Marketing Digital Twin Agreement

Marketing Digital Twin Agreement

Parties and Effective Date

This Marketing Digital Twin Agreement (the Agreement) is entered into by and between:

Effective Date:

Recitals and Definitions

Whereas Brand wishes to develop and deploy one or more digital twin assets for marketing and commercial promotion, and Agency has expertise in creating, training, and delivering digital twin assets (including likeness replication, synthetic media, and related metadata); the parties agree as follows.

Campaign Description and Objectives

Deliverables and Schedule

Agency will produce the deliverables identified below in accordance with the delivery dates and technical specifications. Each deliverable shall include accompanying metadata, usage tags, and a statement of training data provenance when applicable.

Compensation and Payment

Usage Rights, License and Territory

Agency hereby grants Brand a non-exclusive / exclusive license as indicated below to use the delivered digital twin assets solely for the Permitted Uses set forth in this Agreement. Unless otherwise agreed in writing, Agency retains all underlying source models, training data (subject to representations below), and toolchain code.

FTC Disclosure and Advertising Compliance

The parties acknowledge that digital twin content used for endorsements or paid promotion must be clearly and conspicuously disclosed as advertising in accordance with applicable consumer protection standards. Agency will include disclosures in each deliverable where required by law or accepted industry practice.

Exclusivity

If Exclusive is selected above, Agency agrees not to create substantially similar digital twin assets for direct competitors of Brand for the duration specified below unless Brand provides prior written consent.

Representations, Releases and Rights

Brand represents and warrants that it holds, or will obtain prior to Agency's use, all rights, releases, and consents necessary for Agency to lawfully collect, process, and use any personal likeness, voice, biometric data, or proprietary data provided to Agency for the creation of digital twins. Brand shall provide copies of material releases upon request.

Intellectual Property Ownership

Ownership of the final deliverables and associated usage rights shall be as follows unless modified in writing in this Agreement.

Unless otherwise agreed, Agency retains ownership of pre-existing tools, raw model weights, and training data. Brand shall receive copies of final deliverables in agreed formats upon payment in full.

Confidentiality and Data Security

Each party will protect Confidential Information of the other party with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information includes training datasets, unreleased creative assets, technical specifications, and personal data used for the digital twin.

Indemnification and Liability

Each party shall indemnify, defend and hold harmless the other from third-party claims arising from its breach of representations, authorized use of third-party materials, or unauthorized use of personal likenesses. Neither party shall be liable for incidental or consequential damages beyond direct damages capped at the total fees paid under this Agreement, except for willful misconduct or gross negligence.

Termination

This Agreement may be terminated (i) by mutual written agreement; (ii) by either party upon material breach if the breach is not cured within the notice period specified below; or (iii) by Brand for convenience with payment of the agreed kill fee.

Governing Law and Dispute Resolution

Miscellaneous

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, agreements and communications. Any amendment must be in writing and signed by authorized representatives of both parties.

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