Marketing Consumer Promotion Agreement

MARKETING CONSUMER PROMOTION AGREEMENT

Parties

This Marketing Consumer Promotion Agreement (the Agreement) is entered into between:

and

Recitals

WHEREAS Brand desires to engage Agency to develop and execute a consumer promotion campaign to increase brand awareness and drive purchases; and WHEREAS Agency represents that it has the expertise and resources to provide the services described herein; the Parties agree as follows.

Campaign Details

Social Media Email In-store Paid Media Other:

Deliverables

Agency shall deliver the following items in the formats and on the schedule specified below. Each deliverable shall conform to the specifications set forth and be subject to Brand approval in accordance with the Acceptance procedure herein.

Format:    Quantity:    Deadline:

Format:    Quantity:    Deadline:

Compensation & Payment

In consideration for the Services, Brand shall pay Agency the fees and reimbursements set forth below in accordance with the Payment Schedule.

Deposit (if any):    Final Payment Due:

Reimbursable expenses: Yes    If yes, expense cap:

Usage Rights & License

Subject to full payment, Agency hereby grants Brand a non-exclusive exclusive_license_checkbox style="display:none"> license to use the Deliverables as set forth below. The Parties may modify ownership or license selections in writing.

Territory:    Duration: From to

License scope (select all that apply): Print Digital Broadcast Social Media

Brand shall own all rights, title and interest in the Deliverables upon full payment.
Creator/Agency retains underlying rights and grants Brand a license as specified above.

FTC Disclosure Compliance

Agency represents and warrants that any paid, sponsored or otherwise material connection between Brand and Agency will be clearly and conspicuously disclosed in content in accordance with applicable consumer protection and advertising laws and guidelines. Agency agrees to include required disclosures in each Deliverable where required.

Agency agrees to comply with disclosure requirements: Acknowledged

Exclusivity

During the Exclusivity Period defined below, Agency shall not perform substantially similar promotion services for direct competitors of Brand as listed by Brand in writing. Exclusivity Period:

Exceptions (if any):

Termination

Either Party may terminate this Agreement for convenience upon days' prior written notice. For cause, termination may be immediate upon material breach if the breaching party fails to cure within days of notice.

Kill fee (if Brand terminates after work has commenced):

Warranties, Representations & Indemnities

Agency represents and warrants that (a) it has full authority to enter into this Agreement; (b) Deliverables will be original and not infringe third-party rights; and (c) it will obtain all consents, releases and licenses necessary for Brand's use. Brand represents that it has authority to grant rights to any Brand materials.

Indemnity: Each Party shall indemnify, defend and hold harmless the other from all third-party claims arising from its breach of representations, willful misconduct or negligence, including reasonable attorneys' fees and costs.

Confidentiality & Data Protection

Each Party will maintain the confidentiality of the other's Confidential Information and will use it solely to perform obligations under this Agreement. Confidential Information excludes information that becomes public through no fault of the recipient.

Data: Agency will process personal data received in connection with the Campaign only as instructed by Brand and shall implement appropriate technical and organizational measures to protect such data.

Limitation of Liability

Except for breaches of confidentiality, willful misconduct, or a party's indemnity obligations, neither Party shall be liable for consequential, incidental, punitive or special damages. The aggregate liability of either Party shall not exceed the amount actually paid under this Agreement in the prior six months.

Acceptance & Change Orders

Brand shall review Deliverables within days and either accept or provide written change requests. Material change requests that alter scope or schedule will be documented as written change orders and may affect fee and timeline.

Notices

General Provisions

Governing Law: This Agreement shall be governed by and construed in accordance with the laws mutually selected by the Parties: .

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

Entire Agreement & Amendments: This Agreement constitutes the entire agreement between the Parties and may be amended only by a written instrument signed by authorized representatives of both Parties.

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