Contract Playbook: Cross Promotional Agreements

Sometimes you and another company may agree to promote each other and provide links to each other’s websites, products or services. This may be a simple, cashless deal, where you promote them in exchange for them promoting you. In these simple cases, you don’t need a long or complex agreement, but you probably should have a simple one-page contract to protect yourself.

Why do you need a contract at all? Here are the points to consider addressing:

·      License. Each party has a license to promote and link to the other’s content and use its name (and possibly its logo) in doing so.

·      Confidentiality. If either of you learns confidential info from or about the other (eg business plans, upcoming new products, customer target demographics, etc.), it will be protected.

·      Promotional Obligations (if any). Perhaps the promotions are specified (e.g., “a link on the home page”), or perhaps the promotions are in the promotor’s discretion. Often these types of agreements are discretionary, but if there are any specific promotions required, then you need to describe any exceptions to the general rule (e.g., space permitting, such as not on mobile app versions, etc.), and whether or not there are any remedies, such as makegood obligations, for failure to deliver any required promotions.

·      Maintaining Balance. You want the promotions to be reasonably equal. If one party seems to be benefiting significantly more than the other, maybe you discuss in good faith quarterly how to rebalance, and/or there’s an exit right.

·      Liability. Each party should indemnify the other if their content causes liability to the other (e.g., infringement, etc.).

·      Legal Terms. Also need the usuals, like term length, applicable law, etc.

I have a very short, simple, 1-page template for this type of arrangement.

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If you need help negotiating or drafting contracts, contact Brian Heller, at BHeller@OutsideGC.com.

About the Author:

Brian Heller is an experienced business lawyer specializing in commercial contracts (SaaS, AI, IT, Marketing, Advertising, and Tech deals). He combines BigLaw experience plus practical in-house GC experience. His Top 10 Legal Blog, Contract Law Tips & Checklists offers Free Contract Playbooks. His BigLaw & GC expertise is available at small firm prices, through the virtual business law firm, Outside GC. He has an MBA and a JD. Because he’s been in your shoes as a client, He offers practical advice, not legalese. Located in the greater DC area, Brian practices nationwide.

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