Marketing Enterprise Security Agreement

Marketing Enterprise Security Agreement

This Marketing Enterprise Security Agreement (Agreement) is entered into as of by and between:

Parties

Client Name:

LLC    Corporation    Partnership    Individual    Other

Agency/Service Provider Name:

LLC    Corporation    Individual    Other

Recitals

WHEREAS, Client engages Agency to perform marketing, advertising, content creation and related services (Services) for the campaign described below; and

WHEREAS, the parties require a binding statement of the security practices, data handling, access controls, notification obligations and audit rights applicable to the Services when conducted against Client enterprise systems or involving Client Confidential Information or Personal Data.

Definitions

For purposes of this Agreement, the following terms have the meanings set forth below. "Confidential Information" means non-public information disclosed by either party that is designated confidential or that reasonably should be understood to be confidential. "Personal Data" means any information relating to an identified or identifiable natural person processed by Agency in the course of providing Services. "Security Incident" means any unauthorized access, use, disclosure, modification or destruction of Client data or disruption of Agency systems that materially affects Client data or Services.

Campaign and Services

Deliverables & Timeline

Compensation & Payment

Security Requirements

Agency shall implement and maintain administrative, technical and physical safeguards appropriate to the nature of the Services and the sensitivity of Client data, including but not limited to:

1. Access control and least-privilege for personnel and systems with access to enterprise systems and Confidential Information;
2. Encryption of data at rest and in transit consistent with industry-standard algorithms and key lengths; Agency to specify encryption standard:
3. Centralized logging, monitoring and retention sufficient to investigate Security Incidents;
4. Vulnerability management, periodic scanning and timely remediation;
5. Secure development and deployment practices for any custom content or code;
6. Background screening, role-based access termination and minimal personnel access to Personal Data.

Data Handling & Privacy

Data retention period:

Cross-border transfers: Permitted with safeguards

Incident Response & Notification

Agency shall notify Client of any Security Incident that materially affects Client data within of discovery and shall provide regular updates until resolution.

Subprocessors & Audit Rights

Client audit rights: Agency agrees to reasonable audits by Client or its representative with prior written notice.

Intellectual Property & License

Unless otherwise agreed in writing, Client retains ownership of Client Materials provided to Agency. Agency grants Client a perpetual, worldwide, royalty-free license to marketing deliverables as follows:

License Type: Exclusive    Non-exclusive

Territory:    Duration:

FTC Disclosure Compliance

Agency will ensure that all paid influencer, sponsored or native content complies with applicable federal and state marketing disclosure requirements and will include clear and conspicuous disclosures of material connections in content delivered under this Agreement.

Acknowledgement of compliance obligations: Agency acknowledges and will comply.

Exclusivity

Is Client granting exclusivity for the campaign? Yes

Term, Termination & Cure

Term length:

Termination for convenience requires days' prior written notice. Termination for material breach requires written notice and a cure period of days.

Confidentiality

Each party shall maintain the confidentiality of the other's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Confidential Information may only be used to perform obligations under this Agreement and may not be disclosed except to employees, contractors or subprocessors on a need-to-know basis subject to confidentiality obligations at least as protective as this Agreement.

Indemnification & Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party from third-party claims arising from its gross negligence, willful misconduct or breach of confidentiality or data protection obligations. Except for indemnification obligations arising from third-party claims and breaches of confidentiality, liability for direct damages shall be capped at the total fees paid by Client to Agency under this Agreement in the 12 months preceding the claim. Neither party shall be liable for consequential, punitive or special damages except in cases of willful misconduct or gross negligence.

Insurance

Agency shall maintain insurance coverages appropriate for marketing services, including cyber/privacy liability and commercial general liability. Minimum coverages and policy details:

Compliance with Law

Each party shall comply with applicable laws, regulations and industry codes in performing under this Agreement, including those governing advertising, consumer protection, data protection and privacy.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes prior proposals and agreements. Amendments must be in writing and signed by authorized representatives of both parties. If any provision is held unenforceable, the remainder shall remain in effect.

Governing law and jurisdiction:

Sign Now