Business Draft IO

BUSINESS DRAFT IO

This Insertion Order (the "IO") is entered into on Effective Date: by and between:

Client Name:

Agency Name:

IO Number:    Campaign Name:

WHEREAS

WHEREAS, Client seeks to engage Agency to deliver advertising, media placement, and related services for the Campaign described herein; and

WHEREAS, Agency represents that it has the experience, personnel and resources to perform the services and deliverables specified in this IO in accordance with the terms of this IO and any master services agreement between the parties;

NOW, THEREFORE, in consideration of the mutual covenants contained in this IO, the parties agree as follows:

SCOPE OF WORK

Agency will provide the following services and deliverables for the Campaign. Services include, but are not limited to, creative development, media buying, trafficking, reporting, and campaign optimization. Specific tasks, deliverables, milestones and acceptance criteria are described below:

PAYMENT TERMS

Total Campaign Budget (Net): $. All amounts are in U.S. dollars unless otherwise specified.

Invoices will be delivered to Billing Contact: , Billing Email: .

Payment Terms: Client shall pay undisputed invoices within days from date of invoice. Late payments shall incur interest at per month (or the maximum permitted by law), applied to the unpaid balance.

All third-party media costs and production expenses ("Pass-Through Costs") will be billed separately and must be pre-approved in writing by Client. Agency will provide itemized receipts upon request.

TERM AND TERMINATION

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

Either party may terminate this IO for convenience upon giving the other party at least days' prior written notice. Either party may terminate immediately upon material breach by the other party if such breach is not cured within 15 days after written notice of breach.

Upon termination, Client shall pay Agency for all work performed and pre-approved non-cancelable obligations incurred through the effective date of termination. Agency will deliver any completed work and reasonable documentation for amounts due.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in any form that is identified as confidential or which a reasonable person would understand to be confidential. Confidential Information includes business plans, pricing, media strategies, creative concepts, and analytics.

The Receiving Party shall: (a) use Confidential Information solely to perform its obligations under this IO; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a strict need to know and are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes public through no wrongful act of the Receiving Party; (ii) was rightfully known to the Receiving Party prior to disclosure; (iii) is rightfully obtained by the Receiving Party from a third party without restriction; or (iv) is independently developed without use of the Disclosing Party's Confidential Information. Confidentiality obligations survive termination for a period of three (3) years.

INTELLECTUAL PROPERTY AND USAGE

Unless otherwise agreed in writing, Client retains ownership of pre-existing intellectual property provided to Agency for use in the Campaign. Agency grants Client a non-exclusive, worldwide license to materials created by Agency for the Campaign for the duration of the Campaign and for archival and reporting purposes. Third-party materials remain subject to their original licenses.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other from third-party claims arising from its breach of this IO, gross negligence, or willful misconduct. Except for indemnity obligations or breaches of confidentiality, neither party shall be liable for consequential, punitive or special damages. Except for willful misconduct or fraud, aggregate liability of either party for direct damages shall not exceed the total fees paid or payable under this IO during the twelve (12) months preceding the claim.

GOVERNING LAW

This IO shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of this IO.

ENTIRE AGREEMENT

This IO, together with any referenced master services agreement, statements of work and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior or contemporaneous agreements and understandings, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Assignment: Neither party may assign this IO without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets. Independent Contractors: The parties are independent contractors and nothing in this IO creates a partnership, joint venture, or agency relationship for any purpose other than as expressly set forth.

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