Advertising CFAds Template

ADVERTISING CFADS TEMPLATE

Parties

Effective Date: . This Advertising CFAds Template Agreement (the Agreement) is entered into by and between the parties identified above.

Recitals

WHEREAS, Client retains Advertiser to plan, create, place and manage CFAds advertising campaigns as described in this Agreement; and

WHEREAS, Advertiser represents that it possesses the requisite experience, personnel and technical capability to perform advertising and media-buying services for the Client's campaign; and

WHEREAS, the parties desire to set forth the terms, deliverables, payment and confidentiality obligations governing the CFAds campaign.

Scope of Work

Advertiser shall provide the following services and deliverables for the CFAds campaign. Deliverables, targeting, placements, estimated impressions and milestones shall be described in the field below. Any material changes to scope will be governed by a written change order signed by both parties.

Creative Production, Approval and Revisions

Advertiser shall deliver initial creative for review by Client within days of the Effective Date. Client is entitled to rounds of revisions at no additional charge. Additional revisions will be billed at Advertiser's then-current hourly rate or flat fee as agreed in writing.

Final approval required from Client in writing (email acceptable) within business days of submission, or creative will be deemed approved.

Payment Terms

Total Campaign Fee: $. A non-refundable deposit of $ is due upon execution of this Agreement.

Late Payment: Amounts not paid within days of invoice date shall incur a late fee of % per month on the outstanding balance, or the maximum allowed by law, whichever is lower.

Term and Termination

Term Commencement: . Termination Date / Campaign End: .

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Termination for material breach by either party shall be effective upon written notice if the breaching party fails to cure the breach within days after receipt of notice of such breach.

Upon termination, Client shall pay for all services performed and non-cancellable media commitments incurred through the effective date of termination.

Confidentiality

Each party acknowledges that during performance it may receive Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information, creative assets, campaign performance data and pricing. Each party shall (i) use Confidential Information solely to perform its obligations under this Agreement and (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that (a) is or becomes publicly available other than through a breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; or (c) is independently developed without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent required by law, provided it gives the disclosing party prompt notice and cooperates in any reasonable effort to obtain confidential treatment.

Intellectual Property and License

Unless otherwise agreed in writing, Client retains ownership of Client-provided materials and final approved creative upon full payment. Advertiser hereby grants Client a perpetual, worldwide, royalty-free license to use campaign creative for Client's marketing purposes. Advertiser retains the right to use creative for industry recognition and portfolio purposes provided such use does not disclose Client Confidential Information.

Check applicable creative ownership option(s): Client owns final creative Advertiser retains underlying materials and grants Client license

Representations, Warranties and Indemnification

Each party represents and warrants that it has full authority to enter this Agreement. Advertiser warrants that the services and creative delivered will not infringe third-party intellectual property rights and will comply with applicable advertising standards. Advertiser shall indemnify, defend and hold Client harmless from claims arising out of infringement, negligent acts or willful misconduct in connection with Advertiser's services. Client shall indemnify Advertiser for claims arising out of Client-supplied materials.

Limitation of Liability

Except for willful misconduct or breaches of confidentiality and indemnity obligations, neither party shall be liable for consequential, incidental, indirect or punitive damages. Total aggregate liability for direct damages shall not exceed the total fees paid by Client under this Agreement for the specific campaign giving rise to the claim.

Data, Reporting and Performance Metrics

Advertiser will provide campaign performance reporting at the frequency specified: . Metrics will include impressions, clicks, conversions and media spend. Reporting data will be provided in a commonly used electronic format and shall exclude personally identifiable information unless expressly agreed.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

Entire Agreement; Amendment

This Agreement, together with any attachments and statements of work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, negotiations and agreements. No amendment or modification will be effective unless in writing and signed by both parties.

Notices

Notices under this Agreement shall be given to the contact persons listed below. Such notices shall be in writing and delivered by hand, certified mail, or nationally recognized courier service and are effective upon receipt.

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