Marketing Build Proposal

MARKETING BUILD PROPOSAL

Parties and Effective Date

Effective Date: . This Marketing Build Proposal ("Proposal") sets out the scope, schedule, compensation and terms under which the Agency will develop, produce and deliver the marketing assets and campaign components described below for the Client. Acceptance of this Proposal creates a binding agreement on the terms herein.

Campaign Summary

Campaign Name:

Scope of Work & Deliverables

The Agency will produce the following deliverables. Each deliverable must be accepted in writing by the Client under the Acceptance section prior to final payment for that item.

Due Date:

Due Date:

Due Date:

Timeline & Milestones

Milestones below are binding. Changes to milestone dates must be agreed in writing and may affect payment timing.

Due Date:

Due Date:

Compensation & Expenses

Total Fee (USD):

Deposit Due On Acceptance:

Final Payment Due Upon Acceptance of Final Deliverables:

Reimbursable Expenses: The Client will reimburse pre-approved out-of-pocket expenses incurred by the Agency. Prior written approval is required for any single expense over .

Usage Rights, IP & Licensing

License Grant: Upon full payment, the Agency grants the Client a non-exclusive/non-transferable license to use the delivered final assets for the purposes described in this Proposal for the Territory and Duration specified below, subject to the limitations and retained rights set forth herein.

Start Date: — End Date:

Ownership of Intellectual Property: Unless otherwise agreed in writing, the Agency retains copyright and ownership of underlying raw materials, source files, and pre-existing assets. Client receives the license set forth above in the final deliverables only. Any transfer of ownership must be documented in a separate written agreement and conditioned on full payment and explicit assignment language.

FTC Disclosure & Influencer Compliance

For any promotional content involving endorsements, testimonials or influencer placements, the parties confirm that all required disclosures will be made clearly and conspicuously in the content consistent with applicable advertising and consumer protection laws. The Agency shall ensure that creators and talent make required disclosures and maintain records demonstrating compliance.

Exclusivity

During the Term of this Proposal, the Agency shall not provide substantially similar creative deliverables for direct competitors of the Client within the following scope: . Any additional exclusivity obligations shall be priced separately.

Termination & Kill Fee

Either party may terminate this Proposal for convenience upon days' prior written notice. If the Client terminates prior to completion of work, the Client shall pay a kill fee equal to % of the remaining unpaid balance plus reasonable costs incurred through termination.

Confidentiality & Publicity

The parties agree to maintain the confidentiality of proprietary information exchanged in connection with this Proposal. Neither party shall use the other's confidential information except to perform obligations hereunder. Client approval is required for any press release or public case study referencing the other party.

Warranties, Indemnity & Liability

The Agency warrants that deliverables will be original and will not knowingly infringe third-party rights. The Client warrants that materials provided to the Agency do not infringe third-party rights. Each party agrees to indemnify the other for claims arising from breaches of these warranties. Except for gross negligence or willful misconduct, neither party's aggregate liability shall exceed the total fees paid under this Proposal.

Approval, Revisions & Deliverable Acceptance

Client shall provide consolidated feedback within days of receipt of each submission. The Agency will accommodate up to rounds of reasonable revisions per deliverable; additional revisions will be billed at the Agency's hourly rate.

Change Orders

Any change to scope, timeline or fees shall be documented in a written change order signed by both parties. Change orders may adjust compensation and delivery dates accordingly.

Miscellaneous

Governing Law: This Proposal shall be governed by the laws of the jurisdiction of the Client's principal place of business unless otherwise agreed in writing. Any disputes will be resolved by the dispute resolution provisions mutually agreed in writing.

Execution

By signing below, each party warrants that the individual signing has authority to bind the party to the terms of this Proposal and agrees to perform its obligations in good faith and in accordance with the terms set forth herein.

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