Marketing Creative Support Agreement

MARKETING CREATIVE SUPPORT AGREEMENT

This Marketing Creative Support Agreement (the Agreement) is entered into as of by and between:

RECITALS

Brand desires to engage Agency to provide creative support for a marketing campaign as described below, and Agency has the expertise and capacity to provide such services under the terms and conditions set forth in this Agreement.

SCOPE OF SERVICES

Social Media    Display/Programmatic    Video    Email    Print

DELIVERABLES & SCHEDULE

Agency will deliver the following items in accordance with the delivery schedule. Each deliverable shall conform to the technical and creative specifications agreed in writing.

Format:    Quantity:    Delivery Date:

Format:    Quantity:    Delivery Date:

Format:    Quantity:    Delivery Date:

COMPENSATION & PAYMENT TERMS

Brand shall pay Agency the fees and reimburse authorized expenses as set forth below. All fees are exclusive of taxes unless otherwise stated.

Agency will be reimbursed for pre-approved, reasonable out-of-pocket expenses incurred in performing the Services. Agency must obtain written approval from Brand prior to incurring any single expense in excess of .

CHANGE ORDERS

Any change to the scope, schedule, or fees shall be documented in a written change order signed by authorized representatives of both parties. Agency shall provide an estimate of additional costs and time required, and no work outside the scope will proceed without such written change order.

INTELLECTUAL PROPERTY; USAGE RIGHTS

Subject to Brand's payment of fees in full, Agency hereby grants Brand a non-exclusive, worldwide license to use the final Deliverables for the purposes and channels set forth in this Agreement for the term specified below, unless the parties agree in writing otherwise.

Ownership of underlying pre-existing materials, tools, and Agency-owned templates remains with Agency unless explicitly assigned in writing. If Brand requires assignment of Agency intellectual property, parties will document terms, fees, and scope in a written addendum.

Indicate ownership preference (check one):
Work for hire — Brand owns final Deliverables    Exclusive license to Brand; Agency retains underlying rights

FTC DISCLOSURE & COMPLIANCE

Agency will comply with all applicable advertising, consumer protection, and disclosure laws and guidelines. Where influencer or paid promotion is involved, Agency will ensure clear and conspicuous disclosures in compliance with applicable rules. Agency represents that all statements and claims in the Deliverables will be substantiated and will not be deceptive.

Agency acknowledges obligation to include required sponsorship/disclosure language where applicable.

CONFIDENTIALITY

Each party will keep confidential all non-public information disclosed by the other party and will not use such information except in performance of this Agreement. Confidential materials shall be returned or destroyed upon written request. Confidentiality obligations survive termination for three years, except for trade secrets which shall survive as long as permitted by law.

EXCLUSIVITY

The parties may agree to exclusivity as set forth below. Unless an exclusivity box is checked and compensation agreed, Agency may provide services for other clients, provided such services do not use Brand Confidential Information or Deliverables.

Exclusivity applies    Scope:    Duration:

TERMINATION & KILL FEE

This Agreement may be terminated by either party upon written notice for material breach if the breach remains uncured for the applicable cure period. Either party may terminate for convenience upon days' prior written notice. If Brand terminates for convenience after Agency has commenced work, Brand shall pay a kill fee equal to the fees for work performed plus of the remaining contracted fee, or other amount agreed in writing.

WARRANTIES, REPRESENTATIONS & INDEMNITY

Each party represents it has authority to enter this Agreement. Agency represents that Deliverables will be original or properly licensed, and will not infringe third-party rights. Agency will indemnify Brand for third-party claims arising from Agency's breach or infringement. Brand will indemnify Agency for claims arising from Brand-supplied materials or Brand's misuse of Deliverables.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, or for indemnity obligations, neither party's aggregate liability shall exceed the amounts paid by Brand to Agency under this Agreement in the six (6) months preceding the claim.

PUBLICITY

Agency may not use Brand's name, trademarks, or Deliverables for promotional purposes without Brand's prior written consent. Brand grants Agency the limited right to include Deliverables in Agency's portfolio unless Brand checks the box below.

Brand prohibits use of Deliverables in Agency portfolio or case studies.

INSURANCE

Agency shall maintain commercial general liability and professional liability insurance in amounts commercially reasonable for the Services. Upon request, Agency will provide certificates of insurance to Brand.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by the laws of without regard to conflict of laws principles. The parties agree to negotiate in good faith to resolve disputes and may pursue arbitration or other dispute resolution mechanisms as mutually agreed in writing.

NOTICES

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter. No amendment is effective unless in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

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