Advertising and Marketing Agreement

EXCLUSIVE ADVERTISING AND CONSULTING AGREEMENT

This agreement is entered into by and between , hereinafter referred to as "Company", and , hereinafter referred to as "Agent".

For and in consideration of the mutual promises contained herein, the Company and Agent do hereby covenant, contract and agree as follows:

1. AGENCY: Subject to the terms of this agreement, Company does hereby appoint Agent as it's exclusive agent for the following purposes:

(a) Selection and placement of advertising for Company; and

(b) Consultant to Company for Advertising and Marketing Purposes.

(c) [Other purposes]

2. RELATIONSHIP: Company and Agent agree that agent is an independent contractor and shall pay his or her own employment, income and other taxes as well as all insurance.

3. DUTIES: Agent shall perform the following duties in reference to this agreement:

(a)

(b) Use his or her best efforts and abilities to select and recommend to Company advertising and marketing plans and options for Company. "Advertising" as used throughout this agreement means promotional ads of any kind or form, for any product, service, show or other item, and includes television ads, magazine ads, newspaper ads, private company ads, product endorsements, promotional literature, videos, books or any other services.

Agent shall represent, advise and assist Company in the negotiation and execution of any and all publicity, advertising and marketing contracts.

Agent shall not be authorized to bind Company to any advertising or marketing agreements until Agent obtains the written consent to same by of the Company.

4. COMPENSATION: Company shall pay unto Agent for his or her services the following:

(a) [state how compensation to be paid]

(b) [state when amounts to be paid.]

5. EXPENSES: As part of the compensation to Agent, Company shall also be reimbursed for the following expenses:

(a) [state expenses to be paid]

6. EXCLUSIONS: Excluded from this agreement are all existing advertising agreements in place at the time of the execution of this agreement.

7. TERM: This agreement shall extend for a period of days from the date hereof.

8. RENEWAL: This agreement shall be automatically renewed:

3 months

6 months

one year

OTHER

in one (1) year increments unless either party gives days written notice to the other prior to the expiration of any one contract period of their intent not to renew.

9. MODIFICATION: This agreement may not be modified except by amendment reduced to writing and signed by both Company and Agent. No waiver of this agreement shall be construed as a continuing waiver or consent to any subsequent breach thereof.

10. NOTICES: All notices hereunder shall be effective if sent by certified mail, postage prepaid, return receipt request to [list name and address]:

11. ENTIRE AGREEMENT: This agreement constitutes the entire agreement between the parties hereto and replaces and supercedes all prior agreements between the parties relating to this same subject matter.

12. GOVERNING LAW: This agreement shall be construed in accordance with the laws of the State of .

13. PARTIAL INVALIDITY: In the event any provision hereof shall be for any reason illegal or unenforceable, the same shall not affect the validity or enforceability of the remaining provisions.

14. ATTORNEY FEES: In the event that the agreements become subject to litigation between the parties hereto, the parties agree that the prevailing party shall be entitled to an award of attorney's fees, costs and the prevailing statutory interest from the other party.

15. INDEPENDENT COUNSEL: The parties hereto further represent that they have had the opportunity to obtain independent legal counsel before entering this agreement.

16. FURTHER DOCUMENT: The parties further agree that if any other provisions or agreements are necessary to enforce the intent of this document, that both parties will execute same upon request.

This agreement entered into this the day of , .

STATE OF

COUNTY OF

PERSONALLY came and appeared before me, the undersigned in and for the jurisdiction aforesaid, the within named in the above and foregoing instrument of writing, who acknowledged to me that she signed and delivered the above foregoing instrument of writing on the day and in the year and for the purposes therein mentioned.

GIVEN under my hand and official seal of office on this the day of , 20.

______________________________

NOTARY PUBLIC

My Commission Expires:

STATE OF

COUNTY OF

PERSONALLY came and appeared before me, the undersigned in and for the jurisdiction aforesaid, the within named in the above and foregoing instrument of writing, who acknowledged to me that she signed and delivered the above foregoing instrument of writing on the day and in the year and for the purposes therein mentioned.

GIVEN under my hand and official seal of office on this the day of , 20.

______________________________

NOTARY PUBLIC

My Commission Expires:

STATE OF

COUNTY OF

PERSONALLY came and appeared before me, the undersigned in and for the jurisdiction aforesaid, the within named in the above and foregoing instrument of writing, who acknowledged to me that she signed and delivered the above foregoing instrument of writing on the day and in the year and for the purposes therein mentioned.