Co-Branding Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Co-Branding Agreement

This Co-Branding Agreement (the 'Agreement') is made and entered into on this {{day}} day of {{month}}, {{year}}, by and between:

{{First_Company_Name}}, a company incorporated under the laws of [Country, e.g., Nigeria] with its principal place of business at {{First_Company_Address}} (hereinafter referred to as 'Partner A'); and

{{Second_Company_Name}}, a company incorporated under the laws of [Country, e.g., Kenya] with its principal place of business at {{Second_Company_Address}} (hereinafter referred to as 'Partner B').

Partner A and Partner B are hereinafter collectively referred to as the 'Parties' and individually as a 'Party'.

Recitals

WHEREAS, Partner A is engaged in the business of {{Partner_A_Business_Description}} and owns the brand(s) {{Partner_A_Brand_Name(s)}};

WHEREAS, Partner B is engaged in the business of {{Partner_B_Business_Description}} and owns the brand(s) {{Partner_B_Brand_Name(s)}};

WHEREAS, the Parties desire to collaborate in a co-branding initiative to {{Purpose_of_Co-Branding_Initiative}} (the 'Co-Branding Initiative');

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Scope of Co-Branding Initiative

1.1. The Parties shall jointly promote {{Product_Service_or_Event_Name}} (the ‘Co-Branded Offering’) under the co-branded name/logo: {{Co-Branded_Name_Logo_Description}}.

1.2. The specific activities and deliverables for the Co-Branding Initiative are detailed in Schedule A attached hereto and incorporated by reference.

2. Brand Usage Guidelines

2.1. Each Party grants the other Party a non-exclusive, non-transferable, revocable license to use its respective brand names, logos, trademarks, and service marks (the 'Marks') solely for the purpose of the Co-Branding Initiative.

2.2. All use of Partner A's Marks by Partner B shall be in strict accordance with Partner A's brand usage guidelines, attached as Schedule B. All use of Partner B's Marks by Partner A shall be in strict accordance with Partner B's brand usage guidelines, attached as Schedule C.

2.3. Neither Party shall modify, alter, or otherwise interfere with the Marks of the other Party without prior written consent.

2.4. Each Party agrees not to use the other Party's Marks in any manner that is disparaging, misleading, or would tarnish the reputation of the other Party.

3. Marketing and Promotional Activities

3.1. The Parties shall jointly develop and approve all marketing materials, advertisements, and promotional content related to the Co-Branding Initiative. Each Party will have the right to review and approve such materials prior to their dissemination.

3.2. The allocation of costs and responsibilities for marketing and promotional activities shall be as set forth in Schedule A.

4. Intellectual Property

4.1. All intellectual property rights related to each Party's individual Marks shall remain the sole property of that Party.

4.2. Any new intellectual property created as a direct result of the Co-Branding Initiative (e.g., co-branded logos, slogans) shall be jointly owned by the Parties, unless otherwise specified in Schedule A or a separate written agreement.

4.3. Neither Party shall assert any claim of ownership over the other Party's Marks or challenge the validity of the other Party's Marks.

5. Term and Termination

5.1. This Agreement shall commence on the Effective Date and continue for a period of {{Term_Duration}} (the 'Term'), unless terminated earlier in accordance with this Section.

5.2. Either Party may terminate this Agreement upon {{Notice_Period}} days' written notice to the other Party if the other Party materially breaches any provision of this Agreement and fails to cure such breach within the notice period.

5.3. Upon termination, each Party shall cease all use of the other Party's Marks and shall remove all co-branded materials from circulation within {{Days_to_Remove_Materials}} days.

6. Confidentiality

6.1. Each Party acknowledges that it may have access to confidential and proprietary information of the other Party (the 'Confidential Information'). Confidential Information shall include, but not be limited to, business plans, marketing strategies, customer lists, and financial data.

6.2. Each Party agrees to keep all Confidential Information confidential and not to disclose it to any third party without the prior written consent of the other Party. Each Party shall use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

6.3. The obligations of confidentiality shall survive the termination or expiration of this Agreement.

7. Governing Law and Dispute Resolution

7.1. This Agreement shall be governed by and construed in accordance with the laws of [Country, e.g., South Africa], without regard to its conflict of laws principles.

7.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall first be attempted to be resolved through good faith negotiations between the Parties.

7.3. If the Parties are unable to resolve the dispute through negotiation within {{Negotiation_Period}} days, the dispute shall be submitted to mediation in {{City_for_Mediation}}, [Country], in accordance with the rules of {{Mediation_Body_Name}}.

7.4. If mediation is unsuccessful, the dispute shall be finally settled by arbitration in {{City_for_Arbitration}}, [Country], in accordance with the rules of {{Arbitration_Body_Name}}.

8. General Provisions

8.1. Entire Agreement: This Agreement, together with its Schedules, constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and representations, whether written or oral, relating to the subject matter hereof.

8.2. Amendments: No amendment or modification of this Agreement shall be valid unless in writing and signed by duly authorized representatives of both Parties.

8.3. Assignment: Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.

8.4. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

8.5. Notices: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail, or transmitted by email to the addresses set forth in the preamble of this Agreement or such other address as a Party may designate by written notice to the other Party.

Signature Block

IN WITNESS WHEREOF, the Parties have executed this Co-Branding Agreement as of the date first written above.

FOR PARTNER A:

___________________________

Name: {{Partner_A_Signatory_Name}}

Title: {{Partner_A_Signatory_Title}}

Date: {{Partner_A_Signature_Date}}

FOR PARTNER B:

___________________________

Name: {{Partner_B_Signatory_Name}}

Title: {{Partner_B_Signatory_Title}}

Date: {{Partner_B_Signature_Date}}