THIS PROMOTION AGREEMENT (the "Agreement") is effective as of the ________________ by and between _______________ a ____________with offices at ___________________ ("Institution") and Monkey Dough, Inc., a Florida corporation with offices at _____________ ("Monkeydough.com") (each hereinafter referred to individually as a "Party" or collectively as the "Parties").
WHEREAS Institution wishes to offer these membership discount services to its members, staff, students and/or subscribers in exchange for payment from Monkeydough.com of a per member subscription commission.
NOW, THEREFORE, for and in consideration of the foregoing, and the mutual covenants and agreements set forth herein, the Parties hereby agree as follows:
1. DEFINITIONS. The following terms shall be defined in the Agreement as follows:
a) "Institution Subscriber" shall refer to any person who subscribes to the Monkeydough.com service and pays the membership fee.
b) "Monkeydough.com Parties" shall mean Monkeydough.com and any of its affiliates, agents or successors in interest. For purposes of this Agreement, "Affiliate" shall mean any person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Monkeydough.
c) "Institution IP" shall mean any trademark, logo, symbol, image or graphic representation or any combination thereof, which belong to the Institution.
d) "Contract Term" refers to that period of time commencing on ______ (the “Start Date”) and terminating on _________(the “End Date”), unless sooner terminated or otherwise extended under this Agreement. The contract will automatically renew for additional one year terms which will become part of the Contract Term unless the contract is terminated as provided herein.
e) "Rights" shall refer to all of the Promotion rights, services, and other rights and benefits granted to Monkeydough.com in this Agreement.
2. PROMOTION AND GRANT OF RIGHTS. During the Contract Period:
a) Institution will promote, offer and endorse Monkeydough.com to its ___students/faculty/employees___. (“Institution Population”)
b) Monkeydough.com grants the Institution the non-exclusive right and license to Monkeydough.com’s trademarks in promoting its service. Such use of the Monkeydough.com trademarks are subject to Monkeydough.com’s quality control supervision. Any use which does not conform to Monkeydough.com’s use guidelines as they may be set from time to time is unauthorized and forbidden.
3. INSTITUTION BRANDED WEBSITE.
a) By initialing Accepted, Institution accepts the terms of this section and agrees to be bound by it. By initializing Rejected, institution rejects the terms of this Section and will not be bound by it.
b) the creation of a website specifically branded with Institution’s trademarks, colors, copyrights and logos which will promote Monkeydough.com’s discount services to Institution Subscribers. ("Institution Branded Website")
c) By indicating Accepted above, Institution grants to Monkeydough.com the non-exclusive right and license (the "License Rights") to use the any part or all of the Institution IP for the limited purpose of displaying them on an Institution Branded Website specifically intended to provide Monkeydough.com services to Institution Subscribers. The manner and quality of the use will be subject to the Institution’s approval.
d) Institution recognizes that Monkeydough.com will spend substantial efforts and incur costs creating the Institution Branded Website. Accordingly if Institution accepts the terms of this section it agrees that it may not terminate this Agreement without cause pursuant to section 8(b) of this Agreement during the first entire year that this Agreement is in effect.
e) Upon termination of this Agreement with or without cause, Monkeydough.com will shut down the Institution Branded Website and cease to operate. Monkeydough.com may continue to service Institution Subscribers who remain subscribed to the Monkeydough.com service but will not be obligated to pay Institution any further funds for their subscription and may no longer use Institution IP.
4. EXCLUSIVITY. Institution expressly agrees and undertakes that it will not sponsor, operate, endorse, use or offer to the Institution Population a service which competes with Monkeydough.com during the Contract Term.
a) Institution will receive a donation of _30% of the Discount Club’s Membership Payment___ for each member of the Institution Population that becomes an Institution Subscriber.
b) Monkedough.com will keep records of Institution Subscribers available for inspection by Institution for a period of three (3) year from the date of subscription.
c) Payments will be made by direct deposit into a Paypal Account. in U.S. currency by wire transfer to an account designated in writing by institution.
d) Payments will be made Per Calendar Month: On the 15th day of the month for all new Institution Subscribers who subscribed during the previous month
6. GENERAL OBLIGATIONS. During the contract period, Monkeydough.com and Institution:
a) shall not be involved in any conduct or activity that brings Institution or Monkeydough.com into disrepute or competition with each other;
b) shall not use each other’s Intellectual Property except as envisioned in this Agreement to execute the purposes of this Agreement;
c) shall not identify each other as related in any business or financial sense except through the terms of this Agreement;
d) shall not be involved in any conduct or activity that may harm Monkeydough.com or Institution or their name or reputation; and
e) will perform obligations under this Agreement to the best of Institution's and Monkeydough.com’s ability and in accordance with Monkeydough.com and Institution's reasonable discretion.
7. INSTITUTION'S TITLE. It is understood that Monkeydough.com shall not acquire and shall not claim title to the Institution IP adverse to Institution: by virtue of Institution's performance of the Institution SERVICES or the License Rights granted to Monkeydough.com; through Monkeydough.com's use of the Institution IP by Monkeydough.com at common law; nor under any provision of law in which a claim would accrue to Institution.
8. TERMINATION AND DEFAULT.
a) Termination For Breach. Institution may terminate this Agreement upon written notice to Monkeydough.com and ten (10) day opportunity to cure in the event that (i) any payment due under this Agreement is not made in a timely manner or that (ii) Institution IP is used by Monkeydough.com in any manner of which the Institution does not approve. Monkeydough.com may terminate this Agreement upon written notice to the Institution and ten (10) day opportunity to cure in the event that (i) the Institution fails to promote Monkeydough.com or that (ii) the Institution violates Monkeydough.com’s exclusive rights to its intellectual property including trademarks, copyrights and patents; or that (iii) the Institution falsifies the Institution Population. Either party may terminate this Agreement immediately upon notice if the other party (i) commences or becomes the subject of any case or proceeding under the bankruptcy or insolvency laws; (ii) has appointed for it or for any substantial part of its property a court-appointed receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official; (iii) makes an assignment for the benefit of its credits; (iv) fails generally to pay its debts as they become due; or (v) takes corporate action in furtherance of any of the foregoing (collectively, herein referred to as "Events of Insolvency"); (vi) or becomes the subject of an indictment for crimes involving fraud, minors or moral turpitude.
b) Termination At Will. Either party may terminate the Agreement upon ninety (90) days written notice to the other party.
c) Effect of Termination. Upon the termination of this Agreement for any reason (i) all payments that have accrued prior to the termination or expiration of this Agreement will be payable in full within thirty (30) days thereof and no other moneys will be due to the Institution from Monkeydough.com; and (ii) except as otherwise provided herein, Monkeydough.com shall promptly cease all use of any Institution IP.
d) Upon termination for any reason and for a period of one (1) year thereafter, Institution agrees that it will not offer a discount program or agree to have a third party offer a discount program to the Institution Population.
9. OTHER REMEDIES AND RIGHTS. The termination rights set forth above shall not constitute the exclusive remedy of the non-defaulting party.
10. CONFIDENTIALITY. The Parties understand that the contents of this Agreement are confidential, and that disclosure of same to any third party could be detrimental to the interests of one or both Parties. Therefore, the Parties agree not to disclose the terms of this Agreement without the prior written permission of the other party, other than to business advisors, legal and financial representatives. This provision will survive the termination of this Agreement.
11. FORCE MAJEURE. Notwithstanding anything else contained in this Agreement, neither Party will be liable for any delay in the performance of any of its obligations if such delay is caused by any reason wholly outside the control of the Party so delayed (a "Force Majeur Event"), subject to the obligation of the delayed Party to promptly notify the other Party in writing of the reasons for the delay and the likely duration of the delay. The performance of such Party's obligations will be suspended during the period that the Force Majeur Event persists and such Party will be granted an extension of time for performance equal to the period of the delay. If the delay referred to above exceeds sixty (60) days (or such other reasonable period taking into consideration the nature and cause of the delay), or if the delay is one which is not subject to reinstatement of performance, either Party may forthwith terminate this Agreement whereupon the Parties shall cease to be bound by their respective obligations under this Agreement with respect to the period after termination, and the Parties’ rights granted under this Agreement shall cease.
12. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties and cannot be altered or modified except by an agreement in writing signed by both parties. Upon its execution, this Agreement shall supersede all prior negotiations, understandings and agreements, whether oral or written, and such prior agreements shall thereupon be null and void and without further legal effect.
13. JOINT VENTURE. Nothing contained in this Agreement shall be construed as establishing an employer/employee relationship between Institution and Monkeydough.com. Neither Party shall have any power to bind the other in any manner whatsoever, other than as otherwise stated in this Agreement. This paragraph shall survive termination of this Agreement.
14. REPRESENTATIONS AND WARRANTIES.
a) Institution represents and warrants to Monkeydough.com that: (i) Institution is able to enter into and perform under this Agreement; (ii) by entering into and performing under this Agreement Institution is not, and shall not be in conflict with any prior obligations to third parties; and (iii) Institution will not assign or transfer any of the License Rights described in this Agreement.
b) Monkeydough.com represents and warrants to Institution that: (i) it is able to enter into and perform this Agreement; and (ii) by entering into and performing under this Agreement, it is not, and shall not be in conflict with any prior obligations to third parties.
15. WAIVER. The failure of Institution or Monkeydough.com at any time or times to demand strict performance of the other of any of the terms, covenants or conditions set forth herein shall not be construed as a continuing waiver or relinquishment of rights thereof, and either may at any time demand strict and complete performance by the other of said terms, covenants and conditions.
16. INVALIDITY. If any term, covenant, condition or provision of this Agreement or the application thereof to any person or circumstance, shall to any extent be held to be invalid, illegal, or unenforceable in any respect, the remainder of this Agreement, or application of such term or provision to a person or circumstance other than to those as to which it is held invalid, illegal, or unenforceable, shall not be affected thereby, and each term, covenant, condition or provision of this Agreement shall be valid and shall be enforced to the fullest extent provided by law.
17. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which will together constitute a single document.
18. CONSTRUCTION. The Parties acknowledge that this Agreement was negotiated between them and shall not be construed against either Party on the grounds of authorship.
IN WITNESS WHEREOF, the Parties execute this Agreement intending to be legally bound. This agreement goes into place as soon as your organization fills out our Partnership Agreement Form and clicks on accepts Terms and Conditions.