Marketing Leadmachine Program

MARKETING LEADMACHINE PROGRAM

Parties and Effective Date

This Marketing Leadmachine Program Agreement ("Agreement") is entered into by and between:

Effective Date:

Recitals

Whereas Brand seeks to generate qualified leads and customer acquisition through a coordinated marketing program (the "Program"); and Whereas Agency has experience and capacity to create, publish and optimize marketing assets and lead-generation funnels; the parties agree to the terms below.

Program Description and Objectives

Social media (paid & organic)    Search engine marketing    Email marketing    Display / Programmatic    Landing pages / Funnels

Deliverables and Schedule

Agency will deliver the items listed below according to the schedule and acceptance criteria. Time is of the essence with respect to specified deadlines.

Compensation and Expenses

In consideration for Agency's services, Brand will pay Agency as follows. All fees are stated in U.S. dollars and are exclusive of taxes unless otherwise noted.

Usage Rights and License

Subject to full payment of all amounts due, Agency hereby grants Brand a non-exclusive, transferable (if paid for), worldwide license to use the final Deliverables for the purposes described in this Agreement for the Term specified below, except as modified by this Section.

Agency retains ownership of pre-existing materials and methodologies. Any modifications to third-party materials are subject to third-party license terms and Brand's payment of applicable fees.

FTC Disclosure Compliance

Agency acknowledges and will comply with all applicable advertising and endorsement disclosure obligations. Agency will include clear and conspicuous disclosures where content is sponsored or influenced by Brand.

Agency affirms that all sponsored content will include required disclosures and that it will provide disclosure language to Brand for approval prior to publication.

Exclusivity

Agency will be exclusive to Brand for the product category defined below during the Term.
No exclusivity; Agency retains the right to work with other clients.

Termination and Kill Fee

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date.

If Brand terminates for convenience before Agency completes accepted Deliverables, Brand will pay Agency a kill fee equal to the sum of (a) all unpaid fees for work performed to date based on the agreed payment schedule, plus (b) reasonable third-party expenditures incurred and not otherwise recoverable. The parties agree that kill fee amounts shall be invoiced and due in accordance with invoicing terms.

Intellectual Property and Ownership

Unless otherwise agreed in writing, Agency assigns to Brand all right, title and interest in the final Deliverables created specifically for Brand upon full payment. Agency retains ownership of its proprietary tools, templates, and pre-existing materials, and grants Brand a license to use such materials only insofar as incorporated into the Deliverables.

Confidentiality

Each party will keep confidential any non-public information disclosed by the other party that is designated as confidential or that a reasonable person would understand to be confidential. Confidential information will not be disclosed except to employees or contractors with a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

Warranties, Indemnification, and Liability

Agency represents that Deliverables will be original and will not knowingly infringe third-party intellectual property rights. Brand represents that content and materials it supplies do not infringe third-party rights.

Each party shall indemnify and hold harmless the other from third-party claims arising from the indemnifying party's breach of this Agreement or its gross negligence. Except for willful misconduct or indemnification obligations, neither party's aggregate liability for direct damages shall exceed the amount paid by Brand to Agency under this Agreement during the preceding six months.

Governing Law and Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the Program, supersedes prior discussions, and may be amended only by a written instrument executed by both parties. Notices shall be delivered to the addresses set forth above.

Acceptance and Change Orders

Deliverables are subject to Brand acceptance testing per mutually agreed acceptance criteria. Changes beyond the scope of this Agreement will be documented in a written change order and, if applicable, result in fee and schedule adjustments.

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