Marketing Brand Thought Leader Panel

MARKETING BRAND THOUGHT LEADER PANEL AGREEMENT

This Marketing Brand Thought Leader Panel Agreement (the Agreement) is entered into by and between the parties identified below for the purpose of engaging the Thought Leader to participate in a brand-operated thought leader panel and related marketing activities under the terms set forth herein.

Parties

Effective Date

Effective Date:

Campaign Overview

Primary Channels: LinkedIn Podcast Webinar Video / YouTube Blog / Article

Campaign Start: — Campaign End:

Deliverables & Schedule

The Panelist will provide the deliverables described below in accordance with the delivery schedule. All deliverables will be subject to Brand's reasonable approval pursuant to the approval process set forth in this Agreement.

Compensation & Expenses

Brand will pay Panelist the fees and reimburse approved expenses as set forth below.

Invoicing Instructions / Payment Method:

Reimbursable Expenses Pre-Approval Required: Yes Reimbursable Cap (if any):

Usage Rights & Intellectual Property

Grant of License: Panelist hereby grants Brand a non-exclusive, worldwide, transferable, sublicensable license to use, reproduce, distribute, display and create derivative works of Panelist Content created under this Agreement for the Campaign Purpose for the Term specified below. Panelist represents that Panelist has the full right to grant the license set forth herein.

Territory: — Duration of License:

Ownership of Background IP: Each party retains ownership of its pre-existing intellectual property. Any new intellectual property created jointly will be owned as follows:

Exclusivity

Exclusive Arrangement: Panelist shall accept exclusivity for the Campaign not accept exclusivity. If exclusivity is accepted, the parties agree on the scope below.

Exclusivity Fee (if any):

FTC Disclosure Compliance

Panelist acknowledges that any endorsements, posts or public statements made in connection with the Campaign must include clear and conspicuous disclosure of the relationship with Brand in compliance with applicable advertising disclosure laws and guidelines. Panelist will include the following disclosure language where required:

Panelist affirms compliance with disclosure obligations: Acknowledged

Approval Process

All content and messaging supplied by Panelist under this Agreement are subject to Brand's prior written approval, which shall not be unreasonably withheld. Brand will provide feedback within days of receipt of submitted materials.

Termination

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Termination for cause is permitted for material breach not cured within days after written notice.

Kill Fee on Early Termination: If Brand terminates without cause after Panelist has substantially performed, Brand will pay a kill fee equal to .

Confidentiality & Data

Each party will keep confidential all non-public information disclosed in connection with this Agreement. Confidential information may be used solely for performance of obligations hereunder. On termination, confidential materials will be returned or destroyed upon request.

Representations, Warranties & Indemnity

Panelist represents and warrants that Panelist has the right to enter into this Agreement, that the Deliverables will not infringe third-party rights, and that all endorsements will comply with applicable laws. Panelist agrees to indemnify and hold Brand harmless from third-party claims arising out of Panelist's breach of such representations.

Limitation of Liability & Insurance

Except for liability resulting from gross negligence or willful misconduct, neither party will be liable for consequential or incidental damages. Panelist will maintain appropriate insurance coverage where applicable and provide proof upon Brand's request.

Governing Law & Dispute Resolution

Governing Law: . The parties will attempt to resolve disputes in good faith through negotiation, and if unresolved will submit to binding arbitration as agreed below.

Reporting & Metrics

Reporting Frequency: — Final Report Due:

Miscellaneous

Assignment: Neither party may assign its rights or obligations under this Agreement without the other party's prior written consent, except that Brand may assign to an affiliate or successor in connection with a merger or sale of substantially all its assets.

Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

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