Marketing Campaign IO Template

MARKETING CAMPAIGN INSERTION ORDER (IO)

This Marketing Campaign Insertion Order (the Agreement) is entered into as of (Effective Date), by and between:

Advertiser Name:

Agency/Publisher Name:

RECITALS

WHEREAS, Advertiser desires to retain Agency to perform marketing, creative and media placement services for the Campaign described below; and

WHEREAS, Agency represents that it has the expertise, personnel and resources to provide such services on the terms set forth in this Agreement; and

WHEREAS, the parties wish to memorialize the scope, schedule, compensation and other material terms in this Insertion Order.

SCOPE OF WORK

Display Search Social Video Email Other

CAMPAIGN SCHEDULE & BUDGET

PAYMENT TERMS

Compensation shall be paid in accordance with the following schedule and terms.

All amounts are exclusive of taxes. Advertiser is solely responsible for payment of any taxes arising from the services unless a valid exemption certificate is provided prior to invoicing.

TERM AND TERMINATION

This IO commences on and shall terminate on unless earlier terminated in accordance with this Agreement.

Either party may terminate this IO for convenience upon days' prior written notice. Termination for cause is permitted if the other party materially breaches any obligation and fails to cure within 14 days after written notice. On termination, Advertiser shall pay Agency for all work performed and non-cancelable commitments incurred through the effective date of termination.

CONFIDENTIALITY

Each party (Recipient) shall keep confidential and shall not disclose Confidential Information of the other party (Discloser) except as necessary to perform under this IO. Confidential Information excludes information that is or becomes publicly available through no fault of Recipient, is already known to Recipient without restriction, is rightfully received from a third party without breach, or is independently developed. Recipient shall use at least the same degree of care to protect Discloser's Confidential Information as it uses to protect its own, but no less than reasonable care. Upon termination, Recipient shall return or destroy Confidential Information as requested by Discloser.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Advertiser retains ownership of Advertiser-provided materials and Agency retains ownership of pre-existing materials and proprietary tools. Agency grants Advertiser a limited, non-exclusive, worldwide license to use creative deliverables for the Campaign as set forth in this IO, conditioned on full payment. Any third-party licensed assets shall be the responsibility of the party procuring them and must be cleared for the intended use.

LIABILITY AND INDEMNITY

Each party shall indemnify and hold harmless the other party from third-party claims arising from its breach of this IO, willful misconduct, or negligence. Except for liability arising from gross negligence, willful misconduct, or breaches of confidentiality or intellectual property obligations, neither party's aggregate liability under this IO shall exceed the total fees paid under this IO during the prior twelve months.

GOVERNING LAW; DISPUTE RESOLUTION

This IO shall be governed by the laws of without regard to conflicts of law principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executive representatives, and if unresolved may pursue any available legal or equitable remedies.

ENTIRE AGREEMENT

This IO, together with any attachments and the Master Services Agreement between the parties (if any), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

ADDITIONAL TERMS

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