Marketing Annual PR Template

MARKETING ANNUAL PR TEMPLATE

Effective Date

This Marketing Annual PR Template (the Agreement) is entered into as of by and between the parties identified below.

Parties

Campaign Overview

Primary Channels (check all that apply): Print Online Broadcast Social

Deliverables & Schedule

The Agency will produce and deliver the following deliverables in accordance with the schedule and acceptance criteria set forth below. Each deliverable must be submitted in the agreed format and is subject to Client review and approval.

Compensation & Payment

Client shall pay Agency the fees described below in consideration for the services and deliverables. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Client will reimburse Agency for reasonable, pre-approved out-of-pocket expenses.

Usage Rights & Intellectual Property

Subject to payment in full, Agency hereby grants Client a non-exclusive, worldwide license to use the final approved deliverables for the uses expressly set forth in this Agreement for the term specified below, unless otherwise agreed in writing.

Unless otherwise provided, pre-existing Agency materials and Agency intellectual property remain Agency's sole property. Where Client is to own deliverables, Agency will assign to Client all right, title and interest in the deliverables upon full payment, subject to any third-party rights identified at time of creation.

FTC Disclosure Compliance

Agency acknowledges that any paid, sponsored, or gifted content that is intended to influence consumer decisions must contain a clear and conspicuous disclosure identifying the material connection between Agency and Client. The Agency will ensure that all influencer, social and native content includes the required disclosure language.

Agency will include clear disclosure language on all applicable content and provide sample disclosure copy for Client approval.

Exclusivity

The parties may negotiate exclusivity for specified product categories, markets, or talent. Any exclusivity will be expressly set forth below, including scope, duration, and compensation.

Yes No

Termination & Kill Fees

Either party may terminate this Agreement upon written notice as provided below. Termination does not relieve Client of its obligation to pay for services performed and deliverables accepted prior to termination. If Client terminates other than for Agency material breach, Client will pay the kill fee set forth below.

Representations, Warranties & Indemnities

Each party represents that it has the full right and authority to enter into this Agreement. Agency represents and warrants that deliverables will be original to Agency and will not infringe third-party rights. Agency will indemnify and hold harmless Client against claims attributable to Agency's breach of the foregoing representation, except to the extent such claims arise from Client-provided materials or directives.

Confidentiality

The parties will maintain in confidence all non-public information disclosed in connection with this Agreement and will not disclose it except to permitted representatives who have a need to know. Confidential information does not include information that becomes public through no fault of the recipient or is rightfully received from a third party without restriction.

Limitation of Liability

Except for liability arising from willful misconduct or indemnity obligations, neither party will be liable for incidental, consequential or punitive damages. Agency's total liability under this Agreement will not exceed the total fees paid by Client to Agency under this Agreement in the prior twelve-month period.

Notices & Governing Law

Miscellaneous

This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes prior proposals and communications. Any amendment must be in writing and signed by authorized representatives of both parties.

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