Marketing CSR Campaign

MARKETING CSR CAMPAIGN AGREEMENT

Parties

Recitals

WHEREAS, Client Name: seeks to develop and execute a corporate social responsibility marketing campaign to advance Client's social impact objectives; and

WHEREAS, Service Provider Name: has professional experience in planning, creating, and executing marketing and communications programs focused on social impact, community engagement, and stakeholder outreach; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound, the parties agree as follows:

Scope of Work

Service Provider will deliver marketing, communications, and program services in connection with the CSR campaign as described below. Services shall include planning, creative development, media placement, community partner coordination, measurement, and reporting as specifically set out in the Scope of Work.

Payment Terms

Client agrees to pay Service Provider the fees specified below in exchange for the services and deliverables described in the Scope of Work. All fees are exclusive of applicable taxes unless otherwise stated.

Client will reimburse pre-approved, reasonable out-of-pocket expenses incurred by Service Provider. Reimbursement requires submission of receipts. Any material third-party costs (media buys, production) exceeding the agreed budget must be pre-approved in writing by Client.

Term and Termination

This Agreement commences on Effective Date and continues through End Date unless earlier terminated as provided below.

Effective Date:    End Date:

Termination for Cause: Either party may terminate for material breach if the breaching party fails to cure the breach within days after written notice. Termination does not relieve Client of payment obligations for services performed prior to termination.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a disclosing party to the receiving party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including campaign strategy, donor and partner lists, pricing, and creative concepts.

Obligations: Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly known through no breach of this Agreement; (ii) is received from a third party free to disclose it; or (iii) is independently developed without use of the other party’s Confidential Information.

Remedies and Survival: The parties acknowledge that a breach may cause irreparable harm for which monetary damages are inadequate and that injunctive relief may be appropriate. Confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall survive as long as they qualify for protection.

Intellectual Property and Use Rights

Ownership of Pre-Existing Materials: Each party retains all right, title and interest in its pre-existing materials and intellectual property. Service Provider grants Client a non-exclusive, worldwide, royalty-free license to use pre-existing Service Provider materials to the extent incorporated in deliverables.

Work Product: Subject to timely payment of all fees, Service Provider assigns to Client all right, title and interest in and to the final campaign deliverables specifically created for Client under this Agreement, excluding Service Provider templates, methodologies, and other pre-existing materials identified in writing prior to creation.

Representations, Warranties & Indemnity

Each party represents that it has full power and authority to enter into this Agreement. Service Provider warrants that deliverables will not knowingly infringe third-party intellectual property rights. Each party shall indemnify the other for third-party claims arising from the indemnifying party's breach of this Agreement, except to the extent caused by the indemnified party's negligence or willful misconduct.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law provisions.

Entire Agreement; Amendments

This Agreement, including any attachments and referenced statements of work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, understandings, and agreements. Any amendment must be in writing and signed by authorized representatives of both parties.

Notices

All notices required under this Agreement shall be in writing and delivered to the addresses set forth in the Parties section or to such other address as a party may designate in writing. Notices are effective upon personal delivery, confirmed electronic delivery to the contact email, or three (3) days after deposit in certified mail.

Miscellaneous

Independent Contractor: Service Provider is an independent contractor and nothing in this Agreement creates an employment, joint venture, or agency relationship. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that a party may assign to an affiliate or in connection with a merger or sale of substantially all assets.

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