Marketing Campaign Final

MARKETING CAMPAIGN FINAL

Parties

Brand / Client Name:

Agency / Creator Name:

Recitals and Effective Date

This Marketing Campaign Agreement ("Agreement") is entered into by Brand / Client and Agency / Creator as of the Effective Date: . The parties agree the Campaign identified below will proceed under the terms set forth herein.

Campaign Overview

Campaign Period: Start — End .

Deliverables & Schedule

The Agency shall produce and deliver the following campaign assets according to the delivery schedule and milestones below. Each deliverable must meet the technical and brand specifications reasonably provided by Brand in writing.

Format:   Quantity:   Due Date:

Format:   Quantity:   Due Date:

Compensation & Payment

Total Campaign Fee: $. Agency will invoice Brand per the schedule below.

Deposit Due:

Final Payment Due:   Payment Terms:

Reimbursable Expenses Budget: $. Pre-approved expenses require written authorization from Brand.

Late Payment Interest: . Agency may suspend deliverables for invoices overdue beyond thirty (30) days after notice.

Usage Rights & Intellectual Property

License Grant: Upon full payment, Agency grants Brand a non-exclusive, worldwide license to use the final deliverables for the purposes set forth in this Agreement for the term specified below. The Agency retains the right to display the work in its portfolio and for self-promotion unless a separate transfer of all rights is executed.

Sublicensing: Allowed    Not Allowed

Exclusivity: Brand-exclusive for the campaign period    Non-exclusive

Approvals, Revisions & Deliverable Standards

Brand will provide consolidated written feedback within business days of each submission. Agency will provide rounds of revisions included in the Fee. Additional revisions billed at Agency's standard hourly rate unless otherwise agreed in writing.

FTC Disclosure Compliance

Both parties acknowledge that sponsored content must be clearly disclosed in accordance with applicable advertising disclosure standards. Agency will include clear, prominent disclosures and will obtain Brand approval of the disclosure language prior to publication. Brand acknowledges responsibility for truthfulness of claims made about Brand's products or services.

Reporting & Metrics

Confidentiality & Publicity

Each party agrees to keep confidential information received from the other party in strict confidence and to use such information solely for performance under this Agreement. Confidential information does not include information already in the public domain through no fault of the receiving party.

Termination & Kill Fee

Either party may terminate this Agreement upon written notice to the other party. If Brand terminates without cause prior to completion of deliverables, Brand will pay Agency a kill fee equal to the greater of (a) the fees for work performed to date plus approved expenses, or (b) . Termination for material breach may be effected immediately if the breach is not cured within days after written notice.

Warranties, Indemnity & Liability

Agency warrants that it will perform services in a professional manner and that deliverables will not knowingly infringe third-party intellectual property rights. Brand warrants the accuracy and truthfulness of materials and claims provided to Agency for use in the Campaign.

Indemnity: Each party agrees to indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's breach of its representations or warranties, negligence, or willful misconduct related to the Campaign.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or indemnity obligations, neither party will be liable to the other for consequential, incidental, special, or punitive damages. The aggregate liability of each party for direct damages under this Agreement will not exceed the fees paid by Brand to Agency under this Agreement.

Governing Law & Dispute Resolution

This Agreement will be governed by and construed in accordance with the laws of the state or jurisdiction specified below, without regard to conflict of law principles.

Miscellaneous

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, proposals, and communications. Any amendment must be in writing and signed by both parties.

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