Marketing Broadcast Order

MARKETING BROADCAST ORDER

This Marketing Broadcast Order (the Order) authorizes placement and delivery of broadcast advertising and related services under the terms set forth below. Client Name:    Agency Name:

Order Number:    Date of Order:

Campaign Summary

 TV     Radio     Streaming     Cable     Digital Audio     Other:

Broadcast Schedule and Line Items

Station / Network     Market     Program / Spot Position     Air Date     Air Time     Length     Spots     Rate per Spot     Total

                     $    $

                     $    $

                     $    $

                     $    $

                     $    $

Payment Terms

Payment Terms: Client shall pay Agency in accordance with the schedule below. Failure to remit timely payments shall entitle Agency to suspend placements and pursue all remedies. Deposit (if any):    Balance Due By:

Materials, Delivery & Technical Specifications

Usage Rights, Licensing and Intellectual Property

Client grants Agency and the designated broadcast partners a non-exclusive, worldwide license to broadcast, transmit and reproduce the supplied creative assets for the Term specified below solely for the purposes of delivering the placements described in this Order. Client represents and warrants it owns or has cleared all rights necessary for broadcast and that Agency's use in reliance on Client's representations shall not infringe third-party rights.

Start:    End:

Territory:

Exclusivity:   Client requests exclusive category protection for the flight. If checked, exclusivity terms:

Makegoods, Credits and Audit Rights

Agency shall use commercially reasonable efforts to secure placements as ordered. If placements fail to run as scheduled due to Agency or vendor error, Agency will provide makegoods or proportional credit as sole remedy. Client has the right to audit placement logs and proofs within sixty (60) days of invoice if alleged non-delivery is material and documented; any audit disputes shall be resolved in accordance with the dispute procedure below.

Client accepts makegoods/credits:    Makegoods/Credit Terms (if different from standard):

Cancellation, Termination and Kill Fee

Either party may terminate this Order for material breach if the breaching party fails to cure within ten (10) business days after written notice. Client may cancel scheduled placements upon at least five (5) business days' prior written notice to Agency. If placements are cancelled after traffic materials have been submitted or spots have been reserved, Client shall be responsible for a kill fee equal to the non-recoverable costs plus a cancellation fee of   or $, whichever is greater.

Representations, Indemnification and Insurance

Each party represents it has the authority to enter into this Order. Client shall indemnify, defend and hold Agency and its affiliates harmless from any third-party claims arising out of Client-supplied materials, including claims of infringement, false advertising or privacy violations, except to the extent such claims arise from Agency's gross negligence or willful misconduct. Agency's liability for direct damages under this Order shall not exceed the total fees actually paid by Client under this Order. Parties shall maintain commercially reasonable insurance coverage where applicable.

FTC Disclosure Compliance

Client and Agency shall ensure all broadcast and sponsored content complies with applicable advertising and disclosure requirements. Client represents that all claims in the creative are substantiated and that any endorsements or influencer elements contain clear and conspicuous disclosures as required by law. Client acknowledges responsibility for final clearance of claims and disclosures.

Client certifies compliance with disclosure obligations for this Order:

Governing Law, Dispute Resolution

This Order shall be governed by the substantive law of the jurisdiction selected by the parties below. Parties agree to first attempt negotiation in good faith; unresolved disputes shall be submitted to binding arbitration in the agreed venue unless otherwise required by applicable law. Prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

Additional Terms

By signing below, each party acknowledges and agrees that this Order, together with any referenced insertion orders, media schedules and creative approval documents, constitutes the entire agreement between the parties with respect to its subject matter and supersedes prior proposals or representations.

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