Marketing Campaign Lipstick Launch

MARKETING CAMPAIGN AGREEMENT — LIPSTICK LAUNCH

Parties

This Agreement is entered into between:

Corporation LLC Individual Other

Recitals & Campaign Identification

WHEREAS, Client wishes to retain Agency to develop and execute a marketing campaign for the launch of a lipstick product, and Agency has expertise to perform the services described herein;

Campaign Name:

Campaign Term Commencement Date:    Termination Date:

Campaign Objectives, Audience & Channels

Social media (organic) Paid social ads Email marketing Public relations Events/Launch Retail point-of-sale

Deliverables & Schedule

Agency will produce the following deliverables. Each deliverable must be delivered by the due date and is subject to Client approval as set forth in the Approval and Revisions section.

Approval and Revisions: Client will provide consolidated written approval or requested revisions within business days of receipt of each draft. Agency will provide up to rounds of revisions per deliverable at no additional fee; additional revisions are billable at the hourly rate set forth below.

Compensation & Payment

Deposit: due within days of execution.

Remaining Milestones:

Client agrees to reimburse pre‑approved out-of-pocket expenses incurred by Agency. Expense cap without prior approval: .

Agency will invoice per the payment schedule. Invoices are payable within days. Late payments accrue interest at % per month.

Intellectual Property & Usage Rights

Ownership of Materials: Subject to payment in full, Agency hereby grants Client a non-exclusive, transferable license to use the final deliverables for the purposes set forth in this Agreement, limited to the Territory and Term defined below, unless Client and Agency expressly agree to an assignment of copyright in writing.

Exclusive partnership for lipstick category during campaign term: Yes. If yes, exclusivity period (days):

FTC Disclosure Compliance

Agency and any Creator engaged shall comply with all applicable consumer protection and advertising disclosure laws. Creator shall make clear, conspicuous and timely disclosures of any material connection to the Brand in all paid and unpaid social content delivered under this Agreement.

Agency warrants that it will advise Creator on placement and prominence of disclosure; Client may require revision of any content that fails to include the required disclosure.

Confidentiality

Each party shall not disclose Confidential Information of the other party except as necessary to perform under this Agreement. Confidentiality obligations survive termination for a period of years.

Representations, Warranties & Indemnity

Each party represents and warrants that it has the full right and authority to enter into this Agreement. Agency represents that deliverables will not infringe third-party intellectual property rights. Agency will indemnify and defend Client from claims arising from Agency's breach of the foregoing representations; Client will indemnify Agency for claims arising from Client-provided materials or instructions.

Termination

Either party may terminate for convenience with days' prior written notice. If Client terminates other than for Agency's material breach, Client shall pay a kill fee equal to or the unbilled portion of the Fee, whichever is greater.

Termination for cause is immediate where a party materially breaches and fails to cure within days after written notice.

Miscellaneous

Governing Law: The laws of the state of govern this Agreement without regard to conflict of laws. Dispute resolution: Arbitration preferred.

Execution

The parties have executed this Agreement as of the date set forth below.

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