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Ladybugz Interactive Website Design Agency, Boston MA

Reciprocal Marketing Agreement

April 25, 2024

Understanding: Both parties to this Agreement provide marketing services on a contract basis. While the parties to this Agreement may compete for clients from time to time, it is also recognized that there may be cases where it will be a better business practice to collaborate than to compete or to refer prospective clients to the other party. In the case of collaboration or referral, the reduced cost of client acquisition will be reflected in the form of a “reciprocity fee” that approximates marketing expenses, sales commissions, referral fees, or other selling costs that might otherwise be incurred in the normal course of business. The intention of the parties is that client costs will not increase as a result of this Agreement, as marketing and selling costs are already reflected in established pricing and policies.
Obligations: On a reciprocal basis, both parties agree to use commercially reasonable efforts to identify prospective client leads for each other that meet the criteria set forth on Exhibit A hereto and confirm them in writing. both parties agree to cooperate and collaborate with each other by providing additional information or sales assistance that may be reasonably required to confirm that the prospective client leads meet the criteria requirements of Qualified Leads status.
Reciprocity Fee: When a Qualified Lead identified by one of the parties to this Agreement becomes a client of the other party, a reciprocity fee shall be earned by the party who provided the Qualified Lead. Specifically, a reciprocity fee of ten percent (10%) of the net revenue of the initial project (before tax, shipping, postage, travel expense, discounts, and outside purchases) will be paid within ten (10) days of full payment of each invoice once payment of fees is collected (and not before) from end-client on behalf of each party for a minimum period of two (2) years from the date of the first invoice issued. While the required payment of this reciprocity fee expires at the end of two years, by approval of both parties, it may be extended if deemed in the mutual best interest of both parties. If a Qualified Lead submitted by one of the parties has not been contacted to become a client of the other within six months of the referral, either party may notify the other that they will no longer be entitled to a reciprocity fee if and when the Qualified Lead becomes a client in the future.
Term: This Agreement shall become effective on the above date and shall continue for a period of one (1) year unless terminated earlier. Renewal is automatic unless terminated with a fifteen (15) day notice of either party.
Termination: This Agreement shall be effective until terminated. This Agreement will terminate automatically if one of the parties fails to cure any material breach of this agreement within fifteen (15) days of receiving written notice of such breach or immediately upon receiving notice of a breach in the case of a breach of the provision concerning confidentiality, at which time either party may terminate the agreement without recourse. Both parties agree to tender any reciprocity fees owed to the other pursuant to the terms and conditions of this Agreement.
Liability Upon Termination: Should this Agreement or any portion thereof expire or be terminated for any reason, neither party will be liable to the other because of such expiration or termination for compensation, reimbursement, or damages on account of expenditures, investments, leases, or commitments in connection with the business, or for any other reason whatsoever flowing from such termination or expiration.
Cessation of Marketing: Should this Agreement be terminated or expire, all rights granted to the parties in this Agreement respecting marketing and promotion of products and services shall immediately cease.
Confidential Information: Each party acknowledges and anticipates that it will disclose, in connection with, and solely for the purposes of rendering performance under this agreement, certain confidential information and/or proprietary information to the other party which may or may not be marked “Confidential” or “Proprietary” bur should be construed to be so, concerning the other party’s operations, products, pricing, sales and marketing plans, promotions, customers, clients, partners, personnel, and other non-public information. Each party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this Agreement, disclose to any third party (except as required by law or to that party’s attorneys, accountants, or other advisors as reasonably necessary), any of the other party’s confidential information and will take reasonable precautions to protect and preserve the confidentiality of such Confidential Information and not disclose such Confidential Information during the term of this Agreement and for three (3) years thereafter.
Non-competition and Non-piracy: Each party agrees not to solicit or secure a direct relationship with clients of the other party or to attempt to recruit, hire, or contract with employees of the other party for a period of twelve (12) months after this agreement has been terminated for any reason, with or without cause. “Client” is defined as any individual or entity that has engaged in business with the other within the past twenty-four (24) months prior to the termination of this Agreement. The parties to this Agreement agree that “solicit” includes any response to any request (including “request for proposal”) by any employee, partner, or owner to provide competing services.
Remedies: In the case of breach or threatened breach of any of these covenants, legal action may be pursued by either party to this Agreement, including but not limited to a preliminary or permanent injunction and money damages insofar as they can be determined. It is also agreed that in the case of breach or threatened breach of any of these covenants, either party may make public and inform customers, clients, competitors, and contractors of the existence and provisions of these covenants.
Limitation of Liability: In no event will either party to this Agreement be liable for any lost revenue, lost profits, replacement of goods, loss of technology, rights, or services, incidental, punitive, indirect, or consequential damages arising from or related to this Agreement, even if advised of the possibility of such damages, whether under the theory of contract, tort (including negligence), strict liability or otherwise.
Relationship of Parties: Both parties to this Agreement expressly understand and agree they are independent contractors in the performance of each and every part of this Agreement, and each is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection. This Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations from the other’s behalf. Nothing in this Agreement shall be construed in any way to require the other party to sell products or provide services to any customer, client, or Qualified Lead. Each party reserves the right to determine whether and under what terms it will sell products or provide services to any potential client.
Survival: The provisions of this Agreement that, by their sense and context, are intended to survive performance by either or both parties (including without limitation and obligations pertaining to confidentiality) shall also survive the completion, expiration, or termination of this Agreement for a period of three (3) years.
Indemnification: Each party to this Agreement shall indemnify, defend, and hold harmless the other against all damages, including costs and attorney’s fees, arising from demands, claims, or legal action by any third party based upon any claim that products or services provided infringe any copyright, trademark, patent, trade secret, or other intellectual property rights of a third party.
Miscellaneous: This Agreement is made under and will be governed by and construed in accordance with the laws of Suffolk County in the state of Massachusetts, United States of America (except that body of law controlling conflicts of law). This Agreement may be executed in counterparts, each of which will be deemed original, but both of which together shall constitute one and the same agreement.
General: This Agreement is neither assignable nor transferable by any party without the consent of the other; any attempt to do so will be void. Any notice, report, approval, or consent hereunder shall be in writing. No failure or delays in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings, and agreements, written, oral, and electronic regarding such subject matter.

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July 19, 2022 12:09 pm EDT

Reciprocal Marketing Agreement Uploaded by Lysa Miller - billie@ladybugz.com IP 75.136.67.31