Marketing Leadmachine System

MARKETING LEADMACHINE SYSTEM

This Marketing Leadmachine System Agreement (the Agreement) is entered into effective as of by and between:

Brand/Client:

Agency/Creator:

RECITALS

A. Agency provides marketing systems, creative content, lead-generation funnels and campaign management services commonly referred to as a "Leadmachine System." Brand desires Agency to design, implement and operate a Leadmachine System for Brand in accordance with the terms of this Agreement.

B. The parties agree that the Leadmachine System will be implemented as a campaign with defined objectives, deliverables, reporting and compensation as set forth below.

DEFINITIONS

"Deliverables" means all creative assets, landing pages, ad creative, email sequences, tracking implementations and reports produced by Agency for Brand under this Agreement. "Leads" means contact records captured through the Leadmachine System as specified in Section Reporting & Data Ownership. Other capitalized terms have meanings set forth in the text below.

CAMPAIGN SPECIFICATION

Social media    Email    Paid search    Display ads    Landing page / Funnel

Other channels:

Campaign Start Date:

Campaign End Date (if applicable):

DELIVERABLES & TIMELINES

The following Deliverables will be provided by Agency to Brand in accordance with the deadlines below:

Format/Quantity:    Deadline:

Format/Quantity:    Deadline:

Additional deliverables as agreed in writing shall be appended to this Agreement and are subject to the Compensation provisions below.

COMPENSATION & PAYMENT

Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Agency may suspend delivery of services for overdue amounts after providing seven (7) days' written notice.

USAGE RIGHTS & INTELLECTUAL PROPERTY

Agency grants Brand a non-exclusive, worldwide license to use the Deliverables for Brand's marketing and internal business purposes for the period specified below, subject to full payment of fees. Except as expressly transferred in writing, Agency retains ownership of pre-existing materials, templates and systems used to create the Deliverables.

Unless otherwise agreed, Brand shall own Leads captured by the Leadmachine System, and Agency shall retain anonymized performance data and system analytics for ongoing optimization. If parties agree otherwise, ownership terms must be recorded in writing.

Brand owns captured Leads    Agency retains anonymized performance data

FTC DISCLOSURE & COMPLIANCE

Where Deliverables involve endorsements, paid partnerships, influencer posts or sponsored content, the parties shall comply with applicable endorsement and advertising disclosure laws and regulations. Agency will provide guidance and templates to assist compliance; Brand is responsible for final verification of disclosures on all channels.

The undersigned parties acknowledge and agree to comply with applicable disclosure obligations and to cooperate in preparing compliant disclosures for each Deliverable.

EXCLUSIVITY

The parties agree that:

Campaign will be exclusive for the specified verticals/territories during the Term    Campaign will be non-exclusive

TERMINATION & KILL FEE

Either party may terminate this Agreement upon written notice to the other party subject to the notice period and fees below. Termination does not relieve Brand of payment obligations for services rendered and reasonable wind-down costs.

REPORTING, METRICS & ACCESS

Agency will provide access to analytics and campaign dashboards to Brand. Brand and Agency agree that data sharing will be limited to the minimum necessary for campaign operation, reporting and optimization.

CONFIDENTIALITY & DATA PROTECTION

Each party shall treat the other party's confidential information with the same degree of care it uses to protect its own confidential information, at least reasonable care, and shall not disclose such information except as required for performance under this Agreement or by law.

WARRANTIES, INDEMNIFICATION & LIMITATION OF LIABILITY

Each party represents that it has full power and authority to enter into this Agreement. Agency warrants that it will perform services in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND NO ADDITIONAL WARRANTIES ARE MADE.

Each party shall indemnify and hold the other harmless from third party claims arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct. Neither party's aggregate liability shall exceed the sum of fees paid under this Agreement in the twelve (12) months prior to the event giving rise to liability, except for claims arising from a party's gross negligence, willful misconduct or breach of confidentiality obligations.

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, negotiations and communications. Amendments must be in writing and signed by authorized representatives of both parties.

AUTHORIZED REPRESENTATIONS

Each signatory below represents and warrants that they are an authorized representative of the party they sign for and have the requisite authority to bind that party to this Agreement.

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