Marketing HTHQs Template

MARKETING HTHQs TEMPLATE

Parties

Recitals

This Marketing Services Agreement (the Agreement) is entered into by Brand / Client and Agency / Creator for the provision of marketing services described herein. Client Name: and Agency Name: acknowledge that the parties desire to define deliverables, compensation, license rights and other material terms.

Campaign Description

Deliverables

The Agency will deliver the content items described below in accordance with the specifications, quantities and deadlines set forth. Unless otherwise agreed in writing, deliverables shall conform to brand guidelines and meet reasonable industry standards of quality.

Compensation & Payment Terms

In consideration for the services and deliverables, Client shall pay Agency as set forth below. Unless otherwise specified, all fees are exclusive of applicable taxes and third-party media costs.

Late payments shall incur interest at the lesser of 1.5% per month or the maximum permitted by law. Agency may suspend work for undisputed overdue amounts after providing five (5) business days' notice.

Expenses & Third-Party Costs

Client shall reimburse pre-approved out-of-pocket expenses and any third-party media placements. Agency will obtain written approval for any single expense in excess of prior to incurring the charge.

Usage Rights & License Grant

Upon full payment, Agency grants Client a non-exclusive / exclusive (select below) license to use the final deliverables for the Territory and Duration specified below, subject to the limitations and retained rights set forth in this Agreement.

FTC Disclosure Compliance

The parties acknowledge that sponsored content and endorsements will be disclosed in a clear and conspicuous manner in compliance with applicable advertising disclosure standards. Agency will include disclosures on all paid content and will comply with platform-specific disclosure requirements.

Exclusivity

During the Term, Agency shall not perform substantially similar services for direct competitors of Client if the parties have selected exclusivity below. If exclusivity is elected, Client will pay the agreed-upon exclusivity fee set forth below.

Termination & Kill Fee

Either party may terminate this Agreement for convenience upon providing written notice to the other party as set forth below. Upon termination for convenience by Client prior to completion of deliverables, Client shall pay a kill fee as described below to compensate Agency for work performed and reasonable costs incurred.

Intellectual Property Ownership

Ownership of intellectual property shall be allocated as follows. Pre-existing materials and Agency's tools, methodologies and trade dress remain the sole property of the originating party. Client will own the final deliverables upon full payment except where Agency has expressly reserved rights below.

Confidentiality

Each party shall protect the other party's Confidential Information and shall not use or disclose such information except as necessary to perform under this Agreement. Confidential Information excludes information that becomes publicly available without breach of this Agreement, is independently developed, or is lawfully received from a third party.

Representations, Warranties & Indemnification

Each party represents and warrants that it has authority to enter into this Agreement and that its performance will not infringe third-party rights. Each party shall indemnify the other against third-party claims arising from breach of warranties, misuse of deliverables, or willful misconduct, subject to the limitations below.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable for consequential, incidental or punitive damages. Each party's aggregate liability shall not exceed the total fees paid under this Agreement in the twelve (12) months preceding the claim.

Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of the state specified below without regard to conflict of law principles. The parties shall attempt to resolve disputes through good-faith negotiation prior to instituting litigation.

Notices

All notices required or permitted under this Agreement must be in writing and delivered to the addresses listed below or to such other address as a party may designate in writing.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter. Amendments must be in writing and signed by authorized representatives. Neither party may assign this Agreement without the other party's prior written consent, except to a successor in interest in connection with a merger or sale of substantially all assets.

Execution

The parties have executed this Agreement as of the dates indicated below. Authorized signatories warrant that they have the authority to bind the respective party to this Agreement.

Sign Now