Marketing Ad Interstitials

MARKETING AD INTERSTITIALS AGREEMENT

This Marketing Ad Interstitials Agreement (the Agreement) is entered into as of (Effective Date) by and between:

PARTIES

RECITALS & DEFINITIONS

Brand engages Agency to design, produce and place interstitial advertising creative for the campaign described below, and Agency accepts such engagement subject to the terms and conditions set forth in this Agreement.

"Interstitials" means full-screen or near-full-screen ads that appear between content transitions in digital properties including mobile applications, mobile web, and desktop web.

CAMPAIGN DESCRIPTION

Mobile App Interstitials
Mobile Web Interstitials
Desktop Web Interstitials
Video Interstitials

Campaign Start Date:    End Date:

DELIVERABLES & SCHEDULE

Agency shall deliver the following interstitial creative and assets in accordance with the deadlines shown. All deliverables must conform to the technical specifications set forth below.

Due Date:    Quantity / Units:

Due Date:    Quantity / Units:

Additional deliverables or variations will be added only by written amendment signed by both parties.

TECHNICAL SPECIFICATIONS

Maximum file size, acceptable codecs, click-through behavior, and any in-app SDK requirements must be complied with by Agency. Brand may reject assets that do not comply with required specifications.

COMPENSATION & PAYMENT

Unless otherwise agreed in writing, invoices are payable within days of invoice date. Late payments shall accrue interest at .

USAGE RIGHTS, LICENSE & IP

Subject to full payment of amounts due, Agency grants Brand a non-exclusive, worldwide license to use, reproduce and display the final interstitial creative for the Campaign for the Term specified below. Brand's license is limited to the assets and placements identified in this Agreement unless expanded in writing.

Agency represents that it owns or has secured all rights necessary to grant the foregoing licenses and that use of the deliverables by Brand in accordance with this Agreement will not infringe or misappropriate any third-party rights.

Work-for-hire: Agency agrees deliverables shall be considered work made for hire and Brand shall own all rights upon full payment.
License Grant: Agency retains copyright and grants Brand the license described above.

FTC DISCLOSURE AND ADVERTISING COMPLIANCE

Agency will include clear and conspicuous disclosures in creative where required by applicable advertising and endorsement laws and guidelines. Examples of acceptable disclosures include plainly displayed terms such as "Ad", "Sponsored" or equivalent language. Brand shall review and approve disclosure language in advance of final placement.

Agency confirms compliance: Agency will ensure disclosures and labeling are included as required by law.

EXCLUSIVITY

Agency shall not place interstitial ads for competing brands in the same product category with substantially similar messaging during the Term if Brand pays for exclusivity. Exclusivity requested: Yes No

TERMINATION & KILL FEE

Either party may terminate this Agreement for convenience upon days' prior written notice. If Brand terminates after Agency has materially commenced work, Brand shall pay a kill fee equal to:

Either party may terminate for material breach that is not cured within days after written notice.

REPRESENTATIONS, WARRANTIES & INDEMNITY

Each party represents it has the authority to enter into this Agreement. Agency warrants deliverables will be original and will not infringe third-party rights. Agency shall indemnify and hold Brand harmless from any third-party claims arising from Agency's breach of these warranties, subject to Brand's compliance with notice and mitigation obligations set forth below.

LIMITATION OF LIABILITY

Except for liability resulting from a party's gross negligence, willful misconduct, or breach of confidentiality or indemnity obligations, each party's aggregate liability under this Agreement shall not exceed the total fees paid by Brand to Agency under this Agreement.

CONFIDENTIALITY

The parties shall hold each other's Confidential Information in strict confidence and shall not disclose or use such information except as necessary to perform their obligations hereunder. Confidential Information excludes information that is or becomes publicly known through no fault of the receiving party.

INSURANCE

Agency shall maintain commercial general liability and professional liability insurance in amounts reasonably suitable for the services and, upon request, provide certificates evidencing such coverage.

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties regarding the subject matter and supersedes prior oral or written agreements. Amendments must be in writing and signed by both parties. This Agreement is governed by the laws of the state designated by Brand's principal place of business unless otherwise agreed in writing.

SIGNATURES

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