Marketing Branding Proposal

MARKETING BRANDING PROPOSAL

Parties

This Marketing Branding Proposal (the Proposal) is entered into between:

Proposal Overview

Proposal Name:    Effective Date:

Summary: The Agency will provide branding and marketing services as described below to support the Brand's objectives. This Proposal sets forth the scope, deliverables, schedule, compensation, intellectual property and other material terms for the engagement.

Campaign Objectives & Target Audience

Social Media    Website    Email Marketing    Live Events    Print/Collateral    Other:

Deliverables & Acceptance

Deliverables will be produced, delivered and accepted subject to the acceptance criteria below. Each deliverable listed constitutes a distinct obligation of the Agency.

Timeline & Milestones

Milestone 1: — Due:

Milestone 2: — Due:

Compensation & Expenses

Total Fee: $    Payment Terms:

Reimbursable Expenses: Approved third-party expenses will be reimbursed by the Brand up to $ unless otherwise agreed in writing.

Late Payment Fee:

Usage Rights, Ownership & License

License Grant: Upon full payment, the Agency grants the Brand a license to use the final deliverables for the following territory: and duration: .

Ownership: Original pre-existing intellectual property of each party remains that party's sole property. The parties acknowledge that work specifically commissioned and paid for under this Proposal will be treated as a work-for-hire to the extent permitted by law; otherwise, the Agency assigns to the Brand all right, title and interest in the final deliverables upon full payment, except for third-party materials and Agency's proprietary tools, templates and trade secrets, which remain Agency property.

FTC Disclosure & Compliance

The Agency and Brand will comply with applicable advertising and consumer protection laws. Where content is promotional in nature and published on social media or other consumer-facing channels, the Agency will ensure clear and conspicuous disclosures as required by law. The Brand acknowledges responsibility to provide truthful claims and any substantiation for product claims.

Certification: Agency certifies it will include required disclosures; Brand certifies product claims are accurate.

Exclusivity & Conflicts

Exclusivity Requested: If checked, exclusivity applies for months from Effective Date, subject to a kill fee of $ if Brand terminates early without cause.

Confidentiality

Each party agrees to treat confidential any non-public information disclosed for the purpose of performing this Proposal and to use such information only to perform obligations set forth herein. Confidential material does not include information that is or becomes public through no fault of the receiving party, is rightfully received from a third party, or is independently developed without use of confidential information.

Termination

Termination for Convenience: Either party may terminate this Proposal upon days written notice. In the event of termination, Brand shall pay Agency for services performed and non-cancellable commitments incurred through the effective termination date plus a reasonable wind-down fee not to exceed $.

Representations, Warranties & Indemnification

Each party represents it has authority to enter this Proposal. The Agency warrants that the deliverables will not infringe third-party rights and will conform to the accepted specifications for a period of 30 days following acceptance. Brand shall indemnify and hold Agency harmless from claims arising from Brand-provided materials, product claims or misuse of deliverables. Agency shall indemnify Brand from claims arising from Agency-created content that infringes a third party's intellectual property.

Limitation of Liability & Remedies

Except for willful misconduct or gross negligence, neither party will be liable for indirect, incidental, special or consequential damages. The aggregate liability of either party for any claim arising from this Proposal will not exceed the total fees paid to the Agency under this Proposal.

Change Orders

Any changes to scope, schedule or fees must be documented in a written change order signed by authorized representatives of both parties. Agency is not required to perform work outside the written scope until a change order is executed and payment terms agreed.

Governing Law & Dispute Resolution

This Proposal will be governed by the laws of: . The parties agree to attempt negotiation in good faith and, if unresolved, to resolve disputes by binding arbitration under rules selected by mutual agreement.

Acceptance of Proposal

By signing below, the parties acknowledge and accept the terms of this Marketing Branding Proposal and authorize the Agency to commence work in accordance with the Effective Date and payment terms set forth above.

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