Marketing Annual Services Proposal

Marketing Annual Services Proposal

Proposal Date:   Proposal Number:

Parties

Campaign Overview

Campaign Name:

Term

Term Commencement:   Term Duration (months):

Automatic Renewal:   If checked, renews for successive periods unless either party provides written notice of non-renewal at least days prior to expiration.

Scope of Services & Deliverables

The Agency will provide the deliverables described below. Each deliverable includes creation, one round of client revisions as specified, and final file delivery unless otherwise noted.

Compensation & Payment

Total Annual Fee:

Late Payment: Payments not received within days of invoice are subject to interest at .

Intellectual Property & Usage Rights

Ownership of Materials: Unless otherwise agreed in writing, the Agency retains ownership of pre-existing materials and templates. Upon full payment, the Agency grants the Brand a license to use final deliverables as set forth below.

Exclusivity

Exclusive Services Required:   If checked, Agency shall not provide substantially similar services to direct competitors listed here:

FTC Disclosure Compliance

The Agency will ensure all sponsored content complies with applicable endorsement and advertising disclosure requirements. The Brand will approve final disclosure language prior to publication. The Brand acknowledges responsibility for factual claims in marketing, and the Agency will provide clear, conspicuous disclosures where required for native, social, or influencer content.

Brand Approval Required Prior to Posting:

Change Orders

Material changes to scope, schedule, or fees require a written change order signed by authorized representatives of both parties. Change order requests will specify the impact on fees and timeline. The Agency will not proceed with out-of-scope work without executed change order.

Confidentiality

Each party shall maintain in confidence non-public information disclosed in connection with the Services. Confidential information does not include information that is publicly known, previously known by the recipient, independently developed, or rightfully obtained from a third party. Confidentiality obligations survive termination for two (2) years.

Termination & Kill Fee

Either party may terminate this Proposal for convenience with days’ prior written notice. Termination for cause may be immediate upon material breach if cure is not effected within days after notice. In the event of termination by the Brand without cause, the Brand agrees to pay a kill fee equal to unpaid fees for work completed to date plus .

Representations, Warranties & Indemnification

Each party represents it has full authority to enter this Proposal. The Agency warrants that work will be performed in a professional manner consistent with industry standards. The Brand warrants it has rights to grant licenses for supplied materials. Each party will indemnify the other for breaches of representations or third-party claims resulting from its negligence or willful misconduct.

Limitation of Liability

Except for willful misconduct or indemnity obligations for intellectual property infringement, neither party's aggregate liability arising under this Proposal shall exceed the total fees paid to the Agency in the six (6) months preceding the claim.

Acceptance

Acceptance of this Proposal is acknowledged by authorized signatures below. By signing, the parties agree the Proposal, together with any executed change orders and exhibits, constitutes the complete agreement for the Services described herein.

Primary Contacts for Notices

Exhibits & Attachments

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