Marketing Authorisation Agreement

Free Marketing Authorisation Agreement Template

Use this free template as a starting point for an arrangement where one party (the "Owner") grants another (the "Authorised Marketer") permission to market and promote the Owner's brand, products, or services in defined channels or territories. This template is suitable for sales-channel partnerships, regional distribution marketing, or affiliate-style commercial relationships. Copy and customise it to suit the products, channels, and your jurisdiction.

MARKETING AUTHORISATION AGREEMENT

Date: [Date of agreement]

Owner: [Full legal name], a company incorporated in [Jurisdiction] with registered address at [Address] (the "Owner")

Authorised Marketer: [Full legal name], a company incorporated in [Jurisdiction] with registered address at [Address] (the "Marketer")

Background

A. The Owner is the owner / authorised licensee of the products, brand assets, and marketing materials set out in Schedule [1] (the "Products").

B. The Owner wishes to grant the Marketer the right to market and promote the Products in specified channels and territories.

C. The Parties wish to record the terms on which marketing authorisation is granted.

1. Grant of Marketing Rights

The Owner grants the Marketer a [non-exclusive / exclusive] right to market, promote, and generate leads or sales enquiries in respect of the Products, in the territories and channels set out below.

• Territory: [Country / Region / "Worldwide"]
• Channels: [Online (specify domains, paid search, social), Offline (events, print), Retail partnerships, Inbound referrals, Other]
• Exclusivity: [Non-exclusive / Exclusive in territory and channel, subject to Marketer meeting performance targets in Schedule [2]]

The grant does not include a right to sell the Products in the Marketer's name, to invoice end customers, or to alter Product specifications or pricing without the Owner's prior written consent.

2. Marketer's Obligations

The Marketer shall:

• Promote the Products in good faith and in accordance with the brand guidelines provided by the Owner
• Use only marketing materials approved by the Owner, or that comply with the Owner's brand guidelines and prior-approval process
• Maintain accurate and substantiated claims about the Products in all marketing communications
• Comply with all applicable advertising standards, consumer protection law, and data protection law in the territories of use (e.g. ASA / CAP code, FTC guidance, GDPR / UK GDPR, equivalents)
• Refer all sales enquiries received to the Owner via the agreed lead-handover process within [2 working days]
• Disclose paid promotional content where required by applicable regulations (e.g. #ad / #sponsored tags)

3. Owner's Obligations

The Owner shall:

• Provide the Marketer with up-to-date brand assets, product information, pricing, and approved marketing collateral
• Acknowledge receipt of leads / enquiries from the Marketer within [2 working days] and update the Marketer on outcomes in line with the reporting cadence in clause 6
• Notify the Marketer promptly of any material change to the Products, pricing, or availability

4. Brand and IP Licence

• The Owner grants the Marketer a non-exclusive, royalty-free, non-transferable licence to use the Owner's trademarks, logos, and marketing assets solely for the purpose of marketing the Products under this Agreement, during the Term
• All use shall be in accordance with the Owner's brand guidelines. The Owner may require corrections to non-compliant usage within [5 working days] of written notice
• All goodwill arising from the use of the Owner's marks belongs to the Owner
• Nothing in this Agreement transfers any IP rights to the Marketer

5. Commission / Fees

[Option A: Commission on referred sales]

• Commission rate: [X]% of the net sale value of qualifying sales attributable to the Marketer's referral, payable on [date payment is received by the Owner / order confirmation]
• Attribution: a sale is attributable to the Marketer where the lead is sourced through the agreed tracking link, UTM, referral code, or the Marketer is recorded as the lead source

[Option B: Fixed retainer]

• Retainer fee: [Currency and amount] per [month / quarter], paid in [advance / arrears]

[Option C: Hybrid]

• Fixed retainer of [Currency and amount] per [month / quarter] plus commission of [Y]% of qualifying sales

• Invoicing: monthly in arrears
• Payment terms: [Net 30] days from invoice date
• Late payment: interest at [statutory rate / contractual rate] applies to overdue sums

6. Reporting

• The Marketer shall provide a monthly activity report including: leads generated, channels used, ad spend (where applicable), campaign performance metrics, and any consumer complaints received
• The Owner shall provide a monthly commission statement including: qualifying sales attributed to the Marketer, commissions earned, and any adjustments (returns, cancellations)
• Either Party may request reasonable additional information to verify reports, on reasonable notice

7. Compliance and Approvals

• New marketing materials require the Owner's prior written approval (deemed given if no objection is raised within [5 working days] of submission for routine materials)
• The Marketer shall withdraw any material on the Owner's written request, within [2 working days] of receipt, and confirm withdrawal in writing
• For regulated industries (pharma, financial services, age-restricted products), additional pre-approval and substantiation requirements set out in Schedule [3] apply

8. Data Protection

• Where the Marketer processes personal data on behalf of the Owner (e.g. lead data collected through the Marketer's forms), the Parties will enter into a separate data processing agreement compliant with applicable data protection law
• Each Party warrants that it has all required consents and legal bases to process and share personal data under this Agreement

9. Warranties and Indemnities

• Each Party warrants that it has full authority to enter into this Agreement and that performance will not breach any other contract or law
• The Marketer shall indemnify the Owner against losses arising from: (a) marketing claims made by the Marketer that are not approved or that are misleading; (b) breach of advertising or consumer protection law by the Marketer; (c) misuse of brand assets
• The Owner shall indemnify the Marketer against losses arising from: (a) defects in the Products; (b) third-party IP claims arising from materials provided by the Owner

10. Limitation of Liability

Neither Party's liability is limited for fraud, wilful misconduct, or any liability that cannot be limited by law. Subject to the foregoing, each Party's total aggregate liability is capped at the greater of [the fees paid in the 12 months before the event giving rise to the claim, or a fixed cap of [Amount]]. Neither Party is liable for indirect or consequential loss.

11. Term and Termination

• Initial term: [12 months] from the date of this Agreement
• Renewal: auto-renews for successive [12-month] terms unless terminated with [90 days'] written notice
• Termination for cause: either Party may terminate immediately for material breach not remedied within [30 days] of written notice, or for insolvency of the other Party
• Termination for convenience: either Party may terminate on [60 days'] written notice
• On termination, the Marketer shall cease all use of brand assets, return or destroy confidential materials, and submit a final activity report. Commission on qualifying sales generated before termination remains payable

12. Confidentiality

Each Party shall keep confidential the non-public information of the other Party received in connection with this Agreement, except for disclosure to professional advisors, as required by law, or with prior written consent. The obligation continues for [3] years after termination.

13. Governing Law and Jurisdiction

This Agreement is governed by the laws of [Jurisdiction] and the Parties submit to the exclusive jurisdiction of the courts of [Jurisdiction].

Signatures:

For and on behalf of the Owner:

_ Date: _ [Name], [Position]

For and on behalf of the Marketer:

_ Date: _ [Name], [Position]

This is a basic template provided for informational purposes. For a professionally generated and legally tailored document, use Bind's contract automation platform.