Marketing Agency Document

MARKETING AGENCY DOCUMENT

Parties and Effective Date

Effective Date:

Recitals

This Agreement is made between the Client and the Agency. The Agency is engaged in the business of marketing, advertising, content creation and related services. The Client desires to retain the Agency to perform the services and deliverables described below in accordance with the terms and conditions set forth herein.

Campaign Description

Campaign Period: From to

Deliverables

The Agency will produce the following deliverables in accordance with the specifications and deadlines below. Substitutions or material changes to scope require prior written approval by the Client and may be subject to additional fees.

Compensation and Expenses

Total Fee:

Any third‑party media spend, production costs, or licensed assets will be billed as expenses and require Client approval in writing prior to commitment. Preapproved expense budget:

Late payment will incur interest at on overdue balances.

Usage Rights and Intellectual Property

Subject to full payment of all fees, the Agency grants the Client a non-exclusive, transferable (or exclusive if selected below), royalty-free license to use the final deliverables for the purposes described in this Agreement during the Territory and Term specified below, unless otherwise agreed in writing.

License Duration:    Territory:

Party Acknowledgement: The Agency warrants that it has the right to grant the license set forth herein and that deliverables will not infringe third‑party intellectual property rights. Client will obtain any necessary clearances for trademarks, product placement or endorsements requested by the Client.

Agency Portfolio License: The Agency retains the right to include the deliverables in its portfolio, website, reels and promotional materials, provided such use does not disclose Client confidential information or unapproved pre-release assets. To restrict portfolio use, check here:   If checked, describe limitation below.

FTC Disclosure Compliance

The parties acknowledge that paid endorsements, sponsored posts, native advertising and influencer content are subject to consumer protection and endorsement disclosure rules. The Agency will ensure that all sponsored posts and endorsements contain clear and conspicuous disclosures in accordance with applicable regulations. Responsibility for final disclosure language and placement will rest with: Agency   Client

Exclusivity

Exclusivity: The Client may require exclusivity for the duration of the Campaign. Exclusive rights granted to Client: Yes   No

If exclusivity is granted, scope and categories covered:

Termination

Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice. Upon termination for convenience, Client shall pay for all work performed and non‑cancellable third‑party commitments incurred through the effective date of termination plus any applicable kill fee.

Kill Fee (if applicable): or of remaining contracted fees.

Termination for Cause: Either party may terminate immediately for material breach if the breaching party fails to cure within 10 days of written notice of breach. Termination does not relieve either party of obligations accrued prior to termination.

Confidentiality

Each party will treat the other party's confidential information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable degree of care, and will not disclose such information except to employees, contractors or agents with a need to know and who are bound to confidentiality obligations. Confidential information does not include information that is or becomes public without breach, independently developed, or rightfully received from a third party.

Indemnity and Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any claims, losses, damages and expenses arising out of a breach of representations, warranties, or obligations under this Agreement, or from third‑party claims alleging infringement, except to the extent caused by the indemnitee's negligence or willful misconduct.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, breach of confidentiality or indemnification obligations, neither party's aggregate liability for claims under this Agreement shall exceed the total fees paid by the Client to the Agency under this Agreement during the six months preceding the claim.

Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement, that performance will not breach any other agreement, and that any factual statements, materials and approvals provided to the other party are true and accurate to the best of its knowledge.

Governing Law and Dispute Resolution

This Agreement will be governed by the laws of the state of without regard to conflict of law principles. The parties agree to first attempt to resolve disputes through good faith negotiation. If unresolved within 30 days, disputes shall be submitted to binding arbitration in the county of the Client's principal place of business unless otherwise agreed in writing.

Notices

Miscellaneous

Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor by merger or acquisition. Amendments: This Agreement may be amended only by a written instrument signed by both parties.

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