period for performance of the obligation breached; or
       2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
    2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
    3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
11. INDEMINIFICATION
    1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
12. LIMITATION OF LIABILITY
    1. In no event shall either party be liable to the other party for any indirect, incidental, consequential, special or exemplary damages, including without limitation, business interruption, loss of or unauthorized access to information, damages for loss of profits, incurred by the other party arising out of the services provided under this agreement, even if such party has been advised of the possibility of such damages, In no event will neither party’s liability on any claim, loss nor liability arising out of or connected with this agreement shall exceed the amounts paid to the Sales Representative by Company.
13. DISPUTE RESOLUTION
    1. The Parties shall endeavour to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
14. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY WHOSE LAWS WILL BE APPLICABLE].
       1. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       2. By direct negotiations between the Sales Representative and Company. 
    2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE THAT SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
15. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
16. NON DISPARAGMENT
    1. The Parties agree that neither they nor any of their representatives, agents, employees, or affiliates shall, directly or indirectly, make or publish any statements, comments, or communications, whether orally, in writing, or electronically, including through any channel such as social media platforms, websites, forums, or other public or private means, that disparage, defame, or negatively portray the other Party, its business, products, services, employees, or reputation.
    2. This clause does not prohibit a Party from making truthful statements when required by law, regulation, or valid court order, provided the Party uses reasonable efforts to provide prior notice to the other Party, to the extent permitted by law.
17. NON-COMPETE
    1. During the term of this Agreement and for a period of [INSERT THE DURATION FOR WHICH THE NON-COMPETE CLAUSE WILL APPLY, e.g., 12 months] following its termination or expiration (the "Restricted Period"), [INSERT THE PARTY THAT SHALL NOT COMPETE] shall not, directly or indirectly, engage in, own, manage, operate, control, be employed by, consult for, or otherwise participate in any business that competes with the products or services provided by the other party. within the geographical area of [INSERT THE GEOGRAPHICAL REGION WITHIN WHICH THE NON-COMPETE CLAUSE APPLIES]. Both parties agree that the scope, duration, and geographical limitations of this non-compete clause are reasonable and necessary to protect the legitimate business interests of [INSERT THE NAME OF PARTY THAT IS PROTECTED UNDER NON-COMPETE CLAUSE]. [INSERT THE NAME OF PARTY THAT IS PROTECTED UNDER NON-COMPETE CLAUSE] shall have the right to seek injunctive relief and any other remedies available at law or in equity to enforce this non-compete clause in the event of a breach or threatened breach by the other party.
18. NON-SOLICITATION
    1. During the term of this Agreement and for a period of [INSERT THE DURATION FOR WHICH THE NON SOLICIATION CLAUSE WILL AP, e.g., 12 months] following its termination or expiration (the "Restricted Period"), [INSERT THE PARTY THAT SHALL NOT SOLICIT] agrees not to, directly or indirectly:
    2. Solicit, induce, or attempt to solicit or induce any employee, contractor, or agent of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] to terminate their relationship with [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] or to join any business or entity associated with [INSERT THE PARTY THAT SHALL NOT SOLICIT].
    3. Solicit, induce, or attempt to solicit or induce any customer, client, or business partner of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] with whom [INSERT THE PARTY THAT SHALL NOT SOLICIT] had contact or became aware of during the term of this Agreement, for the purpose of diverting business or engaging in a competing activity.
    4. Both parties agree that the duration, scope, and terms of this non-solicitation clause are reasonable and necessary to protect the legitimate business interests of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE].In the event of a breach or threatened breach of this clause, [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] shall be entitled to seek injunctive relief and any other legal or equitable remedies available, without the requirement to post bond or other security.
19. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
       1. If to the Company: [INSERT THE EMAIL ID OR/AND ADDRESS OF COMPANY]
       2. If to the Sales Representative : [INSERT THE EMAIL ID OR/AND ADDRESS OF SALES REPRESENTATIVE]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
20. RELATIONSHIP OF PARTIES
    1. It is understood and agreed that this Agreement does not create a fiduciary relationship between Sales Representative and the Company shall be of independent contractors, and that nothing in this Agreement is intended to make either party a general or special agent, legal representative, partner or employee of the other for any purpose or to grant either Sales Representative or Company the right to direct or supervise the daily affairs of the other. Company acknowledges and agrees that during the term of this agreement the Sales Representative may hire assistants or sub-contractors to perform the Marketing services. The Company shall not withhold any taxes or any amount or payment due to the Sales Representative and which it owes to the Sales Representative in regard to the services rendered by it to the Company.
21. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
22. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions.
    3. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
23. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Sales Representative

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF SALES REPRESENTATIVE]

Signature:

Date: [INSERT THE DATE ON WHICH SALES REPRESENTATIVE SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Company

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF COMPANY]

Signature: 

Date: [INSERT THE DATE ON WHICH COMPANY SIGNS THE AGREEMENT]