Marketing Breakdown Copy

MARKETING BREAKDOWN COPY

Client Name:     Agency Name:

Effective Date:

RECITALS

WHEREAS, Client desires to engage Agency to provide marketing services and a detailed breakdown of proposed deliverables, budget allocation, timelines, and approval process for the marketing activities described herein; and

WHEREAS, Agency represents that it has the experience, personnel, and resources necessary to prepare the marketing breakdown and to perform the services in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

SCOPE OF WORK

Agency shall produce a Marketing Breakdown Copy that identifies campaign objectives, channel mix, creative deliverables, media allocation, timeline, milestones, and the number of design/copy rounds included. The Breakdown shall include sufficient detail to permit Client to evaluate costs and approve execution. Agency shall perform the services with reasonable skill, care, and in accordance with customary industry standards.

BUDGET / BREAKDOWN

The following table sets forth a proposed itemized breakdown of fees and budget allocations. Amounts are estimates and become binding as set forth in Payment Terms below.

PAYMENT TERMS

Client agrees to pay Agency the fees set forth above in accordance with the following payment schedule and invoicing procedures.

All amounts due under this Agreement are exclusive of taxes. Client shall pay any sales, use or other taxes imposed on payments for services unless Client provides a valid exemption certificate.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until completion of the services specified in the Scope of Work unless earlier terminated in accordance with this section.

Term Start Date:    Term End Date (if applicable):

Either party may terminate for material breach if the breaching party fails to cure within the notice period. Upon termination, Client will pay Agency for all work performed and expenses incurred up to the effective date of termination, including any non-cancellable commitments.

CONFIDENTIALITY

Each party may disclose Confidential Information to the other in connection with performance under this Agreement. "Confidential Information" means non-public information that is designated as confidential or that a reasonable person would understand to be confidential. Each party shall hold all Confidential Information in strict confidence, shall not disclose it to third parties, and shall use it only for the purposes of performing obligations under this Agreement.

Confidentiality obligations shall not apply to information that (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was rightfully known by the recipient prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Confidential Information. Each party may disclose Confidential Information when required by law, provided it gives the other party prompt written notice and cooperates with reasonable protective measures.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Agency grants Client a non-exclusive, perpetual, worldwide license to final Deliverables upon full payment of all amounts due. Agency retains the right to use work for its portfolio and marketing purposes, provided such use does not disclose Client Confidential Information. Pre-existing materials and third-party assets remain the property of their respective owners; Agency will obtain any required third-party licenses and notify Client of associated costs.

WARRANTIES; LIMITATION OF LIABILITY

Each party represents that it has the authority to enter into this Agreement. Agency warrants that services will be performed in a professional manner. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, AGENCY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES ARISING OUT OF THIS AGREEMENT. THE AGGREGATE LIABILITY OF AGENCY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO AGENCY UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any attachments or executed change orders, constitutes the entire agreement between Client and Agency with respect to the subject matter and supersedes all prior and contemporaneous proposals, negotiations, and communications, whether written or oral. No amendment shall be binding unless in writing and signed by both parties.

APPROVALS & REVISIONS

The Breakdown includes the number of revision rounds specified in the Scope of Work. Additional revisions or out-of-scope requests will be billed at Agency's standard hourly rate, or as otherwise agreed in writing. Client approval shall be provided in writing or by email; Agency will not proceed beyond a milestone without written approval where specified.

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