Marketing Heating Campaign

MARKETING HEATING CAMPAIGN AGREEMENT

This Marketing Heating Campaign Agreement (the "Agreement") is entered into as of by and between Client Name: , Client Address: , and Agency Name: , Agency Address: .

WHEREAS

WHEREAS, Client operates in a business that requires seasonal promotion of heating-related products and services and desires to engage Agency to plan, execute and manage a targeted Marketing Heating Campaign for the upcoming heating season; and

WHEREAS, Agency represents that it has the expertise, personnel and resources to deliver digital, print and field marketing services including creative development, media placement, lead generation and campaign analytics (collectively, the "Services"); and

WHEREAS, the parties desire to set forth the terms and conditions under which Agency will provide the Services and Client will pay for the Services.

SCOPE OF WORK

Agency will provide the Services described below. The scope includes deliverables, performance metrics and acceptance criteria. Additional services or material changes will require a written change order signed by both parties.

PAYMENT TERMS

Client shall pay Agency the total fees and expenses set forth below in consideration for the Services. All sums are payable in U.S. dollars unless otherwise agreed in writing. Unless otherwise stated, expenses reasonably incurred by Agency in performing the Services (media buys, third-party production, travel) will be billed in addition to fees and are due pursuant to the schedule below.

Any undisputed late payment shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. In addition, a late fee of % per month may be applied to overdue amounts after a grace period of days.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective date of termination. Either party may terminate immediately for material breach by the other party if such breach remains uncured for thirty (30) days after written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"), nor use such Confidential Information except as necessary to perform its obligations under this Agreement. "Confidential Information" includes pricing, campaign strategy, customer lists, creative concepts, analytics and other non-public business information, but does not include information that (a) is or becomes publicly known through no breach by the Receiving Party, (b) is rightfully received from a third party without restriction, or (c) is independently developed without use of the Disclosing Party's Confidential Information.

Upon termination or written request, the Receiving Party shall promptly return or destroy Confidential Information and certify in writing that such disposition has occurred, except to the extent retention is required by law, in which case the information will remain subject to this confidentiality obligation.

By checking the box, the signer acknowledges receipt of and agreement to the Confidentiality obligations described above.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Client shall own final deliverables specifically commissioned and paid for in full under this Agreement. Agency retains ownership of pre-existing materials, methodologies, templates and trade secrets. Agency grants Client a perpetual, non-exclusive license to use Agency's pre-existing materials incorporated into the deliverables solely for Client's internal marketing and commercial use related to the Campaign. Any third-party materials used by Agency are subject to the applicable third-party license terms, and Client agrees to comply with those terms.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws rules. The parties agree that any dispute arising under this Agreement shall be resolved in courts located in the chosen jurisdiction unless the parties agree in writing to alternative dispute resolution.

ENTIRE AGREEMENT

This Agreement, together with any statements of work or change orders expressly incorporated in writing, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or modification shall be effective unless in a writing signed by both parties.

NOTICES

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Agency represents that the Services will be performed in a professional and workmanlike manner in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

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