Marketing Automation Mentor

MARKETING AUTOMATION MENTOR

Parties

Brand / Client Name:

Mentor (Service Provider) Name:

Engagement Overview

Campaign Name:

Engagement Start Date:    End Date:

Deliverables & Schedule

Mentor will provide the deliverables described below. Each deliverable shall conform to the specifications and deadlines set out here.

Compensation & Expenses

Total Fee: $    Payment Currency:

Reimbursable Expenses (pre-approval required):

Late Payment Fee:

Usage Rights & Intellectual Property

License Grant: Upon full payment, Mentor grants Brand a license to use deliverables for from delivery.

Territory:

Preexisting Materials: Each party retains ownership of preexisting intellectual property. Mentor hereby grants Brand a license to preexisting materials incorporated into deliverables only to the extent necessary for Brand's permitted use.

Exclusivity & Conflicts

Exclusivity: Mentor shall be with respect to the vertical(s) specified:

Conflict of Interest: Mentor represents that Mentor's performance will not create a material conflict with Mentor's existing obligations and will disclose any potential conflicts promptly.

FTC Disclosure Compliance

Mentor affirms that any promotional materials, endorsements or testimonial content created under this Agreement will include clear and conspicuous disclosure of the relationship between Mentor and Brand in compliance with applicable endorsement and advertising standards. Mentor acknowledges Brand's right to review and require reasonable edits to disclosures prior to publication.

Mentor will: Confirm compliance with disclosure obligations and maintain records evidencing disclosure for the duration of the license period.

Confidentiality

Each party will hold confidential information of the other in strict confidence and will not disclose or use such information except as necessary to perform under this Agreement. Confidentiality obligations survive termination for .

Termination

Either party may terminate this Agreement upon days' prior written notice to the other. In the event of termination by Brand without cause after Mentor has commenced work, Brand will pay a kill fee of $, plus all accrued fees and approved expenses.

Warranties, Indemnification & Liability

Mentor represents and warrants that deliverables will be original and will not infringe third-party rights. Brand represents that Brand has authority to use any materials Brand supplies to Mentor.

Indemnification: Each party will indemnify, defend and hold harmless the other from third-party claims arising from its breach of representations, willful misconduct, or negligence. The indemnifying party will control the defense and settlement of claims, provided the indemnified party may participate with counsel of its choice at its expense.

Limitation of Liability: Except for liability arising from gross negligence, willful misconduct, or infringement of intellectual property, neither party's aggregate liability for direct damages will exceed the total fees paid to Mentor under this Agreement during the twelve months preceding the claim.

Miscellaneous

Assignment: Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other, except to an acquirer of substantially all of its business.

Governing Law & Dispute Resolution: This Agreement will be governed by the laws of , without regard to conflict of laws principles. Parties will attempt good faith negotiation before pursuing formal dispute resolution.

Notices

Acceptance & Effective Date

This Agreement is effective as of the Effective Date set forth below and is executed by authorized representatives of the parties.

Effective Date:

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