Marketing Campaign Social Deal

MARKETING CAMPAIGN SOCIAL DEAL

This Marketing Campaign Social Deal ("Agreement") is entered into as of (the "Effective Date"), by and between:

Client / Brand

Corporation   LLC   Individual/Sole Proprietor   Other

Agency / Creator

Individual Creator   Agency   LLC   Other

Campaign Overview

Instagram   Facebook   TikTok   YouTube   X/Twitter   Other

Deliverables & Schedule

The Creator will deliver the following items in accordance with the schedule and specifications below. Each deliverable must conform to brand guidelines and be subject to the approval provisions set forth herein.

Additional deliverables or adjustments shall be documented in a written amendment signed by both parties. Creator will submit draft content for approval per the approval process below.

Approval, Revisions & Acceptance

Creator will submit each deliverable in draft form. Brand shall review and provide written approval or requested revisions within hours of receipt. Brand may request up to rounds of reasonable revisions per deliverable at no additional charge. Additional revisions beyond that number shall be billed as out-of-scope work at a rate agreed in writing.

Compensation & Payment

Brand shall pay Creator the fees set forth below in consideration for the services and deliverables. Unless otherwise stated, all fees are stated in the currency of the Brand's address.

Milestone payments as follows:   Retainer plus balance on completion   Net terms upon invoice

Creator will not incur reimbursable third-party expenses without Brand's prior written approval. Approved reimbursable expenses will be invoiced with receipts and paid within days of invoice.

Usage Rights & Intellectual Property

Creator grants Brand a non-exclusive, worldwide license to use, reproduce, distribute, display, and perform the final approved deliverables for the purposes described in this Agreement for a term of from the date of final approval, unless parties otherwise agree in writing. Unless the parties agree in writing that work is a "work made for hire," Creator retains copyright and grants the license specified above. Any use beyond the scope set forth herein requires additional written license and compensation.

No exclusivity; Creator may work with other brands.   Limited exclusivity during campaign term: Category

FTC Disclosure & Platform Compliance

Creator represents and warrants that all social content produced under this Agreement will include clear and conspicuous disclosure of the material relationship with Brand in compliance with applicable advertising and platform rules. Creator will use language or platform-specific disclosure features to make sponsored content immediately apparent to customary users of the platform.

Creator will include required disclosures and maintain records of posting and disclosures for a minimum of months.

Representations, Warranties & Indemnity

Each party represents and warrants that it has the authority to enter into this Agreement. Creator further warrants that all deliverables will be original, will not infringe third-party rights, and will comply with applicable laws and platform policies. Creator shall indemnify, defend and hold Brand harmless from any claim, loss or liability arising out of Creator's breach of the foregoing warranties, except to the extent caused by Brand's materials or direction.

Confidentiality

Each party agrees to maintain in confidence non-public information disclosed by the other party that is marked or reasonably understood to be confidential. Confidential information does not include information that becomes publicly known through no wrongful act of the receiving party or that is independently developed.

Termination & Kill Fee

Either party may terminate this Agreement for material breach if the breaching party fails to cure within days after written notice. Brand may terminate for convenience upon days' written notice. If Brand terminates for convenience after Creator has begun work, Brand will pay a kill fee equal to of the remaining unpaid fee plus reasonable documented out-of-pocket costs.

Reporting, Metrics & Audit Rights

Creator will provide Brand with campaign performance reports and native analytics for each deliverable within days of posting. Brand may reasonably request access to Creator analytics or third-party platform data to verify metrics; Creator will reasonably cooperate subject to privacy laws and platform terms.

Limitation of Liability

Except for liability arising from willful misconduct or Creator's breach of intellectual property warranties and indemnification obligations, neither party's aggregate liability shall exceed the fees paid under this Agreement for the applicable campaign.

Governing Law & Miscellaneous

This Agreement will be governed by and construed in accordance with the laws of the jurisdiction selected by Brand: . Neither party may assign this Agreement without the other's prior written consent except to an affiliate or successor in interest. Force majeure events will excuse performance to the extent such performance is prevented by causes beyond a party's reasonable control.

Miscellaneous Notices

Execution

The parties have executed this Agreement through their duly authorized representatives as set forth below.

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