Marketing Ad Document

MARKETING AD DOCUMENT

Parties

This Marketing Ad Document (the "Agreement") is entered into effective as of by and between:

Recitals

Brand wishes to engage Creator to produce advertising and promotional materials, and Creator has agreed to produce and deliver such materials on the terms and conditions set forth in this Agreement.

Campaign Details

Primary Channels: Social Media Display Ads Search Video Other

Campaign Period: Commencing and ending

Deliverables

Creator shall deliver the content items described below in accordance with the schedule and acceptance criteria set forth.

Change Orders: Any change in scope, schedule, or fee must be documented in a written change order signed by authorized representatives of both parties. Estimated additional cost:

Compensation & Expenses

Brand will pay Creator the fees and reimburse expenses as described below. Fees do not include applicable taxes unless stated.

Late Payment: Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

Usage Rights & Intellectual Property

Creator hereby grants Brand the rights set forth below with respect to the Deliverables, subject to payment in full.

License Type: Exclusive Non-exclusive

Media Included: Paid Media Owned Media Earned Media

Editing Rights: Brand shall have the right to make minor edits for format and length. Substantive edits require Creator approval unless otherwise agreed. Creator grants Brand the right to authorize third parties to make technical edits

FTC Disclosure Compliance

Creator represents and warrants that all paid endorsements, sponsored posts, and ads will include a clear and conspicuous disclosure of material connection between Creator and Brand as required by consumer protection laws and guidance on endorsement disclosures. Creator shall keep records of disclosures and provide evidence of compliance upon Brand request.

Creator confirms compliance with disclosure requirements:

Exclusivity

During the Campaign Period, Creator shall not knowingly promote or endorse brands that directly compete with Brand in the following categories:

Exclusivity Duration (if applicable):

Termination & Kill Fee

Either party may terminate this Agreement for convenience with written notice of days. If Brand terminates without material breach by Creator, Brand shall pay a kill fee equal to:

Termination for material breach may be effective immediately upon written notice specifying the breach and providing a reasonable cure period where required by law.

Intellectual Property Ownership & Moral Rights

Unless otherwise agreed in writing, Creator retains moral rights and any pre-existing intellectual property. Parties agree as follows regarding ownership of Deliverables:

Assignment to Brand: Creator assigns all copyright in the Deliverables to Brand upon final payment.

License to Brand: Creator grants Brand an irrevocable license to use the Deliverables as set forth in the Usage Rights section.

Representations, Warranties & Indemnification

Creator represents and warrants that Deliverables will be original, will not infringe third-party rights, and that Creator has full authority to grant the rights granted herein. Creator shall indemnify, defend and hold Brand harmless from any claim arising out of breach of the foregoing representations.

Brand represents and warrants that materials provided to Creator do not infringe third-party rights and will indemnify Creator for claims arising from Brand-provided materials or Brand's use of the Deliverables beyond the rights granted.

Confidentiality

Each party shall maintain in confidence any non-public information disclosed in connection with this Agreement and shall not use such information except to perform obligations under this Agreement. Confidential information excludes information that is publicly known or rightfully received from a third party without breach.

Approval Process & Reporting

Limitations of Liability & Remedies

Except for breaches of confidentiality, willful misconduct, or intellectual property indemnities, neither party shall be liable for consequential, incidental, or punitive damages. The parties' aggregate liability for direct damages arising from this Agreement shall not exceed the total fees paid to Creator under this Agreement.

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.

General Provisions

Entire Agreement: This Agreement, together with any exhibits or signed change orders, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements. Any amendment must be in writing signed by both parties.

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