Advertising services agreement
DRAFT AGREEMENT FOR REVIEW. Complete the party details and dates and agree the terms before signing. | AGREEMENT This Agreement is made on ________ by and between “Client” and “Contractor” (each a “Party” and collectively, the “Parties”) set forth below: Contractor | Contractor | Contractor | | Address: | Street: | Address: | City: | Address: | Country: | Client | Client | Client Company | | Address | Street | Address | Zip code/Cite | Address | Country | Subject of the Agreement Client desires to receive advertising and/or promotional services (“Services”) from Contractor and Contractor is willing to provide such Services. Contractor undertakes to transfer onto Client the entirety of the author`s economic rights for the Services, which constitute works within the meaning of the Act of 4 February 1994 on Copyright and Neighbouring Rights. In consideration of the mutual promises contained herein, the parties agree as follows: Ownership. As between Contractor and Client, Contractor is the sole and exclusive owner of any and all Contractor Products and its Intellectual Property Rights contained therein. Contractor Products and our intellectual property includes all aspects of our technology, including any software or applications developed or created by us (or on our behalf) that can access or communicate with your servers or systems using our or your API specifications. “Intellectual Property Rights” means any and all rights existing from time to time in any jurisdiction under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, or other similar rights existing anywhere in the world. Trademark License. Client grants Contractor a non-exclusive, royalty-free, transferable, sub-licensable, irrevocable right and license, to use and reproduce Client’s trademarks and intellectual property (the “Trademarks” or “Intellectual Property”) in any reasonable manner in connection with the advertising, promotion and marketing required to achieve the Services in this Agreement. This License will be terminated immediately upon termination of this Agreement. Obligations Client Representation. Client represents and warrants to Contractor that: (1) Client is the sole owner of its Intellectual Property; (2) its Intellectual Property does not violate any patent, copyright, trademark, trade secret, or other rights of any third-party, and (3) Client has full the right to enter into this Agreement, is authorized to grant the rights set forth herein, and that the consent of no other party is necessary. 2.Payment Terms Billing and Payments will be done on a monthly basis. The total amount of invoice is due by pre-payment before the commencement of services. Contractor issues an invoice for payment. The currency of the Agreement and payments is US dollar. 3.Liability of the Parties The Parties have agreed that in view of use by the Parties, when acting hereunder, of the communication channels, data centers, computer hardware, as well as communication protocols, the Parties' relations hereunder may be affected by certain events beyond the Parties' reasonable control. Therefore, the Parties have agreed that neither Party hereto shall be liable for any losses inflicted to the other Party in the cases, as follows: (1) Should any losses be inflicted as a result of unavailability (impossibility to set up, termination, etc.) of the communication channels between the target pages due to the fault of the telecommunication companies, Internet providers and other intermediaries, as well due to any failures in operation of the hardware (computers, communication lines); (2) Should any losses be inflicted as a result of imposing the governmental control (or control by any other organizations) over business of commercial organizations in the Internet and (or) establishing by the said entities of any one-time restrictions preventing fulfillment hereof. 4. Force Majeure Circumstances The Parties shall be released from any liability for partial or full failure to comply with their obligations hereunder, if such failure is caused by operation of any insuperable force circumstances (force-majeure) beyond the Parties' reasonable control. A Party prevented from fulfilling its obligations hereunder due to the Force Majeure shall immediately inform the other Party of the Force Majeure occurrence, but in any case no later than 7 calendar days after such Force Majeure occurs, and provide the relevant supporting documents, i.e., the certificates issued by the competent authorities. Any failure to give a force majeure notice on time and (or) improper provision thereof shall deprive a relevant Party of its right to be released from liability hereunder for failure to comply with its obligations due to such Force Majeure. Should Force Majeure continue for more than 1 (one) month, each of the Parties shall be entitled to early terminate this Agreement or any part hereof. In such case, the Parties shall pay for the services actually delivered by the Contractor before termination hereof. 5. Confidentiality Each Party undertakes that it will not at any time disclose to any person not explicitly mentioned in this Agreement, except its professional representatives or advisors (provided that such professional representatives or advisors are also bound by confidentiality provision which provide the same or higher degree of legal protection) or as may be required by law or any legal or regulatory authority, the terms and conditions of this Agreement or any confidential information concerning the business or affairs of the other Party (including the other Party’s affiliates) which is disclosed to it by the other Party. If such disclosure is required by law or any legal or regulatory authority, the Party required by the authority shall give the other Party written notice of such disclosure as soon as possible prior to making the disclosure and upon request, shall assist the other Party in obtaining legal protection to the reasonable extent. 6. Term of the Agreement and the Disputes Settlement Procedure This Agreement shall become valid and effective from the date of its signing by the Parties and shall remain in force until 31.12.2017, unless otherwise stipulated hereby. Expiration of the effective period hereof shall not release the Parties from their liability for violations occurred while this Agreement was valid and effective, nor shall is release the Parties from fulfilling their respective obligations hereunder. Amendment and (or) termination of this Agreement shall be effected by the Parties following the procedure stipulated by the applicable laws of Ukraine and shall be made in the form of a relevant bilateral deed, unless otherwise stipulated hereby. Any disputes arising between the Parties shall be resolved pursuant to the applicable laws of Ukraine. CONTRACTOR | CLIENT Name: | Name: | Title: Signature: | Signature: Date: | Date:
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