Marketing ECommerce Mastery Plan

MARKETING ECOMMERCE MASTERY PLAN

Parties and Effective Date

Brand/Client:

Agency/Creator:

Effective Date:

Recitals

This Marketing ECommerce Mastery Plan (the "Plan") sets forth the scope, deliverables, compensation, license and other material terms pursuant to which Agency will provide digital marketing, e-commerce optimization and content services to Brand in furtherance of the Brand's online sales objectives. The parties intend this Plan to constitute a binding contract upon execution by authorized representatives of both parties.

Campaign Overview

Deliverables & Creative Specifications

Deliverable 1

Deadline:

Deliverable 2

Deadline:

Deliverable 3

Deadline:

Approval, Revisions & Acceptance

Agency will deliver materials for Brand review. Brand agrees to provide approval or consolidated change requests within business days of receipt. Agency will accommodate up to rounds of revisions per deliverable at no additional fee; additional revisions will be billed at the hourly rate specified in this Plan.

Timeline & Milestones

Campaign Start:

Anticipated Campaign End:

Compensation & Payment Terms

Payment Milestone 1 Amount: Due:

Payment Milestone 2 Amount: Due:

All fees are exclusive of taxes. Brand is responsible for applicable taxes unless a valid exemption is provided. Late payments incur interest of per month and reasonable collection costs.

Expenses

Agency will pass through pre-approved third-party costs (ad spend, platform fees, production costs). Aggregate third-party expenses are capped at unless Brand expressly authorizes additional spend in writing.

Usage Rights, Territory & Duration

Agency hereby grants Brand a non-exclusive/perpetual license to use the final deliverables as defined herein unless the parties select assignment below. The license includes the right to reproduce, display, distribute and create derivative works for commercial purposes in the territory specified.

FTC Disclosure & Compliance

Agency and Brand each agree to comply with applicable advertising laws and guidelines requiring clear, conspicuous disclosure of material connections between Brand and Agency/Creator. Agency will include required disclosures in consumer-facing content in accordance with platform requirements and applicable law.

Exclusivity

Brand may request exclusivity for specified channels or product categories. If granted, exclusivity scope and duration will be set forth below. During an exclusivity period, Agency will not provide substantially similar services to direct competitors as defined herein.

Confidentiality & Data

Each party will maintain in confidence all non-public information disclosed by the other party and will only use such information to perform its obligations under this Plan. Data and analytics produced by Agency in connection with the campaign are Brand's confidential business information unless otherwise agreed in writing.

Termination, Cure, and Kill Fee

This Plan may be terminated by either party for convenience upon written notice to the other party; provided that Brand shall pay any unpaid fees for work performed and a kill fee where termination occurs after Agency has commenced production. Prior to termination for material breach, the non-breaching party shall provide written notice and a day cure period.

Intellectual Property; Ownership

Except as otherwise agreed, Agency retains ownership of pre-existing materials and tools (including templates and proprietary methodologies). Upon full payment, Brand receives the rights specified in this Plan to the final deliverables. If assignment is selected above, Agency will execute instruments necessary to effect assignment of copyright in the final deliverables.

Indemnification & Liability

Each party shall indemnify the other against third-party claims arising from its willful misconduct or material breach. Agency warrants deliverables will not knowingly infringe third-party IP. Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, each party's aggregate liability is limited to the total fees paid under this Plan.

Reporting & Analytics

Agency will provide performance reports at the frequency specified below and will make reasonable efforts to provide data exports and access to campaign analytics as authorized by Brand.

Warranties; Independent Contractor

Each party represents that it has authority to enter this Plan and will comply with applicable laws. Agency performs services as an independent contractor and is responsible for its taxes, benefits and insurance. Nothing in this Plan creates an employment relationship or joint venture.

Governing Law; Dispute Resolution

This Plan will be governed by the substantive laws of the state specified below, without regard to conflict of laws. Parties will attempt to resolve disputes in good faith and, if unresolved within 30 days, may pursue mediation or binding arbitration as agreed below.

Notices

Notices under this Plan shall be in writing and delivered to the addresses set forth herein or to other addresses provided in writing. Notice is effective upon receipt.

Miscellaneous

This Plan, including incorporated attachments and statements of work, constitutes the entire agreement between the parties with respect to its subject matter and supersedes prior negotiations. Amendments must be in writing and signed by authorized representatives of both parties.

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