Marketing Bundle Template

MARKETING BUNDLE TEMPLATE

This Marketing Bundle Agreement (the "Agreement") is made effective as of , by and between:

Parties

Recitals

WHEREAS, Brand desires to engage Agency to provide a bundled set of marketing services and digital content (collectively, the "Services") as defined in this Agreement; and WHEREAS, Agency has represented that it has the expertise and capacity to perform the Services on the terms set forth below.

Campaign Details

Deliverables

Agency will provide the following deliverables. Each deliverable must satisfy the technical and editorial specifications agreed in writing and be delivered by the applicable due date.

Compensation & Expenses

In consideration for the Services, Brand shall pay Agency as follows.

Reimbursable expenses are subject to Brand pre-approval. Agency must submit receipts and an itemized invoice. Maximum pre-approved reimbursable amount:

Late payments shall bear interest at on overdue amounts.

Usage Rights & License

Upon full payment, Agency hereby grants Brand a non-exclusive, worldwide license to use, reproduce, distribute, and display the final Deliverables in connection with the Campaign for the Term specified below, subject to the limitations and payment obligations set forth in this Agreement.

Exclusivity: Agency will be granted exclusivity for the Campaign term

FTC Disclosure Compliance

Agency and any talent or creators engaged by Agency shall comply with disclosure requirements applicable to native advertising and endorsements. Agency shall ensure that each promotional post contains a clear and conspicuous disclosure of the Brand relationship in plain language that is reasonably likely to be noticed by consumers.

Agency represents and warrants that it will include the following disclosure language (or an equivalent plainly worded disclosure) on all sponsored content:

Agency shall retain records demonstrating compliance with disclosure requirements and shall provide such records to Brand upon request.

Intellectual Property & Ownership

Subject to Brand's payment in full, Agency assigns to Brand all right, title and interest in and to the final Deliverables created specifically for the Campaign. Notwithstanding the foregoing, Agency retains ownership of underlying pre-existing materials and general skills, methodologies, and know-how. Agency hereby waives all moral rights in the Deliverables to the extent permitted by law.

Confidentiality

Each party shall keep confidential all non-public information received from the other party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information shall not include information that is publicly available, rightfully received from a third party without an obligation of confidentiality, or independently developed without use of the disclosing party's confidential information.

Representations, Warranties & Indemnity

Agency represents and warrants that (a) it has full power to enter into this Agreement; (b) Deliverables will be original, will not infringe third-party rights, and will comply with applicable law; and (c) it will secure all necessary releases and licenses for third-party materials included in the Deliverables. Brand represents that it has the right to provide any materials it supplies to Agency and that such materials do not infringe third-party rights.

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of a breach of its representations, warranties or obligations under this Agreement.

Limitation of Liability

Except for breaches of confidentiality, indemnification obligations, or willful misconduct, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed the total Fees actually paid by Brand to Agency under this Agreement during the twelve (12) month period preceding the claim.

Termination

This Agreement may be terminated by either party for convenience upon written notice to the other party. Termination for convenience by Brand shall be effective upon receipt of notice by Agency and Brand shall pay Agency for Services performed and for non-cancellable commitments incurred through the effective date of termination plus a mutually agreed kill fee as set forth below.

Insurance & Compliance

Agency shall maintain commercial general liability insurance and, where applicable, media liability/advertising injury coverage with limits reasonably acceptable to Brand. Upon request, Agency shall provide certificates of insurance naming Brand as an additional insured for claims arising out of Agency's performance under this Agreement.

Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflicts of law rules. The parties shall first attempt to resolve disputes in good faith through negotiation. If unresolved within thirty (30) days, disputes shall be submitted to binding arbitration in the governing jurisdiction.

Notices

All notices required or permitted under this Agreement shall be in writing and given to the addresses set forth below or such other address as a party may designate by notice.

Miscellaneous

This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. Amendments must be in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remainder shall remain in full force.

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