Marketing Exclusive Agency Agreement

MARKETING EXCLUSIVE AGENCY AGREEMENT

This Marketing Exclusive Agency Agreement (the "Agreement") is entered into as of , (the "Effective Date") by and between:

PARTIES

RECITALS & DEFINITIONS

The Brand engages the Agency to act as the exclusive marketing agency for the Campaign described below, and the Agency accepts such engagement under the terms and conditions set forth in this Agreement. Capitalized terms used in this Agreement have the meanings set forth herein.

CAMPAIGN DESCRIPTION & OBJECTIVES

DELIVERABLES & SCHEDULE

The Agency will produce and deliver the content items listed below in accordance with the specifications and deadlines. Each Deliverable must be in final form acceptable to the Brand pursuant to the approval process set forth in this Agreement.

COMPENSATION & PAYMENT

In consideration for the Deliverables and services, Brand will pay Agency the fees set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

Brand will reimburse pre-approved out-of-pocket expenses incurred by Agency in the performance of services. Agency must obtain written approval before incurring any single expense exceeding .

USAGE RIGHTS & LICENSE

Subject to full payment, Agency hereby grants Brand a license to use the final Deliverables on the channels and for the purposes set forth below. The specific grant, territory, exclusivity, duration and limitations are set forth in this section and control over any conflicting terms.

INTELLECTUAL PROPERTY & OWNERSHIP

Unless otherwise agreed in writing, Agency retains ownership of pre-existing materials and tools used to create Deliverables. Agency hereby assigns to Brand all right, title and interest in and to the final Deliverables as works made for hire to the extent permitted by law; to the extent any rights cannot be assigned as work made for hire, Agency assigns such rights to Brand upon payment in full.

Work Made for Hire:    Assignment of Rights:

FTC DISCLOSURE COMPLIANCE

Agency shall comply with all applicable advertising and endorsement disclosure laws and regulations. Agency will ensure that any paid or sponsored content prominently and clearly discloses the commercial relationship between Brand and Agency or any Creator engaged under this Agreement.

Agency represents and warrants that it will include clear disclosures on all Deliverables that require such disclosure. Certification of compliance: Agency certifies compliance.

EXCLUSIVITY

Brand hereby grants Agency exclusivity for the services described in this Agreement for the Term unless otherwise agreed in writing. Parties may limit exclusivity by channel, product category, or geography as set forth below.

Agency shall be the exclusive agency for:

TERMINATION & KILL FEE

Either party may terminate this Agreement for convenience upon prior written notice to the other party as set forth below. Termination for material breach may be immediate if the breaching party fails to cure within the remedy period.

CONFIDENTIALITY

REPRESENTATIONS, WARRANTIES & INDEMNIFICATION

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Agency represents that Deliverables will be original, non-infringing and compliant with applicable laws. Agency will indemnify, defend and hold Brand harmless from claims arising from Agency's breach of representations, infringement, or non-compliance with advertising laws, subject to limitations set forth below.

MISCELLANEOUS

Notices under this Agreement shall be sent to the addresses and contacts listed above. Additional notice contact for Brand:

Additional notice contact for Agency:

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

SIGNATURES

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