Marketing Contractor Contract

MARKETING CONTRACTOR CONTRACT

Parties

Client Name:

Client Contact and Address:

Contractor Name:

Contractor Contact and Address:

Recitals

This Marketing Contractor Contract (the "Agreement") is entered into by and between the Client and the Contractor as of the Effective Date below. The Contractor will provide marketing and content services as set forth in this Agreement in consideration of the fees and subject to the terms herein.

Effective Date:

Campaign Description

Deliverables and Schedule

The Contractor will deliver the following items. Client approval is required in writing for each deliverable as provided in the Approval Process section below.

Compensation and Expenses

Total Fee: $

Late Payment Fee (if any):

Pre-approved expense limit: $ — Expenses in excess require prior written approval.

Invoices Payable:

Ownership, License and Usage Rights

Contractor assigns to Client all right, title and interest in Work Product created pursuant to this Agreement, except as explicitly reserved below. Contractor hereby grants Client a worldwide, perpetual, royalty-free, transferrable license to use, reproduce, distribute, and create derivative works from the Work Product for commercial purposes, unless otherwise specified.

Territory:     Duration:

Confidentiality

Each party will maintain the confidentiality of the other party's confidential information and will not disclose such information except as required by law. Confidential information includes but is not limited to campaign strategy, pricing, customer data, and unreleased products. The obligation of confidentiality survives termination of this Agreement for a period of three (3) years.

FTC Disclosure and Advertising Compliance

Contractor shall comply with all applicable advertising rules and disclosure requirements. Contractor shall make clear, conspicuous disclosures of material connections or sponsorships in any promotional material created for the Campaign.

Contractor acknowledges and agrees to the following:   Contractor will include required disclosures on applicable platforms and provide proof of disclosure upon Client request.

Exclusivity

During the Term, Contractor shall not perform promotional services for direct competitors of Client in relation to the Campaign subject matter without prior written consent.

Exclusivity Applies: Yes    No

Approval, Revisions and Acceptance

Client will review deliverables and provide approval or written revision requests within days of receipt. Contractor will provide up to rounds of revisions included in the fee; additional revisions will be billed at a mutually agreed rate.

Independent Contractor; Taxes

Contractor is an independent contractor and not an employee of Client. Contractor is solely responsible for all federal, state, and local taxes, contributions, and withholdings arising from the fees paid under this Agreement.

Termination and Kill Fee

Either party may terminate this Agreement with days' prior written notice. If Client terminates the Agreement without cause prior to completion of the Deliverables, Client will pay a kill fee equal to $ or the pro rata portion of fees earned to date, whichever is greater.

Representations, Warranties and Indemnification

Each party represents and warrants that it has the right to enter into this Agreement. Contractor warrants that all Deliverables will be original, will not infringe third-party rights, and will comply with applicable laws. Contractor will indemnify and hold Client harmless from claims arising out of Contractor's breach of warranty, negligence, or willful misconduct.

Limitation of Liability

Except for indemnification obligations and breaches of confidentiality or intellectual property warranty, neither party will be liable for consequential or punitive damages. The total liability of either party for any claim arising under this Agreement will be limited to the total fees paid to Contractor under this Agreement.

Publicity and Moral Rights

Contractor grants Client the right to use Contractor's name, logo and Deliverables in Client's marketing and promotional materials. Contractor hereby waives and will not assert any moral rights in the Work Product to the extent permitted by law.

Data Protection

Each party shall comply with applicable data protection laws in relation to personal data processed in connection with the Campaign. Contractor will implement reasonable security measures to protect Client data.

Governing Law; Dispute Resolution

This Agreement will be governed by the laws of the state of without regard to conflict of laws principles. Parties will attempt to resolve disputes in good faith and may pursue mediation prior to initiating litigation or arbitration.

Notices

Assignment; Amendment; Severability; Entire Agreement

Neither party may assign this Agreement without the other's prior written consent, except that Client may assign to an affiliate. Any amendment must be in writing and signed by both parties. If any provision is held unenforceable, the remaining provisions remain in effect. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof.

Miscellaneous

Contractor will maintain insurance customary for the services provided and will provide certificates upon request. Contractor shall not subcontract material obligations without Client's prior written consent; Contractor remains responsible for any subcontracted work.

Signatures

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