Marketing E-Newsletter

MARKETING E-NEWSLETTER AGREEMENT

Parties

This Marketing E-Newsletter Agreement is entered into between Brand/Client: , Address:

And Agency/Creator: , Address:

Recitals

Whereas Brand engages Agency to produce and distribute recurring electronic newsletters (E-Newsletters) for promotion, customer engagement and analytics in accordance with the terms herein; and whereas Agency represents that it has the personnel, systems and expertise to produce, distribute and report on such E-Newsletters.

Campaign Summary

Email   Social   Website   Partner Lists  

Deliverables & Schedule

Number of newsletter issues:   Frequency:

Template delivered by Agency:   Approval turnaround time:   Revision rounds included:

Compensation & Billing

Fee structure:

Reimbursable third-party costs (if any):

Usage Rights & Intellectual Property

Ownership of pre-existing materials: Each party retains ownership of its pre-existing intellectual property. Agency warrants that any third-party assets used are licensed for the permitted uses herein.

License grant to Brand: Agency hereby grants Brand a non-exclusive, worldwide license to use deliverables for the Brand's marketing and promotional purposes for a period of . Agency retains the right to portfolio use unless otherwise restricted below.

Brand obtains assignment of final deliverables (exclusive ownership)   Brand receives license only (non-exclusive)

Compliance & Disclosures

Both parties shall comply with all applicable anti-spam, electronic marketing, privacy and consumer protection laws and regulations. Content must include required opt-out mechanisms and truthful representations. Brand shall provide any required legal disclosures, product claims and mandatory endorsements in writing prior to distribution.

Agency certification of compliance: Agency certifies that distribution practices described in this Agreement will include required unsubcribe and disclosure mechanisms.

Exclusivity

Exclusivity: Exclusive engagement for the product/category described below for the term indicated; Non-exclusive.

Termination & Kill Fee

Either party may terminate for convenience upon days' prior written notice. Termination for cause is permitted for material breach if such breach is not cured within a commercially reasonable cure period following written notice.

Kill fee (if terminated by Brand without cause prior to completion): . Any prepaid fees for delivered work shall be accounted for and refunded where applicable.

Data Handling & Privacy

Mailing lists and personal data supplied by Brand remain Brand's data. Agency will process such data strictly per Brand instructions, implement reasonable technical and organizational security measures, and not sell or otherwise transfer recipient data to third parties except as necessary to perform duties under this Agreement. Agency will assist Brand in responding to data subject requests to the extent applicable.

Representations, Warranties & Indemnity

Each party represents and warrants that it has full right and authority to enter into this Agreement and that performance will not violate third-party rights. Brand warrants that it has the right to authorize use of any customer data and product claims. Agency warrants that deliverables will not infringe third-party intellectual property rights.

Indemnification: Each party will indemnify, defend and hold harmless the other from claims arising out of breaches of the indemnifying party's representations and warranties, negligent acts, or willful misconduct.

Reporting & Metrics

Agency will provide performance reporting for each issue including deliverability, open rate, click-through rate, unsubscribes and conversions. Reporting frequency: .

Approval & Change Requests

Brand will provide written approval or requested changes within the approval turnaround time set above. Requests for scope changes or additional deliverables will be treated as change orders and billed at Agency's then-current rates unless otherwise agreed in writing.

Governing Law & Miscellaneous

This Agreement will be governed by the law selected by the parties. Governing law: . Any dispute shall be resolved by the dispute resolution method agreed by the parties and limited to the remedies available under this Agreement.

Signatures

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