SIGN GREETERS BUSINESS AGREEMENT
THIS BUSINESS AGREEMENT (“Agreement”) is entered into and effective as of _____, 2023 (the “Effective Date”) by and between Sign Greeters, LLC, a Delaware limited liability company (hereinafter “Sign Greeters“ or “Licensor”), with a business address of 6400 Powers Ferry Road Suite 116 Atlanta, GA 30339, and _____________, a _________ (limited liability company or corporation) (“Licensee”).
WHEREAS, Licensor is in the business of producing, marketing and selling celebration yard signs (the “Business”); and
WHEREAS, Licensor is the owner of the trademark “SIGN GREETERS” and related intellectual property rights and has the exclusive right to grant to any third party the right to use the SIGN GREETERS trademark; and
WHEREAS, Licensee, through this Agreement, desires to obtain the right to use the trademark SIGN GREETERS and related rights, within the Territory, defined below, in connection with the purchase, advertisement and promotion of Licensor’s products; and
WHEREAS, Licensor is willing to grant such a license to Licensee, upon the terms and conditions set forth in this Agreement.
THEREFORE, in consideration of the mutual promises and conditions contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions.
“Territory” means the State of Georgia and the Zip Code, (list all) .
“Products” mean the Sign Greeters’ brand products. Sign Greeters reserves and shall have the right to modify or discontinue any Product available to Licensee at any time.
“Customer” means the end-user of the Products.
2. Appointment; Restrictions. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee hereby accepts, a nontransferable, nonexclusive right to market and sell the Products to Customers solely within the Territory. Licensee shall not market or sell any Product outside its Territory or assign or transfer any rights granted to it in this Agreement to any other person or entity without the prior express written consent of Licensor. Licensee shall not purchase or use any products in the Territory that are not Sign Greeter Products. In the event that Licensee breaches any of the restrictions contained in this Section 2, Licensor may reassign the Licensee or terminate this Agreement and the License Agreement, in its sole discretion.
3. Fees. Upon the execution and delivery of this Agreement, Licensee shall pay Licensor the Initial Fees as set forth on Exhibit “A” hereto. Licensor, in its sole discretion, may approve and qualify a Licensee for financing of a Territory on terms and conditions agreed upon between Licensor and Licensee.
(a) Initial Inventory. Upon payment of the Initial Fee, Licensee will receive a startup inventory package of Products as set forth in detail on Exhibit “B” hereto and made a part hereof. Licensor, in its sole discretion, may approve and qualify a Licensee for financing of a Territory on terms and conditions agreed upon between Licensor and Licensee.
(b) Training. Licensor will provide virtual initial training to Licensee to assist it in the early phase of its Sign Greeters business. On an as-needed basis, Licensor will provide Licensee supplemental virtual training in Licensor’s sole discretion. Licensee will also be able to participate in monthly virtual meetups and in private online groups with other Licensees.
(c) Marketing Support. Licensor shall list Licensee by State and Zip Code on Sign Greeters’ web site at www.signgreeters.com (the “SG web site”). Licensor shall place and maintain ads on Facebook, Instagram and Google and be active on Twitter, Snapchat, YouTube Instagram. Licensor may terminate or add new social media accounts, as it may choose, in its sole discretion. Licensor will provide monthly tracking of the results of Search Engine optimization to Licensee. Licensor shall also provide Licensee with monthly marketing materials and promotions (“Marketing Materials”).
4. Licensee’s Obligations. During the term of this Agreement, Licensee shall:
(a) Use commercially reasonable efforts to sell the Products;
(b) Accept Customer returns and exchanges and issue refunds or replace Products in accordance with Licensor’s policies with respect to such matters as in effect from time to time. Any Customer credits or charges resulting from returns, exchanges or replacements shall be billed or credited by Licensor to Licensee based on Licensor’ pricing to Licensee, and Licensee will provide corresponding billings and credits to its Customers based upon Licensee’s pricing to its Customers, as applicable.
(c) Comply with all laws and regulations applicable to its business and to the sale and marketing of Products.
(d) Keep Licensor reasonably informed of any problems encountered with Products or related services and of any information which may indicate a need to change or improve any Product or service.
(e) Make only such representations and warranties regarding the Products as Licensor may from time to time authorize in writing. Licensor’s current warranty is set forth in Section 8 of this Agreement.
(f) Participate in such promotional and Customer support programs as may from time to time be offered by Licensor and use commercially reasonable efforts to assure that any promotional allowances or discounts offered by Licensor are passed through to Customer accounts.
(g) Ensure Customer issues, requests, and queries are handled in a prompt and professional manner. Failure to do so at any time may result in account reassignment by Licensor.
(h) Install all Products according to the reasonable directions and specifications required by the Customer and subject to any changes to said directions and/or specifications that Licensor may from time to time require.
5. Orders and Payment. Licensor will maintain a dedicated page on the SG web site for Licensee to order and pay for Products. Shipment of Products to Licensee shall be made only upon receipt of electronic notice of purchase order from Licensee to Licensor via the SG web site. All orders include sales tax, if required by law, and shipping costs for Products to be delivered outside of the State of Georgia. All purchase orders shall be subject to acceptance by Licensor; Licensee shall receive electronic notice of shipment from Licensor, which shall be deemed to occur when Licensor ships Products pursuant to such purchase order. Licensor reserves the right to refuse to accept any purchase order. Licensor shall ship or provide all Products sold to Licensee directly. Licensee shall assume the credit risk of all sales to its Customers.
Following delivery, Licensee shall notify Licensor of any shortages or other noncompliance with the relevant purchase order and Licensor shall promptly remedy any failure of the Product to comply with the relevant purchase order by (i) promptly delivering any Product necessary to correct any shortages or other noncompliance with the relevant purchase order, or (ii) refunding to Licensee any monies paid by Licensee for Product not received by Licensee or other noncompliant Product. Licensor shall pay the cost of shipping for the return of defective Products from outside of the State of Georgia The terms and conditions of this Agreement, as set forth herein, shall prevail over any inconsistent or additional terms set forth in Licensee’s order. Risk of loss passes from Licensor to Licensee upon delivery of the Products to Licensee.
6. Price Terms. A price list for all Products shall be provided by Licensor separate from this Agreement. Prices and terms of sale shall be subject to change at any time upon thirty (30) days’ advance written notice to Licensee but no price increase shall apply to any purchase order received by Licensor before thirty (30) days have passed since Licensee has been notified in writing of such increase. The prices quoted to Licensee do not include any sales, use, value-added or other taxes applicable to sales of Products to Licensee, which will be Licensee’s sole responsibility, whether or not Licensee is invoiced for such taxes by Licensor; provided, however, that in no event will Licensee be liable for taxes in connection with Licensor’ income and/or payroll.
7. Insurance. Prior to the first shipment of Products, Licensee shall provide Licensor with a Certificate of Insurance evidencing limits for General Liability acceptable to Licensor and an Endorsement for hired and non-owned auto liability.
8. LIMITED PRODUCT WARRANTY. Licensor warrants Products to be free from defects in materials and workmanship as the date of original purchase. If a Customer contacts Licensee during the warranty period claiming any such breach of warranty, Licensee shall promptly refer the matter to Licensor. Warranty does not apply if Product has been damaged or abused by Licensee or by Customer, has been modified without the written permission of Licensor or if identifying marks or seals have been removed or defaced by either Licensee or Customer. If Licensor is unable to replace any nonconforming Product, it will so notify Licensee. Licensor agrees to accept a return of any such defective Product that Licensor has been unable to replace. In such event, Licensor shall refund or credit Licensee any amounts paid by Licensee to Licensor for such returned Product and Licensee shall refund or credit to its Customer the amount it paid to Licensee for such Product. Such correction, replacement or refund shall be Licensor’s sole obligation and Licensee’s sole remedy with respect to any warranty or other claim relating to any Product, even in the event of Licensor’ negligence. Licensor reserves the right to modify or change the warranty policy as described in this Section 8 by providing Licensee thirty (30) days’ prior written notice; provided, however, that no such modification or change in the warranty policy shall apply to any purchase order received by Licensor before thirty (30) days have passed since Licensee has been notified in writing of such modification or change in the warranty policy.
The warranties and remedies set forth above, are exclusive. NO OTHER WARRANTIES OR REMEDIES, EXPRESS, IMPLIED OR STATUTORY, APPLY TO ANY PRODUCT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH COMPANY EXPRESSLY DISCLAIMS.
9. Limitation of Liability. Except with respect to claims relating to (a) a party’s breach of the confidentiality provisions of Section 10 or the proprietary information provisions of Section 11, (b) a party’s fraud, gross negligence or willful misconduct, neither party will be liable for, nor shall either party make any claim against the other party for, (i) any special, incidental, consequential or punitive damages arising out of or relating to this Agreement or the performance or breach thereof (even if such party has been advised of the possibility of such damages), or (ii) any amounts in excess of the total purchase price of Products ordered by Licensee hereunder during the calendar year preceding the date the cause of action arose.
10. Confidentiality. Each party (a “Receiving Party”) shall maintain in confidence all information heretofore or hereafter disclosed by the other (a “Disclosing Party”) which such Receiving Party knows or has reason to know are confidential or other proprietary information owned by or licensed to the other, including, but not limited to, the terms of this Agreement, technical information relating to any of the Products, sales figures and other financial information of either party, identities of either party’s customers, pricing and other information, information and plans concerning future products and proposed sales promotions, marketing plans and all information designated as confidential in writing from one party to the other (all of the foregoing being hereinafter referred to as “Confidential Information”). Neither party shall use any such Confidential Information received from the other except as permitted by this Agreement or disclose the same to anyone other than those of its officers, directors or employees as are necessary regarding such party’s activities as contemplated by this Agreement. Each party shall use commercially reasonable efforts to ensure that its managers, officers, directors and employees do not disclose or make any unauthorized use of such Confidential Information. Each party shall notify the other promptly upon discovery of any unauthorized use or disclosure of the other’s Confidential Information.
Confidential Information shall not include information which (i) either party learns from other sources which have a right to that information free from confidentiality restrictions; (ii) is available to the public or readily discernible from information available to the public; (iii) enters the public domain other than through the actions or inactions of either party; or (iv) is independently developed by either party without reference to, or reliance on, the Confidential Information.
11. Proprietary Information. Licensee acknowledges that all trademarks, service marks, trade secrets, works of authorship including Marketing Materials, all content and images contained on, and the look and feel of, the SG web site are and remain the exclusive property of Sign Greeters (collectively, the “Intellectual Property”). Sign Greeters owns all rights, including patent, copyright, trademarks service marks, and other intellectual property rights (collectively, the “Intellectual Property Rights”) in and to its Intellectual Property. Licensee agrees that, except for its rights granted in this Agreement and in the Trademark License defined in Section 12 below, Licensee shall not acquire any rights or interest any Intellectual Property pursuant to this Agreement or otherwise and that it will not dispute or take any action inconsistent with any of Licensor’ Intellectual Property Rights.
12. Closing Condition. The execution and delivery of this Agreement is contingent on the delivery to Licensor of a Trademark Licensing Agreement, a copy of which is attached hereto as Exhibit “C” (the “Trademark License”).
13. Noncompetition. During the Initial Term or any Renewal Term of this Agreement and for a period of two years following the expiration or termination of this Agreement for any reason, Licensee shall not engage in the same or substantially the same Business of Licensor within the Territory or territories licensed to Licensee pursuant to the Trademark hereunder either as an officer, manager, director, employee, consultant, licensee or as an investor in greater than 5% of the equity interest in, for, or on behalf of any entity or other person that is a competitor of the Business.
14. Term and Consequences of Termination.
(a) Term. Unless otherwise terminated in accordance with this Agreement, the initial term of this Agreement shall commence upon execution hereof by each party and shall continue for one (1) year (the “Initial Term”), automatically renewing each year thereafter for one (1) year terms (each, a “Renewal Term”) unless earlier terminated.
(b) Termination. Notwithstanding the term provided in Section 13.1, this Agreement may be terminated:
i. Automatically without notice if either party becomes the subject of any voluntary or involuntary arrangement, composition, bankruptcy or other insolvency proceeding;
ii. By Licensor upon written notice to Licensee if Licensee fails to pay Licensor for any Products when due; or
iii. By the non-defaulting party upon written notice to the other if the other party should default in the performance of any of its covenants or agreements set forth herein and such default should not be fully cured within fifteen (15) days after written notice from the non-defaulting party; and
iv. By either party, for any reason, upon thirty (30) days’ prior written notice to the other party.
15. Consequences of Termination. Upon termination or expiration of this Agreement:
(a) All rights of Licensee hereunder shall terminate, and Licensee shall cease to represent or hold itself out as an authorized Sign Greeters Licensee.
(b) licensee shall pay all amounts if any, due to Licensor in accordance with the terms set forth herein.
(c) Licensee shall, upon request, immediately return to Licensor all Marketing Materials, brochures, business cards, advertising price lists and other materials relating to the Products or Licensor or bearing any of the Trademarks as Licensor may request to be returned.
(d) Licensee shall remove all references to Sign Greeters, the Products and any Trademarks from any web sites or directory listings operated, maintained or used by Licensee.
(e) Each party shall return to the other, upon request, any Confidential Information of the other party as provided in Section 10.
(f) Except as expressly provided otherwise herein, following the expiration or termination hereof the parties shall continue to perform their respective obligations under this Agreement which specifically survive or are to be performed after the date of termination. The provisions of this Agreement which by their nature are intended to survive expiration and/or termination of this Agreement shall remain in full force and effect following expiration and/or termination of this Agreement, regardless of who causes the termination and under what circumstances.
(g) Except as provided above or elsewhere herein, neither party shall have any liability or obligation to the other upon the termination of this Agreement to pay any indemnity, compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or have any obligation to reimburse the other for any expenditures, investments or commitments made in connection with or in anticipation of the business relationship provided for herein.
(h) Notwithstanding anything expressed or implied to the contrary, in the event of the expiration or termination of this Agreement, Sign Greeters and Licensee shall ensure that any order in progress for a Customer with a delivery date following the effective date of expiration or termination of this Agreement shall be fulfilled, delivered and completed by Licensee following the effective date of termination of this Agreement.
16. Relationship of the Parties; Indemnification.
(a) Relationship of the Parties. The relationship between Sign Greeters and Licensee is solely that of a licensor and licensee and nothing in this Agreement shall be construed to constitute the parties hereto as partners or as agents of one another or as authorizing either party to obligate the other in any manner. Licensee shall not represent itself, directly or by implication, to be an employee, agent, or partner with Licensor or in any manner, assume or create any obligation on behalf of or in the name of Licensor.
(b) Indemnification. Subject to Section 9, and with the exception of Sections 10 and 11, Licensee and Licensor shall each, at its sole cost and expense, defend, indemnify and hold harmless the other party, its officers, directors, managers, members, shareholders, employees, agents, successors and assigns, subsidiaries and affiliates, and each of their officers, directors, managers, members, shareholders, employees and agents, (such party entitled to indemnity, an “Indemnified Party”) from and against any and all liabilities, losses, damages, claims, demands, interest, awards, judgments, penalties, fines, costs and/or expenses (including reasonable legal, attorneys’ fees and expenses, court costs, disbursements, and costs of settlement) actually suffered or incurred by an Indemnified Party, arising out of or resulting from: (a) the material breach by the other party(the “Indemnifying Party”) of any term, obligation, representation, warranty, covenant or agreement set forth in this Agreement; (ii) any negligent act or omission or intentional misconduct of the Indemnifying Party, or any of its parent, affiliates, divisions, subsidiaries and each of their successors, assigns, affiliates, officers, directors, managers, members, shareholder, agents, representatives or employees; (iii) the violation of applicable laws, rules or regulation by the Indemnifying Party or any of its parent, affiliates, divisions, subsidiaries and each of their successors, assigns, affiliates, officers, directors, managers, members, shareholder, agents, representatives or employees.
The foregoing indemnification shall not apply in the event and to the extent that a court of competent jurisdiction determines that such liability, loss, damage, claim, demand, interest, award, judgment, penalty, fine, cost and/or expense arose as a result of the act, omission, negligence, intentional misconduct or breach of this Agreement by the Indemnified Party, or any of its parent, affiliates, divisions, subsidiary and each of their successors, assigns, affiliates, officers, directors, managers, owners, agents, representatives, contractors or employees.
17. Successors and Assigns. This Agreement is binding upon, and inures to the benefit of, the parties and their respective successors and permitted assigns. Neither party may assign this Agreement, in whole or in part, without the express prior written consent of the other party which may be withheld in such party’s sole discretion. For purposes of this Agreement a Change of Control (as defined below) of Licensee shall constitute an assignment and require prior written consent in accordance with this Section 14. A “Change of Control” means (i) the sale or transfer (whether by equity purchase or sale, merger, exchange, investment or similar transaction) of more than fifty percent (50%) of Licensee’s issued and outstanding equity securities, or (ii) the sale of a majority of Licensee’s assets, in each case in a single transaction or series of related transactions.
18. Disputes. Except for Section 10 and Section 11 of this Agreement, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration panel shall consist of one arbitrator approved by both parties with experience in the subject matter, applying Delaware law without reference to any choice-of-law or conflict of law principles that might lead to the application of the Laws of any other jurisdiction. The parties hereby consent to arbitration in Atlanta Georgia.
19. All claims or disputes arising out of Section 10 or Section 11 of this Agreement or any other intellectual property dispute shall be submitted to the Georgia Northern District Federal Court sitting in Atlanta, Georgia.
20. Construction. The headings of the Sections and Title of this Agreement are for convenience only and in no way, modify, interpret or construe the meaning of specific provisions of this Agreement.
21. Entire Agreement; Waiver. This Agreement constitutes and contains the complete, final and exclusive understanding and agreement of the parties with respect to the subject matter hereof and supersedes and terminates all other prior commitments, arrangements or understandings, both oral and written, between the parties with respect thereto. This Agreement may not be modified or amended except by an instrument in writing executed by each of the parties. No waiver of any provision of this Agreement will be effective unless made in writing. No waiver of any breach of any provision of this Agreement will constitute a waiver of any subsequent breach of the same or of any other provision of this Agreement.
22. Severability. Any provision of this Agreement which is held by a court of competent jurisdiction to be prohibited or unenforceable in such jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
23. Notices. Any notice pursuant to this Agreement must be in writing and will be deemed effectively given to another party on the earliest of the date (a) three (3) business days after such notice is sent by registered U.S. mail, return receipt requested, (b) one (1) business day after receipt of confirmation of actual receipt by that party if such notice is sent by electronic mail, (c) one (1) business day after delivery of such notice into the custody and control of an overnight courier service for next day delivery (receipt requested), (d) one (1) business day after delivery of such notice in person and (e) the date such notice is actually received by that party; in each case to the appropriate address set forth in the preamble to this Agreement (or to such other address as a party may designate by notice to the other party).
24. Counterparts. This Agreement may be signed in two counterparts, each of which shall be deemed an original and which shall together constitute one Agreement. Signatures sent by electronic means ( scanned and sent via e-mail or signed by electronic signature service where legally permitted) shall be deemed original signatures.
25. Compliance with Law. Each Party shall comply with all laws and regulations applicable to its business and to the sale and marketing of the Products.
SIGNATURE PAGE to BUSINESS AGREEMENT
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first set forth above.
LICENSOR: LICENSEE:
Sign Greeters, LLC (Delaware)
Insert Licensee Name
________________________________________ _________________________________________
Signature Signature
________________________________________ _________________________________________
Print Name Print Name
________________________________________ _________________________________________
Title; Managing Member Title
________________________________________ _________________________________________
Date Date
Exhibit “A”
Fees
Licensee shall pay a one-time initial fee of $4,000 for the right to sell the Sign Greeter Products in the Territory assigned to such Licensee. Licensee shall pay an additional $1,500 for each additional Territory approved and assigned by Licensor to Licensee (the “Initial Fees”). Commencing on the first month following the month in which this Agreement is entered into, Licensee shall pay Licensor a monthly fee of $150.00 (the “Maintenance Fee”). On the first anniversary of the Effective Date of this Agreement, the Maintenance Fee shall be increased to ${Renewal Amount:42} per month.
Exhibit “B”
Inventory Package
Upon payment of the Initial License Fee, Licensee shall receive an inventory package for each Territory Assigned to it containing the following):
135 graphics
1 Gold Happy Birthday
1 Blue Happy Birthday
1 A-Z
1 0-9
2 nd
2 rd
2 th
2 st
2 !!
1 &
Red, blue, pink, black, gold sets of balloons
Exhibit “C”
Trademark License
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