Marketing Large Decal Package

Marketing Large Decal Package

This Marketing Large Decal Package Agreement ("Agreement") is entered into as of Effective Date: by and between:

Parties

Campaign Summary

Deliverables — Large Decal Package

The Agency will produce the following deliverables in accordance with the schedule and specifications below. Each deliverable is subject to the acceptance procedure in Section Acceptance and shall conform to the technical and material specifications provided.

Delivery / Due Date:

Delivery / Due Date:

Acceptance and Revisions

Brand shall have a review period of calendar days from receipt of each deliverable to accept or reasonably request revisions. Agency will make up to rounds of reasonable revisions at no additional charge. Revisions outside the agreed scope will be billed at the Agency's standard hourly rate and require prior written approval.

Compensation and Payment

Total Fee for the Package: $

Invoices are payable within days of invoice date. Late payments accrue interest at or the maximum permitted by law, whichever is less.

Expenses

Out-of-pocket expenses (production, third-party fabrication, shipping) will be charged in addition to the Total Fee when pre-approved in writing by Brand. Estimated expenses:

IP Ownership and License

Pre-existing Intellectual Property: Each party retains ownership of its pre-existing intellectual property, including logos and brand marks.

Deliverables Ownership: Brand shall receive the following rights upon final payment: Assignment of all right, title and interest (work made for hire), Exclusive license, or Non-exclusive license.

If assignment is selected, Agency agrees to execute any additional documents reasonably required to effect assignment. Territory for use: . License duration: .

Representations, Warranties and Indemnity

Agency represents and warrants that deliverables will be original, will not infringe third-party rights, and will comply with applicable law. Agency indemnifies and holds Brand harmless from claims arising out of Agency's breach of these representations. Brand represents that it has the right to authorize use of any materials provided to Agency and indemnifies Agency for claims arising from Brand-provided content.

FTC Disclosure Compliance

Agency will ensure all paid or sponsored placements comply with federal advertising disclosure obligations and will include clear and conspicuous disclosures on applicable channels. Brand acknowledges that final disclosure language requires Brand approval prior to publication.

Brand confirms compliance obligations acknowledged: I acknowledge and will cooperate with Agency to ensure all disclosures are provided as required.

Exclusivity

Exclusivity: Brand requires that Agency (and its contractors) shall not provide substantially similar decal creative for direct competitors of Brand within the Territory for a period of from final delivery. Competitors defined as:

Term and Termination

Term: This Agreement commences on the Effective Date and continues until completion of deliverables and final payment unless earlier terminated as set forth below.

Termination for convenience: Either party may terminate upon days' written notice. Termination for cause: Immediate for material breach following a day cure period.

Kill Fee: If Brand terminates for convenience after production has commenced, Brand will pay a kill fee of $ to compensate Agency for non-recoverable costs and time invested.

Confidentiality

Each party shall maintain the confidentiality of the other party's proprietary information disclosed in connection with this Agreement and shall not use such information except to perform obligations under this Agreement. Confidential information does not include information that is public or lawfully obtained from a third party.

Limitation of Liability and Remedies

Except for breaches of confidentiality, willful misconduct, or indemnification obligations, neither party will be liable to the other for incidental, consequential, or punitive damages. Agency's aggregate liability for direct damages under this Agreement shall not exceed the total fees paid by Brand to Agency for the Package.

Notices

All notices under this Agreement shall be in writing and delivered to the contacts listed above or to alternative contacts designated in writing by either party. Notices will be deemed given when delivered by hand, email with confirmation, or three days after deposit with a nationally recognized courier.

Miscellaneous

Governing Law: This Agreement shall be governed by the laws of the state specified by Brand: without regard to conflict of laws principles.

Entire Agreement: This Agreement, together with any attachments or written schedules signed by both parties, constitutes the entire agreement between the parties regarding the subject matter and supersedes prior proposals and communications.

Signature and Authorized Representatives

By signing below, each party represents that the signatory is duly authorized to bind the party to the terms of this Agreement.

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