a.
The Online Business shall be responsible for the development of a version of the Online
Business’ current Website which is co-branded and contains reference to both the Online
Business and the Strategic Partner. The Co-Branded Site shall prominently display the
identification of affiliation with the Strategic Partner including the prominent display of the logo
and trademark of the Strategic Partner. The Co-Branded Site shall be functionally equivalent to
the Online Business’ current Website except it shall contain the co-branding aspects and
features identified in this Agreement.
b.
Strategic Partner shall fully cooperate with the Online Business in the creation of the Co-
Branded Site and shall promptly upon execution hereof deliver to the Online business graphical
images and text files on Zip disc which shall include the Strategic Partner’s logo in GIF or JPG
format and any textual content necessary for the creation of the co-branding aspects of the Co-
Branded Site.
c.
The Online Business shall use its reasonable efforts, with full cooperation from the Strategic
Partner, to create the Co-Branded Site and have it fully functional online within [NUMBER] days
following the effective date hereof.
d.
The parties agree that they shall register the domain name [INSERT ADDRESS] for use in
connection with the Co-Branded Site. Online business shall be responsible for registering such
domain name. The parties acknowledge that they have mutually checked for availability of such
domain name as of the effective date hereof and that such domain name is available.
2.
PROMOTION OF CO-BRANDED SITE
a.
The parties shall issue a joint press release announcing the affiliation created by this Agreement
and the launching of the Co-Branded Site. Such press release shall be in mutually satisfactory
form and content and shall be released through such services and agencies that are mutually
agreed by the parties. The cost of the press release shall be equally shared by the parties.
b.
Strategic Partners represents, warrants, and agrees that it is in the mutual interest of both
Strategic Partner and Online Business that Strategic Partner uses all efforts necessary to market
and channel business through the Co-Branded Site. To that end, Strategic Partner shall use all
reasonable commercial efforts to maximize the total number of Internet users who gain access
to the Co-Branded Site. Strategic Partner shall assure that the Co-Branded site is listed in all
available search engines and appears in the appropriate categories and shall make all reasonable
efforts to maximize search engine result placement. Strategic Partner shall establish linking
arrangements and banner advertising arrangements to promote the Co-Branded Site. Strategic
Partner shall place prominent links to the co-Branded Site in any other internet sites that the
Strategic Partner creates promoting its business and services.
c.
Strategic Partner agrees to promote the Co-Branded Site in connection with it’s offline
promotions and part of its normal advertising activities. Strategic Partner shall promote the co-
Branded Site in all of its printed promotional materials, and television advertising it may place,
at tradeshows and conventions, and through print and broadcast new media. Strategic Partner
further agrees to promote the Co-Branded Site through its existing customer base through an
Email newsletter and through direct mail promotions.