Marketing IP Counsel Agreement

MARKETING IP COUNSEL AGREEMENT

This Marketing IP Counsel Agreement ("Agreement") is entered into as of between Client Name: (the "Client") and Counsel Name: (the "Counsel"). Client and Counsel are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Client is undertaking a marketing campaign known as to achieve the following primary objectives: ; and

WHEREAS, Client desires to retain Counsel to provide intellectual property, rights-clearance, and advertising compliance counsel in connection with the Campaign; and Counsel agrees to provide such services on the terms set forth in this Agreement.

SCOPE OF ENGAGEMENT

1. Services. Counsel shall provide legal services reasonably necessary in coordination with Client's marketing team, including without limitation: trademark clearance and clearance opinion letters; copyright clearance and licensing reviews; drafting and negotiating content license agreements, influencer agreements, work-for-hire provisions, model and location releases; FTC and advertising disclosure compliance advice; risk assessments for creative concepts; and cease-and-desist and enforcement strategy for IP claims (collectively, the "Services").

2. Deliverables. Counsel will provide deliverables as described below. Each deliverable shall include the description, format, quantity, and delivery deadline.

COMPENSATION & EXPENSES

Client shall pay Counsel as follows. Fees shall be billed in U.S. dollars and are exclusive of taxes and reimbursable expenses.

Expenses reasonably incurred by Counsel in the performance of Services (including filing fees, courier, travel, and third-party clearance fees) shall be reimbursed by Client upon submission of reasonably detailed invoices.

USAGE RIGHTS & OWNERSHIP

1. Work Product. Subject to Counsel's pre-existing rights, all final documents, opinions, deliverables and written work product specifically prepared for Client under this Agreement shall be deemed "Work Product" and are assigned to Client upon full payment, unless otherwise expressly agreed in writing.

2. Pre-Existing Materials. Counsel shall retain ownership of Counsel’s pre-existing know-how, templates, models, and legal research tools. Counsel grants Client a non-exclusive, non-transferable license to use such pre-existing materials solely as incorporated into the Work Product for the Campaign.

FTC DISCLOSURE COMPLIANCE

Counsel will advise Client on applicable advertising disclosure obligations and appropriate disclosure language for sponsored or native content. Client is responsible for implementing disclosures in the final creative, media placements, and influencer posts in accordance with counsel's advice.

EXCLUSIVITY

Counsel shall not represent a direct competitor of Client on substantially similar Campaign matters during the Term without Client's prior written consent, except as necessary to avoid conflicts in unrelated matters.

TERMINATION

Either Party may terminate this Agreement for convenience upon written notice to the other Party. Termination for cause may be effected with immediate written notice for material breach that is not cured within the notice period below.

CONFIDENTIALITY

Each Party agrees to maintain the confidentiality of Confidential Information disclosed by the other Party and to use such Confidential Information solely to perform this Agreement. Confidential Information does not include information that is or becomes public through no breach of this Agreement, or that is rightfully received from a third party without restriction.

REPRESENTATIONS, WARRANTIES & INDEMNIFICATION

Client represents that it has the authority to engage Counsel and to grant necessary rights for the Campaign. Counsel represents it is duly licensed and qualified to provide legal services. Each Party shall indemnify and hold harmless the other for claims arising from its willful misconduct or material breach of this Agreement. Counsel's indemnity excludes indemnification for Client's content or campaign execution that departs from Counsel's clear written advice.

INSURANCE

Counsel shall maintain professional liability insurance in commercially reasonable amounts and provide proof of insurance upon request. Maintaining insurance does not limit any obligations under this Agreement.

GOVERNING LAW & DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the State of , without regard to conflict of laws. The Parties will first attempt to resolve disputes by negotiation and, if unresolved, by binding arbitration administered in the governing state unless the Parties agree otherwise in writing.

NOTICES

All notices under this Agreement must be in writing and delivered to the addresses specified below or other addresses designated in writing by a Party.

MISCELLANEOUS

Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that Client may assign to a successor in connection with a sale of substantially all of its assets. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior agreements and understandings.

Survival: Provisions concerning payment, confidentiality, indemnification, ownership and limitations of liability shall survive termination or expiration of this Agreement.

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