Marketing Campaign Model

MARKETING CAMPAIGN MODEL

This Marketing Campaign Model (the "Agreement") is entered into as of by and between Client Name: and Agency Name: .

RECITALS

WHEREAS, Client seeks to retain Agency to develop, manage and execute a marketing campaign to promote Client's products and/or services (the "Campaign") in accordance with the terms set forth herein; and

WHEREAS, Agency represents that it has the expertise, personnel and resources required to perform the services described in this Agreement and agrees to provide such services to Client under the terms and conditions stated below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Campaign, including scope, deliverables, payment, confidentiality and termination.

1. SCOPE OF WORK

Agency shall perform the marketing services and deliverables described below in accordance with timelines and specifications approved in writing by Client. Services include strategic planning, creative development, media buying, campaign execution, monitoring and reporting as further specified in the Scope of Work field.

2. PAYMENT TERMS

Client shall pay Agency the fees and reimbursable expenses set forth below in exchange for the services and deliverables. Fees shall be due and payable in accordance with the payment schedule. Agency shall invoice Client in writing and invoices not disputed in good faith by Client within ten (10) calendar days of receipt shall be payable within thirty (30) days of the invoice date.

Overdue payments shall accrue interest at a rate of % per month, compounded monthly, or the maximum rate permitted by law, whichever is less.

3. TERM AND TERMINATION

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party not less than days prior to the termination effective date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days following receipt of written notice describing the breach.

4. CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is (a) publicly available through no fault of the receiving party, (b) already rightfully in the receiving party's possession prior to disclosure, (c) independently developed by the receiving party without use of the disclosing party's Confidential Information, or (d) rightfully obtained from a third party without breach of an obligation of confidentiality.

The receiving party shall use Confidential Information solely for the purpose of performing under this Agreement and shall not disclose Confidential Information to any third party except to its employees, contractors or professional advisors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall survive termination or expiration of this Agreement for a period of .

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Agency shall retain ownership of its pre-existing intellectual property and general creative methodologies. Client shall receive a perpetual, worldwide, royalty-free license to use campaign deliverables provided to Client upon full payment of all fees due. To the extent any deliverables constitute work made for hire under applicable law, ownership shall vest in Client upon payment. Any third-party materials incorporated into deliverables shall be subject to the applicable third-party terms and Agency shall secure necessary licenses at Agency's expense unless otherwise agreed.

6. REPORTING AND METRICS

7. REPRESENTATIONS, WARRANTIES & INDEMNIFICATION

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Agency represents that the services will be performed in a professional manner consistent with industry standards. Client represents that it has the right to provide materials and approvals necessary for the Campaign.

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement or its negligent or willful misconduct, except to the extent that such claims arise from the indemnitee's negligence or willful misconduct.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such state for any disputes arising under this Agreement.

9. ENTIRE AGREEMENT

This Agreement, together with any attachments, schedules and written change orders executed by the parties, constitutes the entire agreement between Client and Agency with respect to the Campaign and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written. No modification to this Agreement will be effective unless in writing and signed by both parties.

10. MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Agency may assign to an affiliate or in connection with a sale of substantially all of its assets.

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