Last Modified: August 27th, 2020
This Endorsement Agreement (this “Agreement”), dated as of __________ ___, 2020 (the “Effective Date”), is entered into by and between Language Learning Market Co., a Delaware Corporation (“Company”), and [Name of Endorser] (“Endorser,” and together with Company, the “Parties,” and each a “Party”).
WHEREAS, Endorser is [enter description of endorser].
WHEREAS, Company provides a multi-vendor marketplace for educational resources through its website and other means (collectively, the “Platform”) and wishes to promote the Platform with the support of Endorser on the terms and subject to the conditions hereinafter provided.
(a) “Competitive Platform” means Platform that serve the same purpose as the Platform or are otherwise deemed by potential buyers as being reasonable substitutes or replacements for the Platform and for the purchase of products on such Platform.
(b) “Endorsement” means Endorser’s approval and recommendation of the Platform.
(c) “Endorser Identification” means Endorser’s name, nickname, voice, video or film portrayals, photograph, likeness, image and any other means by which Endorser may be recognized, in each case as approved by Endorser pursuant to the terms of this Agreement, as may be specifically detailed on Exhibit A.
(d) “Person” means any individual, partnership, corporation, trust, limited liability company, unincorporated organization, association, governmental authority or any other entity.
(e) “Territory” means the entire world.
(f) “Trademarks” means all rights in and to US and foreign trademarks, trade dress, brand names, logos, trade dress, corporate names and domain names, business names, and other similar designations of source, sponsorship, association or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection in any part of the world.
(g) “Year” means each 12-month period beginning on the Effective Date or each anniversary thereof.
(a) Endorse the Platform exclusively, and make no endorsement of Competitive Platform;
(b) Use best efforts to promote the sale and use of the Platform and promote the relationship between Endorser and Company; and
(c) Abide by the Company’s Endorsement Policy, attached hereto as Exhibit B.
(a) In each Year, Endorser shall be available at times and places reasonably convenient to Endorser and the Company, and in the amount of time as reasonably agreed to between Endorser and the Company, in order to fulfill obligations as detailed on Exhibit A.
(b) Company shall pay (or reimburse) Endorser for all reasonable and pre-approved expenses incurred by Endorser solely in connection with such endorsement.
(a) Company shall have the right to terminate this Agreement at any time, effective immediately, on written notice to Endorser, on the occurrence of any of the following:
(1) Endorser’s death, serious injury or serious illness.
(2) Commission by Endorser, during the Term, of any criminal act or other act involving moral turpitude, drugs, or felonious activities.
(3) Commission of an act by Endorser or Endorser’s involvement in any situation or occurrence, during the Term, which brings Endorser into public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which reflects unfavorably upon Company or reduces the commercial value of Company’s association with Endorser;
(4) Actions or statements by Endorser reasonably deemed by Company to be of a derogatory nature toward Company or the Platform, or which may tend to injure the success of Company or any of Company’s Platform or services.
(5) Material breach by Endorser of any of the terms of this Agreement, which breach is not cured by Endorser within five (5) days of notice thereof by Company.
(b) Endorser shall have the right to terminate this Agreement at any time, effective immediately, on written notice to Company, on the occurrence of any of the following:
(1) Company’s failure to pay any undisputed amount when due to Endorser, where such failure continues for ten (10) days after Company receives written notice from Endorser of nonpayment.
(2) Material breach by Company of any of the terms of this Agreement, which breach is not cured by Company within five (5) days after Company receives written notice from Endorser of the breach.
(3) Company becoming insolvent, filing a petition for bankruptcy or commencing, or having commenced against it, proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
(c) Upon the termination of this Agreement, for any cause whatsoever, Company will immediately and completely cease using the Endorsement and shall not thereafter use or refer to the Endorsement for advertising and promotional purposes whatsoever.
(d) The rights and obligations of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
[signature page follows]
IN WITNESS WHEREOF, the Parties hereto have executed this Endorsement Agreement as of the Effective Date.
ENDORSER: [NAME OF ENDORSER] _________________________
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COMPANY: LANGUAGE LEARNING MARKET CO. ______________________ Name: Title: |
exhibit a
SERVICES AND COMPENSATION
1. Promotion Services. Promotion services provided by Endorser, shall include:
2. Compensation. For the promotion services, Endorser shall receive:
exhibit B
ENDORSEMENT POLICY