Marketing Law Proposal

MARKETING LAW PROPOSAL

Parties and Proposal Date

Brand / Client Name:

Agency / Creator Name:

Proposal Date:

Recitals and Campaign Overview

Campaign Name:

Target Audience:

Social media Display advertising Search Email Influencer/Creator

Campaign Term (Start):    Campaign Term (End):

Scope of Legal and Marketing Services

The Agency will provide the following services to assist with lawful campaign execution and risk mitigation. Services may include contract drafting and review, advertising copy review for regulatory compliance, influencer agreement negotiation, intellectual property clearance, privacy and data use review, and reactive compliance support.

Format:    Quantity:    Due Date:

Format:    Quantity:    Due Date:

Compensation & Expenses

Deposit Amount:    Deposit Due:

Reimbursable expenses will be billed at cost and require prior written approval when anticipated to exceed:

Usage Rights and Intellectual Property

Unless otherwise agreed in writing, Agency grants Brand a non-exclusive, transferable license to use Deliverables for the Campaign during the Territory and Term set forth below. The Agency warrants it has secured all necessary rights to grant such license.

FTC Disclosure Compliance

Both parties acknowledge that paid endorsements, sponsored content, and material connections must be disclosed in a manner that is clear, conspicuous, and compliant with applicable advertising and endorsements laws. The Agency will include necessary disclosures in all creative and will provide guidance to talent on placement and wording of such disclosures.

Agency certifies it will: comply with disclosure obligations for all influencer and paid content.

Brand certifies it will: cooperate and approve disclosure language as reasonably requested by Agency.

Exclusivity

Is this campaign exclusive with respect to competing products or categories? Yes No

Termination and Kill Fee

Either party may terminate this Proposal upon written notice to the other party. Termination for convenience requires advance notice as set forth below and payment of the kill fee where applicable.

Notice Period (days):    Kill Fee Amount:

If Brand terminates without cause prior to delivery of agreed milestones, Brand shall pay the Agency a pro rata portion of fees for work performed plus pre-approved third-party costs; if termination is for Agency's material breach, Brand's obligations shall be limited to fees earned through the termination date.

Warranties, Indemnification & Liability

Agency represents and warrants that it will perform services in a professional manner and that Deliverables will not knowingly infringe third-party intellectual property rights. Brand represents that provided materials and marks do not infringe third-party rights and that Brand will secure necessary permissions for third-party content.

Indemnification: Each party shall indemnify, defend and hold the other harmless from losses arising out of its respective breach of representations, willful misconduct, or negligence. The indemnified party will give prompt written notice of any claim and allow the indemnifying party sole control of the defense and settlement, provided that no settlement admitting liability or imposing obligations may be made without the indemnified party's consent.

Limitation of Liability: Except for each party's indemnification obligations and willful misconduct, neither party's liability for any claim shall exceed the total fees paid under this Proposal in the six (6) months preceding the claim.

Confidentiality

Each party shall keep confidential all non-public information received from the other and shall only use such information to perform under this Proposal. Confidential information does not include information that is public, independently developed, or required to be disclosed by law, provided the receiving party gives prompt notice to the disclosing party and cooperates in seeking confidential treatment.

Governing Law, Notices, and Miscellaneous

Governing Law: The parties agree that this Proposal will be governed by the laws of: without regard to conflict of laws principles.

Entire Agreement: This Proposal, when executed by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes prior proposals and understandings. Modifications must be in writing and signed by authorized representatives of both parties.

Acceptance

By signing below, the parties acknowledge and agree that they have read and understood the terms of this Marketing Law Proposal and authorize performance in accordance with these terms.

Sign Now