What is a Co-Marketing Agreement?

It is used by businesses outsourcing functions and their service providers who want the terms recorded before work starts or money changes hands, rather than reconstructed from memory afterwards. Putting it in writing is what turns an understanding into something either side can rely on.

The form collects 18 details across 6 areas: parties and contact details, scope and deliverables, payment and financial terms, dates, timing and duration, confidentiality and intellectual property, and legal protections and risk. The entries describing the campaign do the most work, because every later clause about price, timing and completion refers back to them.

The media plan and the agreed delivery metrics is what settles most disagreements here, which is why it is worth attaching rather than leaving in an inbox. Business agreements tend to fail at the edges — deadlock between owners, automatic renewals nobody diarised, and liability caps that turn out to sit above the value of the contract.

The preview updates live as you complete each field, so you can review the exact language before downloading it as PDF or Word. Treat the result as a well-organised first draft: sound in structure, but worth an attorney's review where the sums involved are significant or the situation is unusual.

What matters most in a co-marketing agreement

Service levels with consequences

Define measurable standards and what happens when they are missed — credits, escalation or termination rights.

Transition in and out

Agree how the function is taken on at the start and handed back at the end. Exit planning is routinely neglected and expensive to improvise.

Personnel and continuity

Key personnel clauses and notice of changes matter where the service depends on specific individuals.

When you need a co-marketing agreement

  • When sensitive information is shared: Confidentiality terms should be signed before disclosure, not after. Information already shared without protection is very difficult to claw back.
  • When the arrangement will repeat: For a relationship that runs across several jobs or periods, agree the standing terms once and let each instance sit under them rather than renegotiating from scratch.
  • When the end of the campaign flight matters to someone else: Where a lender, insurer, landlord or regulator will want to see the arrangement, it needs to be written to be read by them, not only by the publisher and the advertiser.
  • When you already have the media plan and the agreed delivery metrics: If there is a brief, plan, specification or schedule, attach it. An agreement that refers to a record nobody has attached is only half a record.
  • When more than one person is involved: Where several people share the obligation, the co-marketing agreement should say whether they are liable together, separately, or both. That single word decides who can be pursued for the whole amount.
  • When someone else is paying: Where a third party funds or guarantees the arrangement, they should be named and their obligations spelled out. A guarantee that is only implied is not a guarantee.

What to include in a co-marketing agreement

This generator collects 18 details. Here is what each group covers and why it matters when the document is relied on.

Parties and contact details

These entries decide who can enforce and who can be enforced against. Where either side is a company, use the registered name — a trading name is not a party.

Company Name
The company's registered legal name, including its corporate suffix such as LLC, Inc or Ltd.
Company Address
The company's registered office or principal place of business.
Counterparty Name
The full legal name of the other party entering into this agreement.
Counterparty Address
The counterparty's address for formal notices.

Scope and deliverables

Set out what the publisher is delivering and, just as importantly, what is excluded. Most of the cost overruns in this kind of work start as an unstated assumption here.

Purpose of Agreement
Why the parties are entering into the agreement. This helps a court interpret ambiguous clauses in line with the parties' actual intent.
Products or Services
The goods or services supplied, identified by specification, model or catalogue reference.
Performance Standards
The measurable standard the work must meet — response times, quality levels or service metrics.

Payment and financial terms

Say what happens when the advertiser pays late. Without interest and a right for the publisher to suspend, the deadline is a suggestion.

Commercial Terms
The core business terms — volumes, discounts, rebates, minimum commitments and review points.
Pricing
The unit prices or rate card, plus how and when prices may be revised.
Payment Terms
The invoicing cycle, payment window, accepted methods and consequences of non-payment.
Limitation of Liability
The cap on each party's financial exposure. Note that liability for fraud, death or personal injury generally cannot be excluded.

Dates, timing and duration

These dates decide when obligations start, when they end, and when someone is in breach. The end of the campaign flight in particular should have a date and a test attached to it.

Effective Date
The date the agreement takes effect. This can differ from the signature date, and it is the date obligations start running from.
Delivery Timeline
Lead times and delivery windows, plus what counts as a late delivery and the remedy for it.

Confidentiality and intellectual property

Confidentiality obligations should outlive the agreement. State that expressly here, because protection that ends with the contract is protection at exactly the wrong moment.

Confidentiality Obligations
The duty to keep information private, who it may be shared with internally, and the standard of care required.
Intellectual Property Rights
Who owns the IP created under the agreement, and what licence the other party receives.

Legal protections and risk

Decide who carries which risk and who insures it before an incident, not after. Afterwards, both readings of the silence are self-serving.

Warranties
The promises each party makes about quality, title and authority, and how long they last.
Termination Rights
The circumstances in which each party may end the agreement, distinguishing termination for convenience from termination for breach.
Governing Law
The legal system that applies and the courts that will hear any dispute.

Completing this co-marketing agreement

Recording where this applies

If the parties are in different states, name which state's law applies and where any dispute would be heard. Adding one line now avoids a preliminary argument later.

Getting the numbers right

Write key figures out in full where the amount is central, and state the currency if either party is outside the country. Both are cheap precautions against an expensive misunderstanding on a co-marketing agreement.

Attaching the media plan and the agreed delivery metrics

The media plan and the agreed delivery metrics carries most of the evidential weight here. Attach it as a schedule and refer to it by name in the body, rather than leaving it as an email nobody can find later.

Reading it as the other side would

Before signing, read the co-marketing agreement from the counterparty's position and look for anything you would exploit. If you find something, so will they.

Checking the consents

Where a landlord, lender, insurer or licensing body has to approve the arrangement, obtain that approval before the end of the campaign flight rather than assuming it will follow as a formality.

Common mistakes to avoid

  1. Evergreen renewal nobody tracks. Auto-renewal rolls the arrangement on for a full further term if notice is missed. Diarise the notice deadline on the day of signature.
  2. No change-of-control clause. Without one, the advertiser could be acquired by a competitor and the agreement goes with it. Require consent for assignment.
  3. Leaving out the governing law. Where the publisher and the advertiser are in different places, naming the law and the forum in advance avoids a preliminary fight about where the dispute is even heard.
  4. Leaving the campaign loosely described. Write down what the campaign actually consists of, measured in placements. A description that cannot be counted cannot be enforced, and it is the advertiser and the publisher who end up arguing about the gap.
  5. No deadlock mechanism. Two equal owners who disagree can paralyse a business. Buy-sell provisions and a valuation method are far cheaper to agree at the start than to litigate later.

How to use this co-marketing agreement generator

  1. Fill in the form. Fill in the 18 fields, starting with the parties. Have the media plan and the agreed delivery metrics to hand before you begin, because several of the entries will be taken directly from it. Nothing is sent to a server — the document is assembled in your browser.
  2. Read the preview. The preview updates as you type and is editable, so you can adjust the wording before downloading — useful where under-delivery with no make-good agreed in advance needs a sentence of its own that the standard clauses do not cover.
  3. Download and sign. Take the PDF for signing or the Word version for further edits. Make sure the signed copy reaches everyone named, since a document held by only one side is hard to rely on.

Co-Marketing Agreement — frequently asked questions

What should an exit plan cover in an outsourcing agreement?

The handover of data in a usable format, documentation of processes, cooperation with a successor provider for a defined period, return of assets, and the fees payable for that transition support. Agree it at the start: a provider being replaced has little incentive to be helpful, and businesses that left exit terms unwritten have found themselves unable to move at any reasonable price.

When is a co-marketing agreement treated as complete?

At the end of the campaign flight — but only if the document says what has to be true for that point to have been reached and who confirms it. Without a test, the publisher considers the obligation discharged while the advertiser is still waiting, and neither reading is unreasonable on the wording.

What records should I keep alongside the co-marketing agreement?

The media plan and the agreed delivery metrics, the signed document itself, and a contemporaneous note of anything agreed afterwards. Most disputes turn on what was agreed at the time, and the party who can produce a dated record is the party who wins that argument.

Which state's law should govern this co-marketing agreement?

Choose a state with a genuine connection to the parties or the subject matter — where a party is based, or where the work or property is located. A choice with no connection at all may not be respected, and for property or employment the local state's rules will often apply regardless of what the contract says.

Who owns the work produced under this agreement?

Whoever the agreement says owns it — and if it says nothing, the creator generally does. Paying for work does not transfer copyright by itself. If ownership is meant to pass to the client, the assignment clause needs to say so expressly, and it is common to make the transfer conditional on payment in full.

How long do the confidentiality obligations last?

Ordinary commercial information is usually protected for a fixed period of two to five years after the agreement ends, while genuine trade secrets are often protected for as long as they stay secret. Whichever you choose, state expressly that the confidentiality clause survives termination — otherwise the protection ends with the contract.

Can liability be limited to any amount?

Within limits. Parties can cap ordinary commercial liability, and a cap set against contract value or insurance cover is normal. But liability for fraud, death and personal injury generally cannot be excluded, and a cap so low it makes the obligations meaningless may be struck down as unreasonable.

Should every business agreement be reviewed by a lawyer?

Not every one. Routine, low-value or short-term agreements are commonly handled in-house from a solid template. Anything involving significant money, equity, exclusivity, long-term commitment or unusual liability is worth a review.