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Chapter 23. Managing Your Affiliates > Trademark Protection Agreement

Trademark Protection Agreement

If you decide to prohibit your affiliates or other marketing partners from marketing your trademarks in the search engines, review the following excerpt from REVShare's Trademark Protection Agreement as an example. This agreement addresses optimization and advertising tactics. Revise the specific restrictions herein based on your company's business strategy. An attorney can help you customize an agreement plus add the necessary provisions.


This Trademark Protection Agreement (“Agreement”) is entered into as of __________ 2004, by and between ______________________ (“Buyer”) and _______________ (“Seller”), with reference to the following facts:


A. Seller advertises, markets, sells, and distributes products (the “Products”) under the trademarks (the “Marks”) described on Exhibit A hereto directly and through authorized distributors to the public.

B. Seller has entered into an agreement with Buyer, which authorizes and licenses Buyer to advertise, market, sell, and distribute the Products and to exploit the Marks in connection thereto.

C. Buyer acknowledges that (a) the Marks are owned by and constitute value property of Seller; (b) that Seller has the right to restrict, limit, and otherwise control use of the Marks; and (c) that certain abuses exist in the market which undermine the integrity and value of the Marks and the Products, specifically in the use of the Marks or some variation thereof in connection with the marketing of the Products through the Internet without Seller's consent which have the effect of directing traffic from Seller's business.

Now, therefore, in consideration of the above recitals and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Restrictions. Buyer shall not advertise, offer, market, distribute, or sell the Products or exploit the Marks in any manner on or through Internet Search Engines or Directories except as expressly provided in this Agreement. Buyer agrees to the restrictions, prohibitions, and terms set forth in this Agreement are reasonable and not to engage in any of the prohibited tactics set forth below.

2. Prohibitions Apply to All Sales of Products. Buyer agrees that all of the restrictions set forth in this Agreement apply to all sales of Products or the use of the Marks in connection with the advertising, promotion, or marketing of the Products, including Products previously purchased from Seller, whether delivered or not, and all Products which Buyer is permitted to sell under any currently existing agreement(s), or in the future under this, or any other agreement with Seller. With respect to Buyer's existing rights to sell Products, Buyer agrees to fully comply with all of the terms of this Agreement forthwith, but in no event later than thirty (30) days following the execution hereof. (TIME IS OF THE ESSENCE!)

3. Restriction on Use of Trademarks in Meta Tags. Buyer may not include any Product trademark, or similar variations, in the meta tags of any web site HTML code. This includes the meta title, meta keywords, or meta description.

4. Restrictions on Use of Trademark Terms on Search Engines. Buyer may not purchase, obtain, or use any keywords from Search Engines so as to redirect traffic to the Buyer's web Site or any other web Site whereby the Marks, or any variation thereof, is used as either a keyword and/or included in any ad copy, titles, or descriptions. Use of any keywords, including but not limited to, the singular/plural form of the Marks, misspellings, or other variations of the Marks, or any variation thereof, is prohibited. Buyer may not purchase the Marks, or any variations thereof, for use in text links, banner ads, pop-up ads, or any other type of ad that could be associated with a keyword campaign.

5. Domain Names. Buyer may not purchase or obtain additional domain names (URLs) with any part of the Marks, or any variations thereof, included as part of the address. Ownership of all domain names Buyer currently uses, including the Marks, and all variations thereof, must be transferred to Seller's name through a domain name registrar company of Seller's choice. Said transfer must occur no later than thirty (30) days following the execution of this Agreement.

6. Outsourcing to Online Marketing Firms. Buyer may not outsource Search Engine marketing efforts to any third party. If Buyer is currently marketing Seller's trademarked Products on Search Engines, Buyer is required to immediately implement and abide by all of the terms, restrictions, and prohibitions set forth in this Agreement. Buyer shall contact each Search Engine, or third party agency, and revise all ad copy, titles, descriptions, keywords, URL's, text links, and advertisements, including all meta tags (meta titles, meta keywords, and meta descriptions), to comply with the terms of this Agreement. Buyer agrees to be in full compliance with all of the terms of this Agreement not later than thirty (30) days following the execution of this Agreement. (TIME IS OF THE ESSENCE!)

7. Partial List of Prohibited Search Engines. The restrictions and prohibitions set forth in this Agreement apply to all Search Engines used by U.S. residents, including but not limited to:

a. About.coml. iWon
b. AllTheWeb/FASTm. InfoSpace
c. AltaVistan. LookSmart
d. Ah-hao. Lycos
e. America Onlinep. MSN
f. Ask Jeevesq. Netscape
g. Exciter. Open Directory
h. FindWhats. Overture
i. Googlet. Teoma
j. HotBotu. Yahoo!
k. Kanoodle 

As a partial exception to the foregoing, provided Buyer is permitted to sell the Products outside the United States, Buyer is exempt from complying with the restrictions and terms of this Agreement with respect only to Search Engines that do not primarily target a U.S. audience, e.g., “uk.yahoo.com”.

8. Permitted Resale. Provided Buyer has the right to resell the Products to any entity or party other than the ultimate end user customer (“Reseller”) under written Agreement with Seller, Buyer may only sell Product to any such Reseller provided that prior to any such sale or distribution, or agreement of sale or distribution, Buyer shall obtain the execution by such Reseller of this Agreement, which shall be incorporated in and become a part of all agreements for such sale or distribution by and between Buyer and Reseller. Additionally, included in the Agreement shall be the express statement and agreement by Buyer and Reseller that Seller is a third party beneficiary of the Agreement.

9. Notices. All notices, demands, approvals, and other communications provided for herein shall be in writing and be delivered to counsel for the parties by postage prepaid U.S. mail, facsimile (only if confirmed within 24 hours by mail or by overnight air courier), overnight air courier, personal delivery, or registered or certified U.S. mail with return receipt requested to the appropriate party at its address as follows:





(Fax) _________________





(Fax) _________________



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