Marketing Client Services Agreement

MARKETING CLIENT SERVICES AGREEMENT

Parties

Client Name:

Agency/Creator Name:

Recitals

This Agreement is entered into by and between the Client and the Agency to set forth the terms under which the Agency will provide marketing and content services in connection with the Campaign described below. The parties acknowledge that the Agency has the skill and resources to perform the Services and the Client desires to engage the Agency on the terms set forth herein.

Definitions

"Services" means the marketing, creative, production, and related services described in Section Deliverables. "Campaign" means the program identified below. "Deliverables" means the final materials to be delivered to Client. "Confidential Information" has the meaning given in the Confidentiality section.

Campaign Overview

Deliverables and Schedule

The Agency will produce, deliver and, where applicable, post the following Deliverables in accordance with the schedule below.

Campaign Start Date:    Campaign End Date:

Compensation and Expenses

As full compensation for the Services, Client will pay the Agency the fees and expenses set forth below.

Reimbursable Expenses: Agency may incur pre-approved expenses. Expense Cap:

Usage Rights and Intellectual Property

Subject to Client's payment in full, the Agency grants Client a non-exclusive/non-transferable (select below) license to use the Deliverables as follows. Unless otherwise agreed in writing, the Agency retains the right to use Deliverables in portfolio and promotional materials.

License Type: Exclusive    Non-exclusive

Territory:    Duration of License:

FTC Disclosure Compliance

The Agency and any Creator shall comply with all applicable laws, rules and regulations governing advertising and endorsements, including clear and conspicuous disclosures of material connections between the Client and any Creator. The parties agree the Agency will ensure that required disclosures accompany sponsor-created content.

Client acknowledges and approves the following disclosure requirement for the Campaign:

Agency certifies that it will require Creators to make clear disclosures:

Exclusivity

Exclusivity: Client and Agency shall indicate below whether the Creator is restricted from promoting competing products or services during the Campaign term.

Creator Exclusivity Required: Yes    No

If exclusive, exclusivity scope and limitations:

Termination

Either party may terminate this Agreement for convenience upon notice to the other party as set forth below. Termination for cause may be effected immediately for material breach that is not cured within the cure period.

Notice Period for Convenience Termination:    Cure Period for Breach:

Kill Fee (amount due to Agency upon Client termination without cause after work commenced):

Confidentiality

Each party shall keep confidential and not disclose to third parties any Confidential Information of the other party except as required to perform its obligations hereunder or as required by law. Confidentiality obligations endure for the period specified below.

Confidentiality Duration:

Warranties, Representations and Covenants

Each party represents and warrants that it has the full right and authority to enter into this Agreement and that performance will not violate any agreement with a third party. The Agency warrants that Deliverables will be original and will not infringe third party rights, except as expressly disclosed in writing.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses, damages and expenses arising out of a breach of the indemnifying party's representations or warranties, or the indemnifying party's negligence or willful misconduct.

Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, or breach of confidentiality or intellectual property obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party for direct damages shall not exceed the fees paid under this Agreement in the twelve (12) months preceding the claim.

Insurance

The Agency shall maintain commercially reasonable insurance coverages customary for its industry. Minimum coverage required:

Force Majeure

Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including but not limited to acts of God, strikes, governmental actions, pandemics, or interruptions of telecommunications or utilities. The affected party shall promptly notify the other and use reasonable efforts to resume performance.

Dispute Resolution and Governing Law

The parties shall attempt to resolve disputes in good faith through negotiation. If unresolved within thirty (30) days, disputes will be submitted to binding arbitration in the jurisdiction specified below, unless the parties agree otherwise in writing.

Governing Law:    Arbitration Seat:

Assignment and Subcontracting

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Client may assign to an affiliate or successor. Agency may engage subcontractors provided Agency remains responsible for their performance.

Notices

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements. Any amendment must be in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remainder shall remain in effect.

Acknowledgement

By signing below, the parties acknowledge that they have read, understand and agree to be bound by the terms and conditions of this Agreement.

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