“**MARKETING AGREEMENT** THIS AGREEMENT is made on this _______ day of ________, 20______, BETWEEN (1) [INSERT FULL LEGAL NAME OF THE FIRST PARTY], a company incorporated under the laws of [INSERT JURISDICTION], having its registered office at [INSERT ADDRESS] (hereinafter referred to as the “First Party”); AND (2) [INSERT FULL LEGAL NAME OF THE SECOND PARTY], a company incorporated under the laws of [INSERT JURISDICTION], having its registered office at [INSERT ADDRESS] (hereinafter referred to as the “Second Party”). Both parties shall be collectively referred to as the “”Parties”” and individually as the “”Party””. WHEREAS, the First Party is engaged in the business of [insert description of business] and the Second Party is engaged in the business of marketing such products/services. The Parties wish to enter into this Agreement to define the terms and conditions under which the Second Party will provide marketing services to the First Party. NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. **SCOPE OF WORK**: The Second Party shall provide marketing services as described in Exhibit A, attached hereto and incorporated by reference herein. 2. **TERM AND TERMINATION**: This Agreement shall commence on the Effective Date and continue until terminated by either party giving the other not less than [insert number of days/weeks/months] notice in writing. 3. **PAYMENT TERMS**: The First Party shall pay the Second Party for the Services in accordance with the payment schedule and terms set forth in Exhibit B. 4. **CONFIDENTIALITY**: Both Parties agree not to disclose any confidential information received from the other Party to any third parties without prior written consent. 5. **INDEMNIFICATION**: Each Party shall indemnify and hold harmless the other Party from and against any claims, damages, losses, and expenses arising out of or resulting from the performance of the Services. 6. **INTELLECTUAL PROPERTY RIGHTS**: All intellectual property rights in any work product resulting from the Services shall belong to the First Party. 7. **NON-COMPETITION**: During the term of this Agreement and for a period of [insert number of months/years] thereafter, the Second Party shall not engage in any business activity that is in direct competition with the business of the First Party. 8. **FORCE MAJEURE**: Neither Party shall be liable for any failure to perform its obligations under this Agreement if such failure results from circumstances beyond the reasonable control of the Party. 9. **GOVERNING LAW AND JURISDICTION**: This Agreement shall be governed by and construed in accordance with the laws of [insert jurisdiction]. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [insert jurisdiction]. 10. **DISPUTE RESOLUTION**: In case of any dispute arising out of or in connection with this Agreement, the Parties shall first attempt to resolve the dispute through amicable negotiations. If the dispute cannot be resolved in this manner, it shall be referred to arbitration in accordance with the rules of the [insert name of arbitration institution]. 11. **NOTICES**: Any notices or other communications required or permitted under this Agreement shall be in writing and delivered by hand, sent by registered mail, or sent by email to the addresses specified in this Agreement. 12. **WAIVER**: No failure or delay by any Party in exercising any right under this Agreement shall operate as a waiver thereof. 13. **SEVERABILITY**: If any provision of this Agreement is held to be invalid or unenforceable, it shall not affect the validity or enforceability of the remainder of this Agreement. 14. **ENTIRE AGREEMENT**: This Agreement contains the entire agreement between the Parties and supersedes all prior oral or written agreements, understandings or arrangements relating to the subject matter of this Agreement. 15. **AMENDMENT**: This Agreement may only be amended or modified by a written document signed by both Parties. 16. **ASSIGNMENT**: Neither Party may assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Party. 17. **RELATIONSHIP OF THE PARTIES**: Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between the Parties. 18. **NON-SOLICITATION**: During the term of this Agreement and for [insert number of months/years] thereafter, neither Party shall solicit for employment any person employed by the other Party without the prior written consent of that other Party. 19. **COMPLIANCE WITH LAWS**: Each Party shall comply with all applicable laws, regulations, and ordinances in performing its obligations under this Agreement. 20. **SURVIVAL**: The provisions of this Agreement, which by their nature should survive termination or expiration of this Agreement, shall so survive. 21. **COUNTERPARTS**: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date. _________________________ __________________________ Name: Name: Title: Title: For and on behalf of For and on behalf of [First Party] [Second Party] PLEASE NOTE: This is a basic template and should be tailored to fit the specific needs of the parties involved. Legal advice should be sought to ensure the agreement complies with applicable laws and regulations.”