Marketing Ad Spend Allocation

Marketing Ad Spend Allocation

Parties

Brand / Client Name:

LLC Corporation Individual/Owner Other

Agency / Creator Name:

Agency Creator / Influencer Freelance Other

Recitals

This Marketing Ad Spend Allocation (the "Allocation") is entered into between the Brand / Client identified above and the Agency / Creator identified above for the purpose of specifying the allocation of advertising budget, responsibilities for media placement and creative execution, performance metrics, and payment obligations in connection with the Campaign described below.

Campaign Details

Social (paid social) Search (paid search) Display / Programmatic Video (CTV / Streaming) Affiliate / Partnership Other

Ad Spend Allocation Schedule

The parties agree the Total Campaign Ad Spend is: $ and will be allocated per the line items below. Adjustments to line items must be made in writing and signed by authorized representatives of both parties.

Deliverables & Responsibilities

Compensation & Payment

Agency Fee (management / service fee): $

Invoices for media spend shall be supported by receipts or platform billing and will be paid within days of receipt unless otherwise specified in writing.

Usage Rights & Intellectual Property

Brand retains all trademarks, trade dress, and pre-existing intellectual property. Agency is granted a non-exclusive, revocable license to use Brand materials solely for the Campaign during the Term specified below. Any newly created creative work shall be owned as follows:

Ownership Option (select applicable box to indicate intent):

Brand retains all rights to newly created materials Brand grants Agency a limited license to use assets for promotion of Campaign only Joint ownership (terms to be separately agreed in writing)

FTC Disclosure & Compliance

Agency and any Creator agree to comply with applicable advertising and endorsement disclosure laws and guidance. Where an endorsement or sponsored content is published, it must include a clear and conspicuous disclosure that the content is sponsored by the Brand. Agency certifies it will require Creators to include such disclosures and to retain copies of published posts and disclosures for audit.

Agency and Brand acknowledge and agree to comply with disclosure requirements and attest that planned placements include required disclosures.

Exclusivity

During the Campaign Term, Creator/Agency shall not execute paid promotions for direct competitors of the Brand in the same product category, except with prior written consent from Brand. Exceptions:

Term, Termination & Kill Fee

Term Commencement Date:    Term End Date:

Either party may terminate this Allocation with days' prior written notice. In the event of termination by Brand without cause, Brand shall pay a kill fee equal to of unearned Agency fees plus documented, non-cancellable media commitments.

Reporting & Performance

Change Orders & Adjustments

Any material change to allocation, channels, or budget must be documented as a Change Order signed by authorized representatives of both parties. Describe the process for approval below.

Confidentiality

Each party will hold confidential any proprietary information disclosed by the other in connection with this Allocation and will not use or disclose such information other than to perform its obligations hereunder, except as required by law. Confidentiality obligations survive termination for a period of two (2) years.

Representations & Warranties

Each party represents and warrants that it has the full power and authority to enter into this Allocation, that performance will not violate any agreement with a third party, and that any content furnished will not infringe third‑party rights or violate applicable law.

Indemnification & Limitation of Liability

Each party agrees to indemnify and hold harmless the other party from claims arising out of breach of its representations, willful misconduct, or negligence. Neither party shall be liable for indirect or consequential damages. The maximum aggregate liability of either party for direct damages arising from this Allocation shall not exceed the total fees paid by Brand to Agency under this Allocation.

Governing Law & Dispute Resolution

This Allocation shall be governed by the laws of the jurisdiction selected by the parties below. The parties agree to good faith negotiation to resolve disputes and, if unresolved, to submit disputes to binding arbitration per the arbitration process elected by the parties.

Governing Law Jurisdiction:

Miscellaneous

This Allocation, together with any executed Change Orders and referenced Schedules, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings.

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