Marketing Authorization and Approval Process Document

MARKETING AUTHORIZATION AND APPROVAL PROCESS DOCUMENT

WHEREAS

Client Name: and Client Representative:

Marketing Vendor Name: and Vendor Representative:

Effective Date: .

WHEREAS, Client requires marketing creative, materials and communications (collectively, "Marketing Materials") for its products, services and brand; and

WHEREAS, Vendor represents that it has the expertise and process controls to prepare, review and obtain required approvals for such Marketing Materials, and the parties desire to document the required authorization and approval process by which Marketing Materials will be developed, reviewed, revised and released.

SCOPE OF WORK

Vendor shall perform the following services in accordance with the approval steps and timelines set forth herein. The scope includes creation, revision, and file delivery for print, digital and social media formats as explicitly described below.

APPROVAL WORKFLOW AND CONTROLS

The parties agree the following approval workflow will govern all Marketing Materials. Each approval step is a condition precedent to the next step and final release.

Draft prepared by Vendor: Approver Name:   Date Submitted:   Approved:

Legal Reviewer:   Review Completion Date:   Approved:

Compliance Reviewer:   Review Completion Date:   Approved:

Brand Approver:   Approval Date:   Approved:

Final Release Authorized By:   Release Date:   Release Confirmed:

PAYMENT TERMS

Client shall pay Vendor as follows. Amounts are exclusive of applicable taxes unless otherwise stated.

Late fee:   Interest will accrue on overdue amounts and Vendor may suspend work after ten (10) days' written notice of nonpayment.

TERM AND TERMINATION

This authorization and approval process is effective as of Effective Date above and will continue until completion of the services described in the Scope of Work or until terminated as set forth herein.

Either party may terminate for convenience upon days' prior written notice. Material breach that is uncured within days after written notice permits immediate termination by the non-breaching party.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is identified as confidential or that, by its nature, should reasonably be understood to be confidential.

Obligations: Receiving party shall: (a) hold Confidential Information in strict confidence; (b) use Confidential Information solely to perform obligations under this document; and (c) restrict disclosure to personnel and approved subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information does not include information that is (i) known to the receiving party prior to disclosure; (ii) becomes publicly available without breach; (iii) received from a third party without breach; or (iv) independently developed without use of Confidential Information.

Duration: Confidentiality obligations survive termination for years following termination or expiration, except for trade secrets which shall be protected for so long as they remain trade secrets.

GOVERNING LAW

This document shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

ENTIRE AGREEMENT

This document constitutes the entire agreement between the parties regarding the marketing authorization and approval process for the specified scope of work and supersedes all prior oral or written communications on this subject. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

CERTIFICATION

Each party certifies that it has the authority to enter into this document and that the individuals identified as approvers have been granted authority to provide the approvals and consents set forth herein. Approvals given in writing or via email by designated approvers are binding and constitute the requisite authorization for the applicable step.

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