Marketing Content Ads Template

MARKETING CONTENT ADS TEMPLATE

Parties

Brand/Client Name:

Agency/Creator Name:

Recitals

This Agreement is entered into by Brand/Client and Agency/Creator for the production, delivery and licensed use of advertising content to be used in paid advertising placements and sponsored content (the "Campaign"). The parties agree to the terms set forth below.

Campaign Details

Deliverables

List each content item, format, required quantity and final delivery deadline. Agency/Creator shall deliver final, advertising-ready files meeting Brand specifications.

Format:    Quantity:    Delivery Date:

Format:    Quantity:    Delivery Date:

Schedule & Approval Process

Milestone schedule, review rounds, and approval times are set forth below. Brand shall provide consolidated written feedback within business days of receipt of each submission. If no written approval is provided within that period, the submission will be deemed approved.

Compensation & Payment Terms

Brand shall pay Agency the fees set forth below in consideration for the creation and license of the Deliverables. Unless otherwise stated, amounts are exclusive of taxes.

Usage Rights & License

Agency hereby grants Brand a non-exclusive/non-transferable (select below) license to use the Deliverables as advertising and promotional creative in the Territory for the Duration, subject to the restrictions herein.

Exclusive license    Non-exclusive license

FTC Disclosure & Compliance

Agency/Creator shall ensure all paid promotional content complies with applicable advertising and consumer protection laws, including clear and conspicuous disclosure of the material connection between Brand and Agency/Creator. Agency/Creator shall implement required disclosures in ad copy, creative, and metadata as necessary.

Agency/Creator confirms it will include appropriate disclosures and maintain documentation of compliance for a minimum of .

Exclusivity

Brand may require exclusivity in certain product categories or against specific competitors for the Term. If Brand requires such exclusivity, it must be expressly stated below and, if applicable, an exclusivity fee will apply.

Yes    No

Exclusivity Fee (if applicable):

Approvals, Revisions & Production

Any revisions beyond the approved number of rounds are billable at the Agency's standard hourly or per-item rate. Brand approvals required for finalization include creative approval and placement approval. Agency warrants that final Deliverables will meet the technical specifications provided by Brand.

Intellectual Property & Moral Rights

Unless otherwise agreed in writing, Agency retains ownership of pre-existing materials and underlying intellectual property not created specifically for the Campaign. Brand receives the license rights described above to the final Deliverables. Agency hereby irrevocably waives any moral rights in the Deliverables to the extent permitted by law.

Confidentiality

Each party shall maintain in confidence non-public information disclosed by the other party and use such information only for the purposes of performing under this Agreement, except as required by law. Confidential information does not include information that is publicly known or independently developed.

Representations, Warranties & Indemnification

Each party represents that it has the full right and authority to enter into this Agreement. Agency represents that the Deliverables will be original and will not infringe third-party rights. Agency shall indemnify Brand for claims arising from infringement or breach of warranty; Brand shall indemnify Agency for claims arising from Brand-provided materials or instructions.

Limitation of Liability

Except for breaches of confidentiality, willful misconduct, or indemnity obligations, neither party's aggregate liability shall exceed the total fees paid by Brand under this Agreement in the twelve (12) months preceding the claim.

Termination & Kill Fee

Either party may terminate for material breach if the breach is not cured within days after written notice. For termination for convenience by Brand, Brand shall provide days' written notice and pay a kill fee equal to the greater of (a) the portion of fees due for work performed to date, and (b) % of the remaining contract value.

Governing Law & Notices

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of laws principles. Notices under this Agreement shall be sent to the contact information set forth above and shall be effective upon receipt.

Miscellaneous

Entire Agreement: This Agreement, together with any exhibits and SOWs executed hereunder, constitutes the entire agreement between the parties. Amendments must be in writing and signed by both parties. Force majeure events shall suspend performance for the duration of the force majeure event.

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