Business CTA Document

BUSINESS CALL-TO-ACTION ENGAGEMENT AGREEMENT

This Business Call-To-Action Engagement Agreement (the Agreement) is made and entered into by and between the parties identified below as of the Effective Date. Client Name: and Service Provider Name: .

Effective Date:

RECITALS

WHEREAS, Client seeks to retain Service Provider to design, implement and optimize a business call-to-action campaign (the CTA Campaign) intended to generate measurable customer responses, leads, or conversions; and

WHEREAS, Service Provider possesses expertise in marketing creative, landing page development, tracking and conversion optimization and is willing to provide the services described herein subject to the terms and conditions of this Agreement; and

WHEREAS, the parties desire to set forth the scope of work, payment terms, confidentiality obligations and other rights and responsibilities with respect to the CTA Campaign.

1. SCOPE OF WORK

Service Provider shall perform the services and deliver the deliverables described below in accordance with the acceptance criteria and schedule agreed by the parties.

2. PAYMENT TERMS

Total Fee (Contract Price): $

Late Payment: If any undisputed amount is not paid when due, Client shall pay late fees equal to on the overdue balance, or the maximum permitted by law, whichever is less.

Taxes: All fees are exclusive of taxes. Client shall be responsible for sales, use, value-added, and other taxes arising from the services, except taxes based on Service Provider's net income.

3. TERM AND TERMINATION

Term Start Date:

Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach that is not cured within 15 days after receipt of written notice of such breach.

Upon termination, Client shall pay Service Provider for all services performed and approved expenses incurred through the effective date of termination. Service Provider shall deliver to Client all work completed to date and, if applicable, reasonable transition assistance.

4. CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical, financial, marketing and other information disclosed by one party (Discloser) to the other (Recipient) either orally or in writing that is designated as confidential or that reasonably should be understood to be confidential.

Non-Disclosure and Use: Recipient shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, contractors or professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein.

Exclusions: Confidential Information does not include information that (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was already known to Recipient at the time of disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed by Recipient without use of Confidential Information.

Duration: Recipient's duty to protect Confidential Information survives for a period of three (3) years from disclosure, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law.

5. INTELLECTUAL PROPERTY AND LICENSES

Ownership: Unless otherwise agreed in writing, Service Provider shall retain ownership of pre-existing materials and tools, and Client shall receive a non-exclusive, non-transferable license to use deliverables for Client's internal marketing purposes upon full payment of fees. To the extent any deliverable constitutes a work for hire under applicable law, ownership shall transfer to Client upon full payment.

Third-Party Materials: Each party warrants it has or will obtain rights necessary to use any third-party materials incorporated in deliverables. Client grants Service Provider a limited license to use Client marks and materials solely to perform the services.

6. CHANGE ORDERS

7. REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents that it has the authority to enter into this Agreement. Service Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, ALL WARRANTIES ARE DISCLAIMED.

Indemnity: Each party shall indemnify, defend and hold harmless the other from and against third-party claims arising from the indemnifying party's breach of its representations, willful misconduct, or negligence. The indemnified party shall provide prompt written notice of any claim and reasonable cooperation in the defense.

8. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable for special, incidental, consequential or punitive damages. Each party's aggregate liability for claims arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

9. NOTICES

10. 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. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in that state.

11. ENTIRE AGREEMENT

This Agreement, including any documents incorporated by reference and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

12. MISCELLANEOUS

Independent Contractor: Service Provider is an independent contractor and not an employee, partner, or legal representative of Client. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

Severability: If any provision is held invalid or unenforceable, the remainder shall remain in full force and effect.

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