분야
docThis Marketing Cooperation Agreement
("Agreement") is made as of _________(M/D/Y) by and between AAA,
Inc., a _________(STATE) corporation , and BBB, Inc., a _________(STATE)
corporation.
RECITALS
A. Pursuant to that certain Stock Purchase Agreement
between AAA and BBB dated as of _________(M/D/Y) (the "Stock Purchase
Agreement"), BBB has concurrently herewith sold, assigned, transferred,
conveyed and delivered to BBB certain shares.
B. AAA and BBB are also parties to a Stockholder Agreement dated as of
_________(M/D/Y)(the "Stockholder Agreement"), pursuant to which BBB
and the Company establish certain terms and conditions concerning BBBs
investment in AAA and AAAs corporate governance.
C. Both AAA and BBB believe that, in order to form a successful strategic
alliance that will enhance the overall competitive position of each party
without limiting the competition which may exist between them, AAA and BBB
shall participate in a variety of mutually satisfactory marketing cooperation
efforts designed to achieve maximum market penetration for both parties.
NOW, THEREFORE, in consideration of the foregoing premises and the covenants
set forth in this Agreement, AAA and BBB hereby agrees as follows:
Article 1.DEFINITIONS
Capitalized terms used in this Agreement without definition
shall have the respective meanings accorded to them in the Stockholder
Agreement.
Article 2.SCOPE OF COOPERATION
2.1
Cooperation Efforts. Under this Agreement and in a manner consistent with all
applicable laws and regulations, each of AAA and BBB shall participate in a
variety of mutually satisfactory marketing cooperation efforts designed to
expand the market penetration of each of AAA and BBB through, among other things:
(i) the expansion of distribution bases or channels; (ii) the possible use of
co-branding or housebrand strategies for certain products; and (iii) the
possible coordination of promotional activities. Notwithstanding the foregoing,
the parties agree that the terms of any transaction or series of related
transactions between AAA and BBB arising from or relating to any such marketing
cooperation efforts (collectively, "Marketing Transactions") shall be
subject to the provisions of Section 5.3 of the Stockholder Agreement.
2.2
Marketing Cooperation Conference. Without limiting the generality of the
foregoing, the parties agree that a marketing conference shall be held at least
once every ninety (90) days to identify marketing cooperation opportunities.
BBB shall host the first such conference within three (3) months of the date
hereof. Thereafter, each party shall alternate hosting every other such
conference held throughout the term hereof. Such conference size, format (in
person, video conference or teleconference), topics and schedule will be
decided between the parties.
Article 3.CONFIDENTIALITY
3.1
Definition. The term "Confidential Information" shall mean any
information disclosed by one party (the "Disclosing Party") to the
other party (the "Receiving Party") concerning the operations and
affairs of the Disclosing Party or its Affiliates in connection with the
performance of this Agreement or any Marketing Transaction.
3.2
Confidentiality Obligations. Receiving Party and its Affiliates will treat and
hold as such, and except as contemplated by any Marketing Transaction, will not
use for the benefit of themselves or others, any Confidential Information.
Receiving Party and its Affiliates shall not disclose such Confidential
Information to any third party during the term of this Agreement or at any time
thereafter. The Receiving Party shall only permit disclosure of the
Confidential Information to the Receiving Partys directors, officers,
employees, agents and advisors who have a need to know (it being agreed that
such directors, officers, employees, agents and advisors shall be informed by
the Receiving Party of the confidential nature of such information and that by
receiving such information they are agreeing to be bound by this Agreement) and
shall not use the Confidential Information for any purpose other than the
purpose contemplated by this Agreement.
3.3
Exceptions. The confidentiality obligations set forth in this Article 3 shall
not apply to any information which:
(a) is
rightfully in the possession of the Receiving Party prior to receipt from the
Disclosing Party; or
(b) is
rightfully received by the Receiving Party from a third party without the
breach of any restriction on disclosure; or
(c) is
disclosed pursuant to applicable laws, regulations or court order, provided
that the Receiving Party shall give the Disclosing Party prompt notice of such
request so that the Disclosing Party has an opportunity to defend, limit or
protect such disclosure; or
(d) is
established to be in the public domain other than as a consequence of a breach
of an obligation undertaken not to disclose the information; or
(e) is made
public by the Disclosing Party.
Article 4.TERM
The term of this
