Agency Executive Agreement

AGENCY EXECUTIVE AGREEMENT

This Agency Executive Agreement (the Agreement) is made and entered into as of Effective Date: by and between Agency: with principal place of business at , and Executive: residing at . Agency and Executive are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Agency is engaged in the business of providing marketing, management, and related agency services and desires to engage Executive to perform executive-level duties for the Agency;

WHEREAS, Executive has represented that Executive possesses the experience, qualifications, and ability to perform the services described in this Agreement and is willing to perform such services on the terms and conditions set forth herein;

WHEREAS, the Parties desire to set forth their respective rights and obligations in connection with Executive’s engagement by Agency.

SCOPE OF WORK

Executive shall perform executive services for Agency as described below. Executive shall report to the Agency’s designated officer and shall devote the time and attention reasonably necessary to perform the duties set forth.

PAYMENT TERMS

In consideration for the services provided by Executive, Agency shall pay Executive the compensation described below. All amounts are payable in lawful currency unless otherwise agreed in writing.

Late payments shall incur interest as set forth below. Executive shall submit invoices in accordance with Agency’s customary procedures and each invoice shall specify the services performed and period covered.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and, unless earlier terminated in accordance with this Agreement, shall continue until End Date: .

Either Party may terminate this Agreement for convenience by providing written notice to the other Party not less than days prior to the effective date of termination.

Agency may terminate this Agreement immediately for Cause. For purposes of this Agreement, "Cause" includes material breach, willful misconduct, conviction of a felony, or other conduct that materially injures Agency’s business. Upon termination for Cause, Agency shall pay Executive only those amounts earned through the effective date of termination, subject to any offsets permitted by law.

CONFIDENTIALITY

Executive acknowledges that during performance of services Executive will have access to Confidential Information. "Confidential Information" means non-public information disclosed by Agency that is designated as confidential or that, given the nature of the information, reasonably should be understood to be confidential.

Executive shall: (a) hold Confidential Information in strict confidence; (b) not disclose it to any third party except as required to perform duties under this Agreement; and (c) not use Confidential Information for any purpose other than the performance of Executive’s obligations hereunder. Executive shall take reasonable steps to protect Confidential Information from unauthorized disclosure.

Executive shall return or destroy all materials containing Confidential Information within days of termination.

INTELLECTUAL PROPERTY

All work product, including inventions, designs, processes, reports, and other materials created by Executive in the course of performing services under this Agreement, shall be the exclusive property of Agency. Executive hereby assigns to Agency all right, title, and interest in and to such work product and agrees to execute documents necessary to effectuate such assignment.

INDEMNIFICATION

Each Party shall indemnify, defend, and hold harmless the other Party from and against any claims, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of the indemnifying Party’s breach of this Agreement, negligent acts, or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located within that State for any action arising out of or related to this Agreement.

ENTIRE AGREEMENT

This Agreement (including all exhibits and schedules hereto) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by both Parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. The Parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship except as expressly provided herein. Headings are for convenience only and shall not affect interpretation.

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