Marketing Campaign Mentor

MARKETING CAMPAIGN MENTOR

This Marketing Campaign Mentor Agreement (the "Agreement") is entered into as of Effective Date: between Brand/Client: and Mentor/Agency: .

Parties and Contact Information

Recitals and Definitions

The Mentor provides campaign strategy, mentorship, and advisory services to assist the Brand in planning, executing and evaluating a marketing campaign (the "Campaign"). Capitalized terms used in this Agreement shall have the meanings set forth in this section or as otherwise defined in the body of this Agreement.

Campaign Details

Campaign Period: From to .

Scope of Services and Deliverables

Mentor shall provide mentoring services that may include strategy sessions, campaign planning, creative feedback, performance review, and tactical recommendations. Specific deliverables, formats, quantities and deadlines are set forth below.

Due Date:

Due Date:

Acceptance Criteria: Mentor will submit deliverables for Brand review. Brand shall provide written acceptance or a list of requested revisions within calendar days of delivery. Absent timely written rejection, deliverable will be deemed accepted.

Compensation and Expenses

Fee: Brand shall pay Mentor a total fee of $ for the Services set forth herein, subject to the payment schedule below.

Deposit Amount: $. Balance due by .

Expenses: Brand will reimburse reasonable, pre-approved out-of-pocket expenses. Mentor must obtain written pre-approval for any expense expected to exceed $.

Late Payment: Unpaid amounts shall bear interest at per month or the maximum permitted by law, whichever is less.

Usage Rights and Intellectual Property

Ownership of Pre-Existing Materials: Each party retains all right, title and interest in materials that existed prior to this Agreement or were developed outside the scope of this Agreement.

Deliverables Ownership: Upon full payment of amounts due under this Agreement, Mentor assigns to Brand all right, title and interest in final Deliverables specifically created for the Campaign, subject to Mentor's retained moral rights and the license back set forth below.

Mentor Portfolio License: Mentor shall have a worldwide, non-exclusive, royalty-free license to display final Deliverables in Mentor's portfolio and promotional materials, provided such use does not disclose Brand confidential information.

FTC Disclosure Compliance

Both parties acknowledge obligations under applicable advertising and endorsements rules requiring clear and conspicuous disclosure of any material connection between Brand and Mentor where Mentor or sponsored participants promote the Campaign. Mentor agrees to include required disclosures in any public posts or materials as directed by Brand and to document compliance upon request.

Exclusivity

During the Campaign Period and for thereafter, Mentor shall not provide substantially similar mentorship or campaign strategy services to direct competitors of Brand in the territory described above without Brand's prior written consent.

Term, Termination and Kill Fee

Term: This Agreement commences on the Effective Date and continues until the Campaign End Date unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice to the other party.

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice describing the breach.

Kill Fee: If Brand terminates for convenience prior to substantial completion of Deliverables, Brand shall pay a kill fee equal to $ or the portion of fees earned through the termination date, whichever is greater.

Confidentiality

Each party shall hold in confidence non-public information disclosed by the other party that is designated as confidential or that by its nature should be treated as confidential. Confidential information shall not be used except to perform obligations under this Agreement and is subject to customary exceptions.

Representations, Warranties and Indemnity

Each party represents that it has full power and authority to enter into this Agreement. Mentor represents that Deliverables will be original and will not infringe third-party rights. Brand will indemnify Mentor for claims arising from Brand-supplied materials or Brand directives; Mentor will indemnify Brand for claims arising from Mentor's breach of the warranties above. Indemnified party must provide prompt notice of claims and cooperate in defense.

Limitation of Liability

Except for willful misconduct or gross negligence, neither party shall be liable for consequential, indirect, special or punitive damages. Mentor's aggregate liability for claims arising from this Agreement shall not exceed the total fees paid by Brand to Mentor under this Agreement.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the state of without regard to conflicts of law principles. Parties agree to attempt to resolve disputes through good-faith negotiation prior to initiating litigation.

Notices

All notices required or permitted under this Agreement shall be in writing and sent to the contacts set forth below.

Miscellaneous

Entire Agreement: This Agreement, including any Schedules or Statements of Work attached, constitutes the entire agreement between the parties and supersedes all prior agreements relating to the subject matter hereof.

Amendments: No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor entity in connection with a merger or sale of substantially all assets.

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