Advertising Media Buy Agreement

ADVERTISING MEDIA BUY AGREEMENT

This Advertising Media Buy Agreement ("Agreement") is entered into as of Effective Date: by and between the parties identified below.

Parties

Recitals

WHEREAS, Advertiser desires to procure media placements and related services to promote Advertiser's goods or services in connection with the Campaign Name:

WHEREAS, Agency is experienced in negotiating, acquiring and managing media buys on behalf of clients and will procure and manage media placements in accordance with the terms and conditions of this Agreement; and

WHEREAS, the parties intend by this Agreement to set forth the terms under which Agency will purchase media and provide related services for the Campaign.

Scope of Work

Agency will provide media planning, negotiation, insertion order placement, trafficking, optimization and reporting as detailed below. Agency's obligations include procuring media placements, coordinating creative delivery to vendors, and providing periodic performance reports. Specific deliverables, channels, flight windows, targeting parameters and KPIs will be set forth in insertion orders and the general description below.

Payment Terms

Advertiser shall pay Agency fees and media vendor costs in accordance with the schedules set forth below. All amounts are stated in U.S. dollars unless otherwise agreed in writing. Agency will invoice Advertiser for fees and pass-through vendor charges as incurred or on the schedule below.

Payments are due within Payment Terms (days): days of invoice receipt unless otherwise agreed. Overdue amounts shall accrue interest at the lesser of Late Fee Rate: or the maximum permitted by law. Advertiser is responsible for all taxes associated with payments hereunder unless otherwise stated.

Term and Termination

This Agreement commences on Start Date: and continues through End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party following Notice Period (days): . Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice. Upon termination, Advertiser shall pay Agency for all services performed and non-cancelable commitments made prior to the effective date of termination.

Confidentiality

Each party agrees to hold in confidence and not disclose to any third party any Confidential Information disclosed by the other party, except to those employees, contractors or affiliates with a need to know who are bound by confidentiality obligations no less protective than those set forth herein. "Confidential Information" excludes information which (a) is or becomes public through no breach of this Agreement, (b) was lawfully in the receiving party's possession prior to disclosure, (c) is rightfully received from a third party without confidentiality obligations, or (d) is independently developed without use of the disclosing party's Confidential Information.

Confidentiality obligations shall survive termination of this Agreement for Confidentiality Period (years): years.

Intellectual Property and Use of Creative

Advertiser warrants that it owns or has the lawful right to authorize Agency to use all creative materials provided to Agency for use in the Campaign. Advertiser grants Agency a limited, non-exclusive, non-transferable license to use Advertiser-provided creative solely for fulfillment of this Agreement. Agency retains ownership of any Agency-created materials, subject to a license to Advertiser for campaign use as expressly stated in writing. Any third-party creative clearances or licenses required for placement are the responsibility of Advertiser unless the parties expressly agree otherwise in writing.

Indemnification and Limitation of Liability

Advertiser shall indemnify, defend and hold harmless Agency and its officers, directors, employees and agents from and against any third-party claim arising out of Advertiser's breach of warranty, including claims alleging infringement, libel, privacy violations or other legal claims resulting from Advertiser-provided content. Agency shall indemnify Advertiser for claims arising from Agency's gross negligence or willful misconduct in performing services.

Except for liability arising from gross negligence, willful misconduct or the indemnities stated above, each party's aggregate liability to the other under this Agreement shall not exceed Liability Cap (total fees paid under this Agreement): . Neither party shall be liable for indirect, incidental, special, consequential or punitive damages, even if advised of the possibility of such damages.

Representations; Compliance with Laws

Each party represents that it has the full corporate power and authority to enter into this Agreement. Each party agrees to comply with all applicable laws, rules and regulations in the performance of its obligations. Agency's placement of media is subject to publisher/vendor terms and applicable laws; Agency shall use commercially reasonable efforts to secure placements consistent with the Scope of Work.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of Governing Law State: , without regard to its conflict of laws principles. The parties shall first attempt to resolve disputes in good faith through negotiation; if unresolved, disputes shall be resolved by binding arbitration or litigation as agreed in writing.

Entire Agreement

This Agreement, together with any executed insertion orders, schedules and addenda specifically referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the other's prior written consent except to a successor in interest to substantially all of its business and assets. Notices required under this Agreement shall be sent to the addresses set forth in the Parties section.

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