Legal ADS Agreement

LEGAL ADS AGREEMENT

This Legal Ads Agreement (the "Agreement") is entered into as of Effective Date: by and between Advertiser Name: , a(n) Entity Type: Corporation LLC Other, with principal place of business at ; and Agency Name: , a(n) Entity Type: Corporation LLC Other, with principal place of business at .

RECITALS

WHEREAS, Advertiser desires to engage Agency to provide advertising services for the promotion of Advertiser's products or services on digital and/or offline media pursuant to the terms set forth herein; and

WHEREAS, Agency represents that it has the experience, personnel, and resources necessary to plan, create, place and monitor advertisements and related campaigns in accordance with industry standards and applicable platform policies; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the advertising campaign described below.

NOW THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Campaign" means the advertising program described in Section 2, including creative, placements, targeting parameters and performance objectives.

1.2 "Deliverables" means creative assets, ad copy, tracking tags, reports and other materials to be delivered by Agency as specified in this Agreement.

2. SCOPE OF SERVICES

2.1 Campaign Description: Advertiser engages Agency to provide advertising services for Campaign Name: .

2.2 Term: The Campaign shall commence on Start Date: and end on End Date: , unless earlier terminated in accordance with Section 4.

3. FEES AND PAYMENT

3.1 Fees: Advertiser shall pay Agency a total fee of (the "Fee") in accordance with the Payment Schedule.

3.2 Late Payment: Late amounts shall accrue interest at a rate of or the maximum rate permitted by law, whichever is lower.

4. TERM AND TERMINATION

4.1 Term: This Agreement shall remain in effect for the Campaign term identified in Section 2.2 unless earlier terminated in accordance with this Section 4.

4.2 Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination; Advertiser shall pay Agency for all services performed and expenses incurred through the effective date of termination.

4.3 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other materially breaches this Agreement and fails to cure such breach within 15 days after receipt of notice specifying the breach.

5. INTELLECTUAL PROPERTY; LICENSES

5.1 Advertiser retains all right, title and interest in and to Advertiser Content provided to Agency. Advertiser grants Agency a limited, non-exclusive, royalty-free license to use Advertiser Content solely for the purpose of performing Agency's obligations under this Agreement.

5.2 Agency hereby grants Advertiser a non-exclusive, revocable license to use Campaign Deliverables for the limited purpose of the Campaign, subject to payment of all Fees and compliance with this Agreement. Ownership of any third-party licensed materials remains with the respective third party and Agency will secure necessary licenses.

6. CONFIDENTIALITY

6.1 Each party shall use Confidential Information only for performance under this Agreement and shall protect it with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

7. DATA, PRIVACY AND TRACKING

7.1 Data Use: Agency may collect, process and use campaign performance data and aggregated metrics for reporting, optimization and internal analytical purposes, provided that such data is anonymized to remove personally identifiable information unless Advertiser provides explicit written authorization.

7.2 Compliance: Each party shall comply with applicable data protection and privacy laws and shall not engage in practices that violate consumer privacy rights or platform policies. Advertiser warrants that it has the necessary consents for any personal data provided to Agency.

8. REPRESENTATIONS, WARRANTIES AND COVENANTS

8.1 Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and perform its obligations. Advertiser represents that Advertiser Content does not infringe third-party rights and is not unlawful.

8.2 Agency warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards. Agency does not warrant specific levels of sales or conversions unless explicitly stated in a written Performance Addendum.

9. INDEMNIFICATION

9.1 Advertiser shall indemnify and hold harmless Agency and its officers, directors and employees from and against any third-party claim arising out of Advertiser Content, violation of law by Advertiser or Advertiser's breach of any representation or warranty.

9.2 Agency shall indemnify and hold harmless Advertiser from claims arising from Agency's gross negligence, willful misconduct, or material breach of this Agreement, except to the extent such claim arises from Advertiser Content or Advertiser instructions.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF A PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY ADVERTISER TO AGENCY UNDER THIS AGREEMENT DURING THE SIX MONTHS PRECEDING THE CLAIM, OR , WHICHEVER IS GREATER.

11. COMPLIANCE WITH LAWS AND PLATFORM POLICIES

11.1 Each party shall comply with applicable laws, regulations, and applicable platform terms of service. Agency shall not knowingly publish ads that violate platform advertising policies; Advertiser shall cooperate in removing non-compliant content upon notice.

12. REPORTING, METRICS AND AUDIT

12.1 Audit Rights: Advertiser may, upon reasonable notice, audit Agency's records relating to invoiced fees and performance metrics not more than once per 12-month period; such audit shall be conducted during normal business hours and in a manner that does not unreasonably interfere with Agency's business.

13. NOTICES

13.1 Notices shall be effective upon receipt if delivered by hand, nationally recognized overnight courier, or confirmed electronic transmission, and shall be sent to the addresses set forth above or such other address as a party designates by notice.

14. ASSIGNMENT; SUBCONTRACTING

14.1 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, provided the assignee assumes the assigning party's obligations.

14.2 Agency may engage subcontractors to perform services, provided Agency remains responsible for the acts and omissions of such subcontractors.

15. AMENDMENTS; WAIVER; SEVERABILITY

15.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No failure or delay in exercising any right shall operate as a waiver.

15.2 If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

16. GOVERNING LAW; ENTIRE AGREEMENT; COUNTERPARTS

16.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

16.2 Entire Agreement: This Agreement, together with any exhibits and addenda executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings.

16.3 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic or facsimile signatures shall be deemed originals for all purposes.

17. MISCELLANEOUS

17.1 Force Majeure: Neither party shall be liable for delays or failures in performance caused by circumstances beyond its reasonable control, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

17.2 Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall be deemed to create a joint venture, partnership or agency relationship for any other purpose.

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