Marketing Campaign Click Mastery

Marketing Campaign Click Mastery

Parties

Corporation LLC Individual Other:

Corporation LLC Individual Other:

Recitals & Effective Date

This Marketing Services Agreement (the "Agreement") is entered into by Brand and Agency effective as of .

Brand engages Agency to perform marketing services described below in connection with the Campaign titled (the "Campaign"), and Agency accepts such engagement under the terms and conditions set forth herein.

Campaign Details

Primary Channels: Social Media Search Display Email Affiliates Other:

Campaign Period: Start — End

Deliverables & Acceptance

Format: Quantity: Deadline:

Format: Quantity: Deadline:

Review & Approval Period for each deliverable: days. If Agency does not receive timely notice of rejection with specified defects, deliverable will be deemed accepted.

Compensation & Expenses

Total Fee (USD): Deposit Due on Signing (USD):

Payment Due Within days of invoice. Method:

Expenses: Included in Fee Reimbursable (pre-approved) Expense Cap (USD):

Usage Rights, IP & Ownership

License Grant: Agency grants Brand a Non-exclusive Exclusive license to use Deliverables for the Permitted Uses described below in the Territory and Term set forth herein.

Territory: Term of License: From to

Ownership: Except for preexisting materials and third-party materials, upon full payment Agency assigns to Brand all right, title and interest in final Deliverables, including copyrights, subject to any retained moral rights disclosed in writing. For any retained rights, specify below.

Compliance, Disclosures & Exclusivity

Both parties represent and warrant that all advertising and promotional content will comply with applicable advertising laws and rules, including clear and conspicuous disclosure of material connections with influencers and paid placements. The parties acknowledge that required disclosures must be placed in a manner reasonably calculated to reach the intended audience.

Confirm FTC-style disclosure compliance: Brand and Agency will ensure all required disclosures are provided to consumers in the manner required by law.

Exclusivity: If checked, Agency agrees not to provide substantially similar creative or promotion for competing products or services as defined below for months. Competing products defined as:

Termination & Kill Fee

Termination for convenience by either party upon days' prior written notice. If Brand terminates other than for Agency material breach, Brand will pay a kill fee equal to: USD, plus any unreimbursed pre-approved expenses.

Termination for cause is immediate upon written notice for material breach not cured within days.

Representations, Warranties & Indemnity

Agency represents that Deliverables will be original, will not infringe third-party rights, and will comply with applicable laws and platform policies. Agency will indemnify and hold Brand harmless from third-party claims arising from Agency's breach of the foregoing representations, except to the extent such claims are caused by Brand-provided materials.

Limitation of Liability: Except for liability arising from willful misconduct, gross negligence or Agency's breach of intellectual property obligations, each party's aggregate liability shall be limited to the total fees paid under this Agreement or USD, whichever is less.

Reporting, Analytics & Approvals

Reporting Frequency: . Required metrics: see below.

Change Orders & Additional Work

Hourly Rate for Additional Work (if applicable):

Miscellaneous

Force Majeure: Neither party will be liable for delays due to causes beyond reasonable control, provided the affected party gives prompt notice and takes commercially reasonable steps to resume performance.

Governing Law & Dispute Resolution: This Agreement is governed by the laws of without regard to conflict of laws principles. Parties will attempt good faith negotiation prior to pursuing litigation or arbitration.

Signatures

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