Marketing Activations Labor Agreement

MARKETING ACTIVATIONS LABOR AGREEMENT

This Marketing Activations Labor Agreement (the Agreement) is entered into as of by and between:

Parties

Brand / Client Name:

Corporation LLC Individual/Sole Proprietor

Contractor / Agency / Labor Provider Name:

Corporation LLC Individual

Recitals

WHEREAS, Brand seeks activation labor and on-site promotional services in connection with the Campaign described below; and WHEREAS, Contractor represents that it has the personnel, expertise and capacity to provide such services under the terms set forth herein.

Campaign Summary

Scope of Services

Contractor shall provide activation labor, staff, equipment handling, logistics coordination, on-site brand representation and related campaign services as set forth below. Contractor's obligations include but are not limited to the tasks described in the Deliverables table and the operational responsibilities described in the Service Standards field.

Deliverables & Schedule

The parties agree the following deliverables and deadlines shall govern Contractor's services.

Format:    Quantity:    Due Date:

Format:    Quantity:    Due Date:

Compensation & Payment

Brand will pay Contractor the fees set forth below in consideration for the performance of the Services.

Amount:    Due:

Expenses

Reimbursable out-of-pocket expenses will be handled as follows. Contractor shall obtain Brand's prior written approval for any single expense in excess of .

Usage Rights & Intellectual Property

Contractor hereby grants Brand a non-exclusive/non-transferable license (unless otherwise specified below) to use the deliverables for the Territory and Duration set forth. Specify territory and duration:

Commencement:    Termination/End:

Ownership of pre-existing materials remains with the originating party. All new creative elements specifically produced by Contractor for Brand under this Agreement shall be considered work made for hire to the extent permitted by law. To the extent not automatically owned by Brand, Contractor assigns to Brand all right, title and interest in and to such deliverables upon full payment.

FTC Disclosure Compliance

Contractor shall comply with all applicable advertising and disclosure laws and guidance. Contractor agrees to make clear, conspicuous and timely disclosures of material connections between Contractor and Brand in all paid or sponsored content, in accordance with applicable consumer protection requirements.

Contractor Acknowledgement Contractor certifies that it will comply with disclosure requirements and implement any required verbiage or tags on social or on-site activations.

Exclusivity

Exclusivity: Yes No

Termination

Either party may terminate this Agreement for convenience upon written notice to the other party provided at least days prior to the effective termination date. Termination for cause may be immediate for material breach if such breach is not cured within days after written notice.

Kill Fee: In the event Brand terminates without cause after Contractor has commenced services, Brand shall pay Contractor a kill fee equal to or actual costs and non‑cancelable commitments, whichever is greater.

Representations, Warranties & Indemnification

Each party represents and warrants that it has the authority to enter into this Agreement. Contractor warrants that its services shall be performed in a professional manner and in compliance with applicable laws. Contractor shall indemnify, defend and hold harmless Brand, its officers, directors and affiliates from and against any third-party claims arising out of Contractor's breach of representations, infringement claims or negligent acts.

Insurance

Contractor shall maintain commercial general liability insurance and workers' compensation as required by law and shall provide certificates of insurance upon Brand's request evidencing coverage limits of not less than those set forth below or as otherwise agreed.

Independent Contractor

Contractor is an independent contractor and not an employee, partner or agent of Brand. Contractor shall be solely responsible for withholding and paying all federal, state and local taxes related to payments under this Agreement and for compliance with employment laws for Contractor's personnel.

Compliance with Laws; Permits

Contractor shall comply with all applicable laws, regulations, venue rules and permit requirements for activations. Contractor is responsible for securing all necessary permits and paying related fees unless otherwise agreed in writing.

Confidentiality

Each party shall keep confidential all non-public information disclosed in connection with this Agreement for a period of after termination and shall not use such information except to perform its obligations hereunder.

Dispute Resolution & Governing Law

Any dispute arising out of or related to this Agreement shall be resolved first by good faith negotiation. If unresolved, disputes shall be submitted to under the laws of , exclusive of choice-of-law rules.

Assignment & Subcontracting

Contractor may not assign or subcontract its obligations without Brand's prior written consent, except that Contractor may engage subcontractors for specific activation tasks provided Contractor remains responsible for compliance and performance.

Notices

All notices shall be in writing and delivered to the addresses below by certified mail, courier or email followed by postal delivery (email addresses may be used but must be confirmed in writing).

Miscellaneous

Entire Agreement: This Agreement, including any Schedules or Statements of Work attached hereto, constitutes the entire agreement between the parties and supersedes all prior agreements. Any amendment must be in writing signed by both parties.

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