Free Brand Agreement

I. Introduction

This Brand Agreement (“Agreement”) is entered into as of [Date] by and between [Your Company Name], located at [Your Company Address], and [Second Party Company Name], located at [Second Party Company Address]. Both parties agree to the terms and conditions set forth below for the purpose of collaboration involving the [Brand Name].

II. Recitals

Whereas [Your Company Name] owns and manages the intellectual property rights of [Brand Name], a leader in sustainable fashion accessories; and

Whereas [Second Party Company Name] specializes in retail distribution and seeks to promote [Brand Name] products in its stores across the Southeast region of the United States.

Both parties wish to collaborate to enhance the market presence of [Brand Name] while ensuring high-quality standards and brand integrity.

III. Definitions

For the purpose of this Agreement:

1. "Brand" refers to [Brand Name], its trademarks, logos, and associated intellectual property.

2. "Territory" refers to the Southeast region of the United States, including but not limited to Florida, Georgia, and Alabama.

3. "Products" refers to [Product Category], such as eco-friendly handbags and wallets manufactured by [Your Company Name].

IV. Grant of Rights

[Your Company Name] grants [Second Party Company Name] a non-exclusive license to distribute, market, and promote [Brand Name] Products in the Territory.

This license includes the right to use the [Brand Name] logo and marketing materials in compliance with the guidelines provided in Exhibit B.

V. Obligations of the Parties

[Your Company Name]

1. Provide [Second Party Company Name] with marketing assets, product catalogs, and training materials to ensure consistent branding.

2. Guarantee the timely delivery of Products to meet demand within the Territory.

[Second Party Company Name]

1. Ensure that all displays, advertisements, and promotional materials adhere to the quality and aesthetic standards of [Brand Name].

2. Submit quarterly sales and marketing performance reports to [Your Company Name].

VI. Intellectual Property

All rights, title, and interest in the [Brand Name] trademarks and intellectual property remain the exclusive property of [Your Company Name].

[Second Party Company Name] agrees to notify [Your Company Name] of any unauthorized use, counterfeiting, or infringement of [Brand Name] within the Territory.

VII. Marketing and Promotion

[Second Party Company Name] will launch a regional marketing campaign, including digital advertising on social media platforms, in-store displays, and email marketing to promote [Brand Name].

All promotional materials must be approved by [Your Company Name] within five business days before publication to ensure alignment with the brand's messaging.

VIII. Financial Terms

[Second Party Company Name] agrees to pay a 10% royalty on gross sales of [Brand Name] Products sold in the Territory, payable quarterly.

Payments are to be made to [Your Company Name] via wire transfer to the designated account listed in Exhibit A, no later than 15 days following the end of each quarter.

IX. Confidentiality

Both parties are in agreement that they will maintain the confidentiality of all proprietary information that is exchanged under the terms of this Agreement. This responsibility to uphold the confidentiality of the said information will continue to be in effect even after the termination of the Agreement.

X. Representations and Warranties

[Your Company Name] warrants that it holds all rights necessary to license the Brand. [Second Party Company Name] warrants that it will not misuse the Brand or violate any applicable laws.

XI. Indemnification and Liability

[Second Party Company Name] agrees to indemnify [Your Company Name] for any claims arising from misuse of the Brand. Neither party shall be liable for indirect or consequential damages.

XII. Term and Termination

This Agreement begins on [Start Date] and remains in effect until [End Date] unless terminated earlier. Either party may terminate the Agreement with [00] days' written notice for cause or convenience.

XIII. Dispute Resolution

Any disputes arising under this Agreement will be resolved through [Arbitration] in accordance with the laws of [Jurisdiction]. Both parties agree to the exclusive jurisdiction of courts in [Location].

XIV. Miscellaneous

This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings. Amendments to this Agreement must be made in writing and signed by both parties.

XV. Signatures

By signing below, the parties agree to the terms of this Agreement:

[Your Name]

[Your Company Name]

[Date]

[Representative's Name]

[Second Party Company Name]

[Date]

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