This white label agreement template has 9 pages and is a MS Word file type listed under our sales & marketing documents.
Sample of our white label agreement template:
WHITE LABEL AGREEMENT This White Label Agreement (the "Agreement") is effective [DATE], BETWEEN: [NAME OF THE COMPANY], (the "Company"), a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF THE CLIENT], (the "Client") a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Collectively, the Company and the Client shall be referred to as the "Parties." WHEREAS, the Company has the license to sublicense the Products (the "Products") which are defined in this Agreement; WHEREAS, the Company shall grant license to the Client to allow the Client to resell the Products under their brand name; WHEREAS, the Parties desire that the Company sublicense to the Client the rights to White Label the Company's Products, and to market and distribute such White Labeled products subject to the terms and conditions hereof; Whereas, both the Parties wish to evidence their contract in writing and both the Parties have the capacity to enter into and perform this contract; NOW THEREFORE in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: DEFINITIONS "Intellectual Property" means any patents and patent applications (including any foreign, divisional, continuation or continuation-in-part, reissues, reexams, and extensions based on or related to the same), copyrights, mask works, trademarks, service marks, trade names, domain names, inventions, improvements (whether patentable or not), trade secrets, Confidential Information, moral rights, and any other Intellectual Property and similar Proprietary Rights. "Branding features" means proprietary domain names, trade names, trademarks, logos, or other distinctive Branding Features. "Licensed Product" means the Product which is owned by the Company, which is described and defined in Exhibit A. "White Labeled products", "White Label" and/or "White Labeled" means a rebranded version of the Licensed Product to be handled by the Client only as described in accordance with Exhibit A. GRANT OF LICENSE The Company grants the Client the non-exclusive, assignable with limited right to use or distribute the Products in White Labeled format only, solely for business purposes. In accordance with the rights granted to the Client by the Company through the Client's subsidiaries, value-added resellers, distributors, and resellers (including affiliate clients participating in an organized affiliate program), if any, (collectively the "Client Network") to distribute the rebranded version of the Licensed Product. The Client is not authorized (i) to incorporate the Licensed Product into any product or code other than the White Labeled Product, or (ii) to distribute the Licensed Product on a standalone basis, independent of the White Labeled Product, nor may the Client sublicense the right to White Label the Product to any third party if not covered by this Agreement or any addition to this Agreement. WHITE LABELING OF PRODUCT White Label branding includes incorporation of the Client's name and logo and skinning of the Product in the Client's selected primary and secondary colors. The Client is responsible for clearing any privacy rights, copyright, trademark or other Intellectual Property concerns connected with the White Labeled Product. A copyright notice with the Company's name and Terms of Service shall appear on the White Labeled Product. The Company may collect, use, share, sell and store data made available via the White Labeled Product solely in connection with the Product hereunder and in accordance with this Agreement and all applicable laws. Any other use by the Company, including sharing or selling data, shall require the Client's prior written consent. Branding Requirements; "White Label" Rights and Obligations. Distribution of the White Labeled Product is authorized only with the Client Branding Features, which shall be created by the Client and approved by the Company. The Client does not acquire any rights to the ownership of the product, Branding Features, or associated goodwill hereunder. ROYALTY The Client shall pay royalties to the Company in accordance with Exhibit B which is attached to this Agreement and made a part thereof. OWNERSHIP The Company will retain all ownership and Intellectual Property rights to the White Labeled Product, and anything developed by it under this Agreement. The Documentation and Service is licensed to the Client and may be used by the Client's employees for internal, non-commercial reference purposes only. The Company shall be the sole owner of the Intellectual Property rights over the products being White Labeled. RESTRICTION ON THE CLIENT The Client shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the White Label Product; The Client shall not use the White Labeled Product to build or support, and/or assist a third party in building or supporting, products or services competitive to the Company; or The Client shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing or service bureau use, or otherwise commercially exploit or make the Company's Product, or Documentation available to any third party other than as expressly permitted by this Agreement. CONFIDENTIALITY Definition: "Confidential Information" means any proprietary information, technical data, trade secrets or know-how of the Company, including, but not limited to, research, business plans or models, product plans, products, services, computer software and code, developments, inventions, processes, formulas, technology, designs, drawings, engineering, customer lists and customers (including, but not limited to, customers of the Company on whom the Client called or with whom the Client became acquainted during the Term of his performance of the Services), markets, finances or other business information disclosed by the Company either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment. Confidential Information does not include information which: (a) is known to the Client at the time of disclosure to the Client by the Company as evidenced by written records of the Client, (b) has become publicly known and made generally available through no wrongful act of the Client, or (c) has been rightfully received by the Client from a third party who is authorized to make such disclosure. Non-Use and Non-Disclosure. The Client shall not, during or after the Term of this Agreement: (i) use the Company's Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of the Company, or (ii) disclose the Company's Confidential Information to any third party. It is understood that said Confidential Information is and will remain the sole property of the Company. The Client shall take all commercially reasonable precautions to prevent any unauthorized use or disclosure of such Confidential Information. The Client, his/her servants, agents, and employees shall not use, disseminate, or distribute to any person, firm or entity, incorporate, reproduce, modify, reverse engineer, decompile or network any Confidential Information, or any portion thereof, for any purpose, commercial, personal, or otherwise, except as expressly authorized in writing by the Manager then appointed by the Company
