Digital Marketers Assemble (Strategic Alliance Agreement Template)
Happy Tuesday Y'all. I hope everyone had a relaxing few days. We previously talked about teaming up as marketers to handle larger projects or referring clients to each other (should it not be in our niche). I've participated in many models; from partnerships to white labeling. The key is having a good contract which defines everyone's responsibilities and where the line in the sand is. No contract is perfect, but it can help. Here's a Strategic Alliance Agreement Template I use. Feel free to edit and repurpose.
STRATEGIC ALLIANCE AGREEMENT
This Strategic Alliance Agreement (the "Agreement") is made and effective the ____________________
Guttulus LLC, a company organized and existing under the company laws of STATE, with its head office located at: ADDRESS
MTG LION LLC, a company organized and existing under the company laws of STATE, with its head office located at: ADDRESS
In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:
This Agreement is entered into in contemplation of the following facts and circumstances:
1.1 OBJECTIVES. Guttulus and MTG LION desire to establish an arrangement whereby they can in the future jointly offer such marketing services, products and technology as they may possess to prospective users of the marketing services, products and/or technology the parties may offer with particular emphasis on DESCRIBE CUSTOMERS ("CUSTOMERS") pursuant to terms, conditions and prices mutually agreed upon by the parties in advance of entering any contract with a Customer.
1.2 PURPOSE. This Agreement sets forth the provisions and conditions pursuant to which either party may identify and advise the other party of a mutually beneficial business opportunity.
2 SCOPE OF AGREEMENT. The parties specifically acknowledge and agree that this Agreement shall not apply to any work or contracts that commenced prior to the date of this Agreement, unless the parties otherwise agree in writing.
3.1 REPRESENTATIVES. Each party shall designate one or more authorized representatives to interact with the other for purposes hereof ("REPRESENTATIVE") until such time as either party notifies the other of its decision to designate a new Representative.
3.2 REVIEW OF OPPORTUNITIES. The parties' Representatives may select and submit to the other for its consideration such business opportunities identified by a party that the party believes may be of mutual interest and the Representatives shall jointly determine whether to pursue such business opportunity together. If the parties determine to pursue an opportunity jointly, they also shall determine the terms, conditions and prices that will be offered to the prospective Customer and the strategy by which the parties will attempt to acquire the business
3.3 APPROVAL OR REJECTION OF STRATEGIC ALLIANCE APPLICATION. Guttulus reserves the right to approve or reject any application of this contract.
3.4 COOPERATION. If the parties pursue a business opportunity jointly, each party shall utilize commercially reasonable efforts to market and obtain the targeted business; PROVIDED, HOWEVER, that the parties shall coordinate their activities so as to provide a unified presentation to the prospective Customer.
4. BUSINESS DEVELOPMENT COMMITMENT. During the first two (2) years of this Agreement, Guttulus and MTG LION agree to confer, develop, fund (either through the utilization of internal personnel, resources, facilities, equipment, products and/or other assets or by contributing cash) and implement mutually acceptable business development plans approved in advance in writing by Representatives.
5. COMPLIANCE WITH LAW. Each Party agrees that in carrying out its duties and responsibilities under this Agreement, it will neither undertake, nor cause nor permit to be undertaken any activity which either (a) is illegal under any laws, decrees, rules or regulations in effect in the United States, any state or territory or in any other applicable jurisdiction, or (b) would have the effect of causing the other party to be in violation of any laws, decrees, rules or regulations in effect in the United States, any state or territory or in any other applicable jurisdiction.
6. ENFORCEMENT. It is understood and intended that each restriction mentioned in this Agreement shall be construed as separable and divisible from every other restriction, and that the unenforceability of any one restriction shall not limit the enforceability, in whole or in part, of any other restriction, and that one or more or all of such restrictions may be enforced, in whole or in party, as the circumstances warrant.
7. OWNERSHIP OF PRODUCTS AND WORK PRODUCT. Any patent, trademark, copyright or intellectual property right in any software, software enhancements, products, services, technology, inventions, proprietary information or work product (“PRODUCTS") produced or created solely by one party as a result of the activities contemplated by this Agreement shall be the sole and exclusive property of such party.
8. CONFIDENTIAL AND/OR PROPRIETARY INFORMATION. The parties anticipate that under this Agreement it may be necessary for either to transfer to the other information of a confidential and/or proprietary nature ("CONFIDENTIAL INFORMATION"). Confidential Information shall be clearly identified by the disclosing party at the time of disclosure either by being marked with a legend clearly indicating that it is confidential or proprietary and all oral information that is reduced to writing and is identified as being confidential or proprietary and such writing is given to the recipient within fifteen (15) days of the date of the oral disclosure. Any information otherwise provided shall be deemed to not be confidential or proprietary.
9. DISPUTE RESOLUTION. If a dispute arises between Guttulus and MTG LION over this contract both parties agree that the dispute will not be resolved by lawsuit. Instead, Guttulus and MTG LION will work out the dispute, then, upon request by either party, the dispute will be resolved by arbitration conducted by the American Arbitration Association. Judgment upon any reward rendered by the arbitrator may be entered in any court of competent jurisdiction.
10. ENTIRE AGREEMENT. If any provision of this agreement is held in whole or in part to be unenforceable for any reason, the remainder of that provision and of the entire agreement will remain in effect.
11. APPLICABLE LAW AND JURISDICTION. The AGREEMENT is subject to the governing laws of the State of Texas. Any action regarding this AGREEMENT must be brought in Houston, Texas.
12. MODIFICATIONS. Modifications to the contract should be approved by both parties.
13. IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first above written.
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