This Marketing Agreement (this “Agreement”), dated as of _____________________ (the “Effective Date”), is between ____________________________ located at ____________________________ (“Marketer”) and ____________________________, located at ___________________________________________ , ________________________ , ______________________ , _______________ , Email Address ________________________________ (“The Client”). The Lior Lanir and The Talma are sometimes individually referred to as “Party” and collectively referred to as the “Parties”.
WHEREAS, Lior Lanir and Talma desire to establish strategic marketing agreement whereby Lior Lanir will help Talma with Lead Generation, Recruitment and Drive Brand Awareness. This Agreement may be modified from time to time in the form of a written instrument signed by both Parties (an “Amendment”). The terms of any Amendment executed during this Agreement will be subject to the terms of this Agreement unless otherwise stipulated in the Amendment.
- SCOPE OF ACTIVITIES
The Parties will undertake the activities and requirements listed in Appendix A. The Parties acknowledge that their respective obligations to undertake the activities and requirements listed in Appendix A serve as good and valuable consideration for this Agreement.
Within ten business (10) days after the end of each calendar month during the Term, Lior Lanir will provide The Talma with (or provide access to) a monthly report of data that will let the other Party determine the value (leads, appointments kept, new clients, revenues, etc.) derived from individual activities and requirements as described in this Agreement.
Talma grants to Lior Lanir a non-exclusive, non-transferable, royalty-free license to use Talma’s trade names, trademarks, logos and service marks (collectively Marks) in connection with the performance of this Agreement. Except as specifically provided in this Agreement, nothing in this Agreement shall confer upon Lior Lanir any right, title or interest in any of the Marks or goodwill of Talma. Lior Lanir acknowledges that Talma’s Marks and any related goodwill are the sole and exclusive property of Talma. Talma acknowledges that it retains ownership of all its Marks and other intellectual property rights that are licensed to it. Lior Lanir acknowledges that its utilization of Talma’s Marks will not create in it, nor will it represent it has, any right, title or interest in or to Talma’s Marks other than the express and limited right to use Talma’s Marks as granted under this Agreement. Lior Lanir agrees that it shall cease using Talma’s Marks immediately upon request, and in no event shall this license survive the term of this Agreement.
- TERM AND TERMINATION
The term of this Agreement shall be 5 months from the Launch Date. The first month, January will be dedicated to Videoask setup, build campaign strategy,create campaign copy, SEO. February will be dedicated to launching social media presence, run paid media on social, securing influencers and podcasts including copy and creative and press outreach whilst March, April and May will be dedicated to continued social media ads and repurposing secured media as native ads.
a. Termination for Cause
If either Party materially defaults in the performance of any provision of this Agreement, and such default is not cured within 30 days after the non-defaulting Party gives the defaulting Party written notice of such default, then the non-defaulting Party shall be entitled to terminate the Agreement immediately upon written notice of termination to the defaulting Party.
c. Effect of Termination
Termination shall not relieve either Party of any obligations incurred prior to the termination. Upon termination, Lior Lanir agrees to (i) cease all promotions of Talma’s offerings; (ii) cease all use of Talma’s technology and Marks; and (iii) cease making Talma’s offerings available in or through a website or otherwise, and upon request, to promptly destroy or return all copies (electronic or written) of the content, technology, and any other confidential or proprietary information in Lior Lanir’s possession or control. Without limiting the foregoing in any way, the Parties agree that following termination, each Party may continue to make their offerings/services available directly to users subscribing to the offering/service prior to termination, without any liability or obligation to the other Party.
5. WARRANTIES AND DISCLAIMER
Each Party represents and warrants to the other that:
(i) it has the full corporate right and authority to enter into this Agreement and to perform the acts required of it hereunder;
(ii) the execution of this Agreement by such Party and the performance by such Party of its obligations and duties hereunder do not and shall not violate any other Agreement to which such Party is a Party or by which it is otherwise bound;
(iii) when executed and delivered by such Party, this Agreement shall constitute the legal, valid and binding obligation of such Party, enforceable against such Party according to its terms;
(iv) such Party acknowledges that the other Party makes no representations, warranties or Agreements related to the subject matter hereof that are not expressly specified in this Agreement.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES AND EACH PARTY HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
a. Protection of Information
The parties may provide each other with confidential information and trade secrets, including without limitation, information on their respective organization, business, finances, personnel, services, systems, pricing, structure, proprietary products and processes, transactions and/or business relations (collectively, the “Information”). The term “Information” shall not include (i) information generally available to the public through no fault of the other Party, (ii) information which the other Party already had knowledge of, or (iii) information which has become part of the public domain through no fault of the other Party. Each Party agrees to retain in confidence at all times and to require its employees, consultants, professional representatives and agents to retain in confidence all information disclosed by the other Party. Each Party shall only use the other’s information solely for the purpose of performing obligations under this Agreement, and only disclose the Confidential Information on a need-to-know basis. Each party shall take all necessary precautions in handling the Confidential Information of the other party and limit disclosures on a strict need-to-know basis. Further, the receiving Party may disclose information to the extent ordered to be disclosed by subpoena, other legal process or requirement of law, after first giving the disclosing Party a reasonable opportunity to contest such disclosure requirement.
b. Injunctive Relief
Each Party acknowledges and agrees that any use or disclosure of Confidential Information by the Party in a manner inconsistent with the provisions of this Agreement may cause another Party harm which will not be compensable by monetary damages alone and, accordingly, such other Party will, in addition to other available legal or equitable remedies, be entitled to seen an immediate injunction restraining the disclosing Party from committing or continuing to commit a breach. A Party may avail itself of injunctive relief in addition and without prejudice to any other remedies available to it.
This Section will survive the termination or expiration of this Agreement.
All notices that either Party is required or may desire to serve upon the other Party shall be in writing and addressed to the Party to be served at the respective addresses set forth herein and shall be sent via mail or private express courier service with confirmed receipt and will be effective upon receipt at the addresses listed herein (unless the Parties are notified in writing of a change in address, in which case notice will be sent to the new address).
Unless the context of this Agreement clearly requires otherwise, any notice or other communication required by this Agreement, regardless of whether the applicable subsection of this Agreement contemplates email delivery of such notice or communication, may be done via email.
b. Entire Agreement
This Agreement constitutes the entire understanding and agreement between the parties with respect to the transactions contemplated, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication between the Parties concerning the subject matter hereof. Neither Party is relying upon any warranties, representations, assurances, or inducements not expressly set forth herein.
No waiver of any provision of this Agreement or any rights or obligations of either Party hereunder shall be effective, except pursuant to a written instrument signed by the Party waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.
d. Force Majeure
Neither Party shall be deemed in default hereunder, nor shall it hold the other Party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, armed conflict, labour strike, lockout, pandemic or boycott, provided that the Party relying upon this section (i) shall have given the other Party prompt written notice thereof and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this section extends for a period in excess of thirty (30) days in the aggregate, either Party may immediately terminate this Agreement.
The section and paragraph headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, govern, limit, modify or construe the scope or extent of the provisions of this Agreement to which they may relate. Such headings are not part of this Agreement and shall not be given any legal effect.
f. Amendments and Severability
No amendment or modification of this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default. In the event that any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby.
Lior Lanir may assign its Services as listed in Appendix A, in whole or in part, without Talma’s prior consent.
h. Independent Contractors
The Parties to this Agreement are independent contractors. Neither Party is an agent, representative, or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, joint venture, partnership, franchise, sales, representative or employment relationship between the Parties or to impose any partnership obligation or liability upon either Party. Each Party shall bear its own costs and expenses in performing this Agreement.
i. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Berlin, without reference to conflicts of laws or choice of laws rules. All legal actions relating to this Agreement shall be brought in the state or federal courts located in Berlin.
In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any provision is held invalid by a court of competent jurisdiction, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties, and the remainder of this Agreement shall remain in full force and effect. There shall be no presumption for or against either Party as a result of such Party being the principal drafter of this Agreement.
During the Term and for a period of 1 year thereafter, the Parties will maintain books and records related to the customer transactions contemplated under this Agreement. Upon reasonable notice, the requested Party will provide such books and records to the requesting Party for review to ensure the requested Party’s compliance with the terms of this Agreement.
The Appendices to this Agreement shall form an integral part of this Agreement.
IN WITNESS WHEREOF, each of Lior Lanir and Talma has caused this Agreement to be signed and delivered by its duly authorized representative.
| Lior Lanir |
Full name: __________________________
Full name: __________________________
Lior Lanir and Talma have agreed to execute the following services:
Goals of Lior Lanir
- Development and optimization of the TALMA marketing and sales funnels
- Create and deliver an end-to-end social media strategy, designed to entice potential recruits and drive brand awareness
- Build social media presence, create and distribute content, grow mailing list
- Run recruitment campaign for the TALMA summer fellowship program.
SCOPE OF WORK
Establishment of a lead generation process allowing targeted growth of potential customers – including back-end setup.
Build a personalized lead gen funnel, designed to get higher quality leads.
Content, Video, Website Development & SEO
Repurpose content for paid media & campaigns such as gif’s, video ads, press articles. SEO keyword research & keyword targeting.
Social Media Strategy
Devise & implement a social media process including scheduled posts across different channels.
Paid Campaign Management
Run social media paid campaigns, deal with third party publishers, redistribute content with native advertising (Outbrain/Taboola) & run google adwords PPC campaigns.
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