Marketing Counseling Proposal

MARKETING COUNSELING PROPOSAL

Proposal and Parties

Proposal Date:

Primary Contacts

Client Contact:   Title:

Phone:   Email:

Consultant Contact:   Title:

Phone:   Email:

Engagement Overview

Campaign Title:

Social media    Email marketing    Paid media    Events    Content marketing    Other:

Scope & Deliverables

The Consultant will perform counseling, strategy, creative direction, campaign planning, and measurement services as described below. Specific deliverables, quantities and deadlines are set forth and shall be subject to Client approval in writing.

Format / Quantity:   Due Date:

Format / Quantity:   Due Date:

Timeline

Engagement Start Date:   Estimated End Date:

Milestones and timeline details will be documented in writing and executed by mutual written approval. Consultant will provide a project timeline within ten (10) business days of proposal acceptance.

Compensation & Expenses

Deposit Required:   Expenses Reimbursable (yes):   Expense Cap:

Late payments shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower, and Client shall be responsible for reasonable collection costs.

Usage Rights & Intellectual Property

Subject to full payment of amounts due, Consultant grants Client a non-exclusive, worldwide, royalty-free license to use the Final Deliverables for the agreed campaign purposes and term set forth below. Consultant retains all rights in any pre-existing materials and underlying methodologies used to create the Deliverables.

Deliverables Ownership: Client owns final deliverables upon full payment.   Consultant Underlying IP Retained: Consultant retains pre-existing materials and tools.

Territory:   Duration:

FTC Disclosure Compliance

Both parties agree to comply with applicable advertising and consumer protection requirements, including clear and conspicuous disclosure of material connections in paid or incentivized content. Consultant will advise on required disclosure language; final responsibility for placement and compliance rests with Client.

Client acknowledges that Consultant may require review and final approval of disclosure language prior to distribution.

Acknowledgement of FTC Disclosure Compliance Guidance:

Exclusivity

Unless separately agreed in writing, this engagement is non-exclusive. If Client requires exclusivity, the parties will document the specific scope, duration and compensation below.

Exclusive Engagement Requested:   If checked, Exclusivity Details:

Revisions, Approvals & Reporting

Termination & Kill Fee

Either party may terminate this Agreement upon written notice. Termination shall be effective as of the date specified in the notice, subject to the notice period and fees below.

Notice Period (days):   Kill Fee (if terminated by Client without cause):

Upon termination Client shall pay Consultant for all work performed to date, all non-cancelable third-party costs, and any applicable kill fee. Consultant shall deliver work-in-progress to Client upon payment of those amounts.

Confidentiality

Each party shall keep confidential the non-public information disclosed by the other party and shall use such information solely for performance under this Agreement. Confidential information does not include information that is or becomes public without breach, independently developed, or rightfully received from a third party.

Acknowledgement of Confidentiality Obligations:

Representations, Warranties & Liability

Each party represents that it has the authority to enter into this Agreement. Consultant warrants that services will be performed in a professional manner. EXCEPT AS EXPRESSLY STATED, ALL SERVICES ARE PROVIDED "AS IS" AND CONSULTANT DISCLAIMS ALL OTHER WARRANTIES. IN NO EVENT SHALL CONSULTANT'S LIABILITY EXCEED THE FEES PAID BY CLIENT FOR THE APPLICABLE SERVICES, EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

Indemnification

Client shall indemnify, defend and hold Consultant harmless from third-party claims arising from Client-provided materials, Client's breach of this Agreement, or Client's failure to comply with applicable laws. Consultant shall indemnify Client for claims arising from Consultant's breach of representations or willful misappropriation of third-party IP.

Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of the state identified below without regard to conflict of law principles. The parties will attempt to resolve disputes in good faith and agree to pursue mediation prior to filing litigation.

Notices

Miscellaneous

This Proposal, upon acceptance by signature, constitutes the entire agreement concerning the subject matter hereof and supersedes prior proposals and understandings. Any modification must be in writing and signed by both parties. Neither party may assign this Agreement without the other party's prior written consent, except to a successor in interest in connection with a merger or sale of substantially all assets.

Acceptance

By signing below, Client and Consultant agree to the terms of this Marketing Counseling Proposal and authorize Consultant to commence work in accordance with the agreed payment schedule and milestones.

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