Digital Marketing Proof

DIGITAL MARKETING PROOF AND SERVICES AGREEMENT

This Digital Marketing Proof and Services Agreement ("Agreement") is entered into on between

Recitals

WHEREAS, Client desires that Provider prepare, execute and deliver digital marketing services, creative assets and campaign proof of performance as described herein; and

WHEREAS, Provider represents that it has the experience, personnel and resources required to perform the services and to provide verifiable proof of campaign deliverables and performance metrics; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, deliverables and acceptance procedures set forth in this Agreement.

Scope of Work

Provider shall perform digital marketing services (the "Services") and deliver the Deliverables described below. The Services and Deliverables shall include the creation, deployment, monitoring and reporting of digital campaigns, together with proofs of performance as set forth in this Agreement.

Deliverables and Proof of Performance

Campaign Name:   Period: to

Provider shall deliver verifiable proof of performance for each deliverable listed below. Proof of performance shall include, as applicable, timestamped screenshots of published ads, delivery reports from advertising platforms, analytics exports (CSV/PDF), UTM-tagged landing page logs, and other objective metrics.

Ad creatives and copy    Analytics reports    Landing pages    Social posts

Client shall have business days following delivery of proof to review and either accept or reasonably reject the proof in writing. Absent timely written rejection specifying materially nonconforming items, proof will be deemed accepted.

Payment Terms

Total Fee (USD):

Deposit Amount (if any):   Deposit Due On:

Balance Due On:   Payment Method:

Late Payment: Past due balances shall accrue interest at % per month (or the maximum permitted by law), and Client shall also be responsible for reasonable collection costs and attorney fees incurred in enforcing payment.

Term and Termination

Term Start:   Term End:

Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Either party may terminate for material breach that remains uncured for 15 days after written notice of such breach.

Upon termination, Client shall pay Provider for all Services performed and documented expenses incurred through the effective date of termination and for any non-cancelable commitments reasonably incurred by Provider.

Confidentiality

Each party shall hold in confidence and not disclose to any third party Confidential Information of the other party. "Confidential Information" means non-public business, technical or financial information disclosed in connection with this Agreement. Confidentiality obligations shall continue for years following termination or expiration of this Agreement, except with respect to information that becomes publicly known other than through a breach by the receiving party or is independently developed.

Intellectual Property

Provider grants Client a worldwide, non-exclusive, transferable license to use the Deliverables for Client's business purposes upon full payment of all fees due hereunder. Provider retains ownership of Provider's pre-existing proprietary materials and tools, and any underlying methodology, templates or software not specifically created as a Deliverable ("Background IP").

Where transfer of ownership of specific Deliverables is required, the parties shall document such transfer in writing. Client acknowledges that Provider may reuse general ideas, know-how and skills acquired during performance provided no Confidential Information or Client-branded assets are disclosed or used.

Representations, Indemnity and Limitation of Liability

Each party represents that it has authority to enter into this Agreement. Provider represents that the Services will be performed in a professional manner consistent with industry standards.

Client shall indemnify and hold Provider harmless from claims arising out of Client-provided materials, directions or content that infringe third-party rights or violate applicable law. Provider shall indemnify Client for claims arising from Provider's breach of representations or willful misconduct.

EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law

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

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by both parties.

Acceptance and Certification of Proof

By signing below, Client acknowledges receipt of the proof materials as described and certifies that the proof accepted meets the acceptance criteria in this Agreement, except as otherwise communicated in writing prior to signature. Provider certifies that the proof materials accurately reflect the Services performed to the best of Provider's knowledge.

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