Marketing Campus Tour Agreement

MARKETING CAMPUS TOUR AGREEMENT

Parties

This Marketing Campus Tour Agreement (the "Agreement") is entered into as of by and between:

Recitals

WHEREAS, Brand engages Agency to plan, coordinate and execute a promotional campus tour to promote Brand's products and/or services (the "Tour"); and WHEREAS, Agency represents that it possesses the expertise and resources to perform the Scope of Work described herein; now, therefore, in consideration of the mutual covenants contained herein, the parties agree as follows.

Scope — Campaign Summary

Tour Schedule & Locations

Number of campuses to be visited:   Start date:   End date:

Deliverables

Agency shall deliver the items described below in accordance with the quantities, formats and deadlines specified. Each deliverable must be approved by Brand in writing prior to public release.

Format:   Quantity:   Deadline:

Format:   Quantity:   Deadline:

Compensation & Payment

Brand will pay Agency the total fee set forth below in accordance with the schedule. All amounts are in USD unless otherwise noted.

Expenses, Travel & Permits

Unless otherwise agreed in writing, Brand will reimburse pre-approved out-of-pocket expenses incurred by Agency in connection with the Tour upon submission of receipts. Agency must obtain Brand's prior written approval for any single item of expense above:

Usage Rights & Intellectual Property

Subject to full payment, Agency grants Brand a non-exclusive, worldwide license to use materials created specifically for the Tour for the duration specified below, except as otherwise provided. Parties may identify separately owned pre-existing materials that are excluded from this grant.

Ownership of newly created creative works shall be:

FTC Disclosure & Compliance

Agency represents and warrants that all sponsored content will contain clear, conspicuous and compliant disclosures that identify Brand as the sponsor where required by applicable advertising and consumer protection laws and campus regulations.

Compliance affirmed

Exclusivity

Agency shall not promote any competing brand or product category identified by Brand in a campus context during the exclusivity period below unless Brand provides prior written consent. If exclusivity applies, specify scope and term.

Yes, exclusivity applies

Termination & Kill Fee

Either party may terminate this Agreement for convenience upon providing written notice. Termination for cause is permitted where a material breach is not cured within the cure period set forth below.

Confidentiality

Each party agrees to keep confidential the other party's proprietary information disclosed in connection with this Agreement and to use such information only to perform its obligations hereunder. Confidential information does not include information that is or becomes publicly available without breach of this Agreement.

Indemnification & Insurance

Agency will indemnify and hold harmless Brand from claims arising out of Agency's negligent acts, willful misconduct, or breaches of representations and warranties. Agency shall maintain commercial general liability insurance and, where applicable, event insurance in amounts customary for campus activations.

Representations & Warranties

Each party represents that it has the authority to enter into this Agreement, that deliverables will not infringe third-party rights, and that all statements made to induce the other party to enter this Agreement are true and accurate.

Reporting, Metrics & Audit Rights

Brand shall have the right to audit Agency's records related to invoiced expenses and deliverables upon reasonable prior notice and during normal business hours.

Safety, Conduct & Campus Rules

Agency agrees to comply with all campus policies, laws and safety regulations. Agency is responsible for the conduct of its personnel and subcontractors and will ensure that all on-site staff are trained on safety and crowd-management procedures.

Force Majeure

Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including acts of God, government restrictions, pandemics, strikes, or campus closures. The affected party shall promptly notify the other and make reasonable efforts to resume performance.

Governing Law & Dispute Resolution

The parties will attempt in good faith to resolve disputes through negotiation. If unresolved, disputes will be resolved by arbitration or litigation as indicated below.

Miscellaneous

This Agreement constitutes the entire agreement between the parties relating to the Tour and supersedes all prior agreements and understandings. Any amendments must be made in writing and signed by authorized representatives of both parties.

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