Marketing Ads SLA

MARKETING ADS SERVICE LEVEL AGREEMENT (SLA)

Parties

Brand/Client Name:

Agency/Creator Name:

Recitals and Effective Date

This Marketing Ads Service Level Agreement (the "Agreement") is entered into between the Brand/Client identified above and the Agency/Creator identified above. Effective date: , .

Definitions

"Campaign" means the advertising initiative described below. "Deliverables" means creative assets, media placements and reporting outputs to be supplied by the Agency. "Service Levels" means the performance standards and remediation obligations set forth in this Agreement. "Measurement Period" means the reporting interval used to assess performance under this Agreement.

Campaign Description & Objectives

Display & Programmatic    Search    Social    Video    Native

Campaign Start Date:    Campaign End Date:

Deliverables & Deadlines

Total Guaranteed Impressions:    Minimum Click-Through Rate (CTR) Target:

Performance Standards & Remediation

Measurement Period: . Agency will use mutually agreed tracking sources and attribution windows to measure performance. If Agency fails to deliver at least of guaranteed impressions in any Measurement Period, Brand is entitled to a Service Credit equal to of the fees invoiced for that Measurement Period, up to a maximum cumulative credit of .

Pacing tolerance: Campaign delivery with shortfalls or overdelivery within +/- over any 7-day rolling window is acceptable provided Agency documents optimization actions. Service Credits are Agency's sole financial obligation for failure to meet Service Levels.

Reporting, Optimization, & Verification

Weekly    Bi-weekly    Monthly

Verification rights: Brand may reasonably audit performance data upon written notice. Agency will provide access to campaign logs, third-party reporting credentials, or raw data as reasonably necessary to validate measurement.

Compensation & Invoicing

Payment due within days of invoice. Late payments accrue interest at per month.

If Brand terminates without cause prior to the Campaign End Date, Brand will pay the Kill Fee set forth above in addition to any undisputed fees earned through the date of termination.

Usage Rights & Intellectual Property

Ownership of pre-existing materials remains with the original owner. Agency grants Brand a non-exclusive, worldwide license to use Deliverables for the Campaign for the duration set forth below unless otherwise agreed in writing. Where Brand provides assets to Agency, Brand represents it has the right to license such assets for the Campaign.

FTC Disclosure and Compliance

Agency will ensure that all sponsored content and paid placements comply with applicable advertising disclosure obligations. Agency represents and warrants that it will require influencers and publishers to include clear and conspicuous disclosures when content is sponsored or paid.

Agency confirms compliance obligations: I certify that the Agency will ensure appropriate disclosure language is used in all paid content and placements.

Exclusivity

Campaign exclusivity: Exclusive    Non-exclusive

Confidentiality & Data Protection

Each party shall treat the other's confidential information as confidential and shall not disclose such information except to personnel who need to know. Agency will implement commercially reasonable technical and organizational measures to protect personal data processed in connection with the Campaign.

Termination

Either party may terminate this Agreement for material breach if the breaching party fails to cure within days after written notice. For convenience, either party may terminate upon days' prior written notice to the other party, subject to payment of any applicable Kill Fee.

Indemnification & Limitation of Liability

Each party shall indemnify, defend and hold harmless the other from third-party claims arising from its negligent acts, willful misconduct or breach of representations contained herein. Except for claims arising from a party's gross negligence or willful misconduct, neither party's cumulative liability shall exceed the total fees paid to Agency under this Agreement during the preceding six (6) months.

Change Control and Amendments

Any change to scope, pricing, or timelines must be documented in a written change order signed by authorized representatives of both parties. Agency will provide an estimate of time and cost impact for requested changes within a commercially reasonable timeframe.

Governing Law & Dispute Resolution

This Agreement is governed by the laws of the jurisdiction specified below. Parties agree to attempt to resolve disputes in good faith and may pursue mediation prior to litigation. Governing law/jurisdiction:

Representations & Warranties

Each party represents and warrants that it has the full right and authority to enter into this Agreement and to perform its obligations. Agency warrants that Deliverables will not infringe third-party intellectual property rights and will conform materially to the agreed specifications.

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