A marketing collaboration agreement, often referred to as a joint marketing agreement or a cooperative marketing agreement, is utilized when two companies wish to team up to perform a joint marketing or promotional campaign. These contracts can clearly define the responsibility and obligations to avoid misunderstandings between the companies. A co-marketing agreement should be used if:

  • You wish to place your products in another business to increase sales
  • You run a joint marketing campaign or promotion with another business

The co-marketing agreement will specify how the two businesses will exchange

  • Materials
  • Tools
  • Training

The agreement will also define the percentage of sales that each business will take from the sale of the products. Some businesses enter into this type of agreement to reduce the costs of advertising and marketing by sharing the expenses with another company. The businesses will have to agree on a territory, payment, and how disputes will be handled.

Co-Marketing Agreement

The agreement defines the relationship between the companies and the terms and conditions of the cross-promotion they are embarking on. A co-marketing agreement can also be used when two organizations would like to promote each other's products and services or after a Memorandum of Understanding has been signed, but their formal relationship has yet to begin.

Both parties will need to sign the agreement. The agreement will formally create the relationship so that they can begin to embark on their promotion of joint marketing venture. All agreements should include:

  • The details of the collaboration
  • Fees and expenses that will need to be paid
  • Protection of Intellectual property and license to brand marks
  • Confidentiality
  • Limitations of liability
  • Indemnity
  • Terms and conditions

Since both companies will most likely need to use trademarked or copyrighted information, it is important that the protection of that intellectual property, as well as the permissions and restrictions involved in using it by both parties, is acknowledged.

There are multiple other documents that should be included in an agreement if they are necessary to the products and services being offered. Some of the additional documents you should consider drafting are:

  • Nondisclosure and Confidentiality Agreements - This will protect sensitive of protected information of a company.
  • Contractor/Consulting/Services Agreement - This will be an agreement between persons who provide service but are not considered employees of the company.
  • Intellectual Property Transfer, Assignment, and Release – This release will allow others to use the intellectual property for the other company.

Sections of a Co-Marketing Agreement

The details of a co-marketing agreement will vary from product to product and service to service. There are some common sections that should be included in every co-marketing agreement. Those sections include:

  • The co-marketing relationship - The names of the two parties and their relationships should be defined.
  • Territory - This section will detail the territory that the promotion or joint marketing effort will cover for each company.
  • Co-marketing activities - This section will be one of the most lengthy and will involve the activities that will go into the promotion or marketing partnership. This section will include the interactions between sales representatives, how sales meetings will be handled and their frequency, who will act as the co-marketing coordinator, how sales calls will be handled, publicity, training, logos, and trademarks used demonstrations and conferences that will be attended.
  • Contracting - This will list out what each party has been contracted to do and what obligations they are under.
  • Expenses - The expense section will detail the costs and expenses that the partnership will incur and who will be responsible for them.
  • Term and termination - The contract should have a term that is defined as well as procedures for termination is allowed.
  • Trademarks - This section is important to allow each company to be able to use protected intellectual property such as trademarked material without risk of infringement.
  • Limitation of liability - The liability section will provide each party with protection from the others actions in regards to third parties.
  • Confidential information - In this section, you would want to outline what information is proprietary and other information that needs to be protected.

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