Marketing Kettle Campaign

MARKETING KETTLE CAMPAIGN AGREEMENT

Parties and Recitals

This Marketing Kettle Campaign Agreement (the Agreement) is entered into by and between:

Client Name:

Client Address:

Agency Name:

Agency Address:

WHEREAS, Client wishes to engage Agency to develop, manage and execute a Marketing Kettle Campaign described herein; and

WHEREAS, Agency represents that it has the professional capability, personnel and systems necessary to perform the services and deliverables specified in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the Campaign in a written agreement.

Scope of Work

Agency shall perform the services and deliverables for the Marketing Kettle Campaign as described below. The scope includes strategy, creative development, media placement, list management, kettle activation, measurement and reporting, and campaign optimization.

Timeline and Milestones

Campaign Start Date:    Campaign End Date:

Payment Terms

Total Campaign Fee: $

Invoices are due within days of receipt. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law, calculated from the invoice due date until paid in full. Client shall also be responsible for reasonable collection costs, including attorneys' fees.

Term and Termination

Term: This Agreement shall commence on the Campaign Start Date set forth above and continue until the Campaign End Date unless earlier terminated in accordance with this Agreement.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

Termination for Convenience: Either party may terminate this Agreement for convenience upon days' prior written notice. In the event of termination, Client shall pay Agency for all Services performed and reimbursable expenses incurred through the effective date of termination and for any non-cancellable third-party commitments.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party to the other, whether orally, visually, or in writing, that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including campaign data, customer lists, pricing, strategy and creative materials.

Obligations: The receiving party shall (i) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but not less than a reasonable degree of care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to personnel, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

Exclusions: Confidential Information does not include information that is (a) publicly available through no breach of this Agreement; (b) rightfully received from a third party without restriction; (c) independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) required to be disclosed by law, provided the receiving party gives prompt notice and cooperates in any lawful effort to limit such disclosure.

Duration: The confidentiality obligations shall survive termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets where protection shall continue as long as such information qualifies as a trade secret under applicable law.

Intellectual Property and Use Rights

Ownership: Unless otherwise agreed in writing, Agency retains ownership of pre-existing materials, templates, methodologies and tools used in performing the Services. Client will own deliverables specifically created for the Campaign and paid in full, excluding Agency's pre-existing proprietary works and third-party materials.

License: Agency grants Client a non-exclusive, perpetual, worldwide license to use deliverables for the Client's business purposes, subject to full payment and any third-party license restrictions. Client grants Agency a non-exclusive license to display campaign materials in Agency portfolios and case studies unless Client provides written objection.

Representations, Warranties and Indemnity

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Agency warrants that deliverables will conform materially to the specifications set forth in the Scope of Work. Each party shall indemnify, defend and hold harmless the other from third-party claims arising from its gross negligence or willful misconduct or breach of a material provision of this Agreement.

Limitation of Liability

Except for each party's indemnification obligations, liability for either party arising out of this Agreement is limited to direct damages not to exceed the total fees paid by Client to Agency under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for consequential, incidental, special or punitive damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

Entire Agreement

This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications, whether written or oral. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party designates by notice. Notice is effective upon personal delivery, confirmed electronic delivery, or three (3) days after deposit with the U.S. Postal Service, first-class mail, postage prepaid.

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