Marketing Billboard Plan

MARKETING BILLBOARD PLAN

RECITALS (WHEREAS)

WHEREAS, Advertiser Name: is engaged in marketing and desires to place billboard advertising pursuant to the terms of this Marketing Billboard Plan (the "Plan");

WHEREAS, Media Owner Name: owns or controls the billboard locations identified in this Plan and is authorized to sell advertising space thereon; and

WHEREAS, the parties desire to set forth the scope, schedule, payment, and legal terms governing the planned billboard advertising campaign.

EFFECTIVE DATE AND IDENTIFIERS

Effective Date:   Plan Reference Number:

SCOPE OF WORK

LOCATIONS, FLIGHT SCHEDULE & MATERIALS

Flight Start Date:   Flight End Date:

CREATIVE MATERIALS & APPROVAL

Advertiser shall deliver final creative materials no later than: . Media Owner shall provide proof of posting or production within days of receipt for Advertiser approval.

Approval shall not be unreasonably withheld. If Advertiser fails to approve within the stated period, Media Owner may proceed at Advertiser's risk and expense.

PAYMENT TERMS

Late Fee: Interest at per month (or the maximum permitted by law) shall apply to overdue amounts, plus collection costs and reasonable attorneys' fees.

TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Either party may terminate this Plan for material breach if the breaching party fails to cure within days after written notice. Either party may also terminate for convenience upon days' prior written notice; payments for services rendered and non-cancellable commitments shall survive termination.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public business information disclosed by the other party in connection with this Plan ("Confidential Information") and shall not disclose such information to any third party except to employees, agents or subcontractors who need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving party; (b) is independently developed by the receiving party; or (c) is required to be disclosed by law, provided the receiving party gives the disclosing party prompt notice and cooperates in any lawful effort to limit or contest such disclosure.

INSURANCE, PERMITS & COMPLIANCE

Media Owner shall maintain commercial general liability and other insurance customary for the industry and shall furnish certificates of insurance upon request. Advertiser shall reimburse any fees for permits, consent, or local approvals unless otherwise stated. Both parties shall comply with applicable laws, ordinances, and regulations governing outdoor advertising and public safety.

INDEMNIFICATION

Each party shall indemnify, defend, and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence or willful misconduct, breach of this Plan, or violation of law in connection with performance hereunder.

MAINTENANCE, REPAIR & REPLACEMENT

Media Owner is responsible for routine maintenance and repair of the billboard structure and display so that the creative is materially visible and in good condition. Material outages or damage must be remedied within days of notice; Media Owner shall notify Advertiser of any extended outages and provide pro rata credits for the unfulfilled portion of the flight.

REPORTING AND METRICS

Media Owner shall provide post-campaign reporting detailing posting dates, photographic proof of installed creative (where applicable), and any available impressions or traffic estimates. Reporting Frequency:

CHANGE ORDERS

Any changes to scope, locations, schedule or materials shall be documented in a written change order signed by both parties. Change orders may affect fees and timelines and will be binding only when executed by authorized representatives of both parties.

FORCE MAJEURE

Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including acts of God, government action, terrorism, labor disputes, or severe weather. The affected party shall provide prompt notice and make commercially reasonable efforts to resume performance.

GOVERNING LAW; DISPUTE RESOLUTION

This Plan shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to attempt to resolve disputes in good faith prior to commencement of litigation; nothing herein waives a party's right to seek equitable relief.

ENTIRE AGREEMENT

This Plan, together with any executed change orders and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into and perform this Plan and that performance will not violate any other agreement or applicable law. Media Owner warrants it has the right to place the advertising on the specified locations and that such placement will not infringe third-party rights.

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