Marketing Loyalty Program Template

MARKETING LOYALTY PROGRAM AGREEMENT

Parties and Contact Information

This Agreement is entered into by and between:

Recitals

Brand wishes to implement a customer loyalty program to increase retention and lifetime value. Provider has expertise and resources to design, implement, operate, and report on a loyalty program as set forth in this Agreement. The parties agree as follows.

Program Overview

Program Term: Commencing on and ending on unless earlier terminated in accordance with this Agreement.

Email    Mobile App    Point of Sale    Social Media    Paid Media    Other:

Deliverables and Schedule

Provider shall deliver the items set forth below in accordance with the delivery dates. Deliverables shall be subject to Brand approval, which shall not be unreasonably withheld.

Rewards, Earning, and Redemption Rules

Reward Expiration Period: . Provider shall notify Brand in writing at least days prior to expiration of any rewards that will be removed.

Compensation and Payment Terms

If Brand terminates without Cause within the Term, Brand shall pay Provider a kill fee equal to of the remaining scheduled fees, subject to mitigation.

Taxes: . Provider will invoice Brand for amounts due and Brand shall pay within days of invoice.

Usage Rights and Intellectual Property

Brand retains all right, title and interest in its trademarks, trade names and logos. Provider retains all right, title and interest in its underlying platform, software, and pre-existing materials ("Provider Technology"). Subject to full payment, Provider assigns to Brand all custom program assets created exclusively for Brand during the Term, excluding Provider Technology, which is licensed.

Regulatory Compliance and FTC Disclosure

The parties shall comply with applicable advertising, consumer protection, and privacy laws. All promotional content, including paid endorsements or influencer activity performed in connection with the Program, must be clearly and conspicuously disclosed in accordance with applicable disclosure standards.

Responsibility for disclosure compliance: Brand    Provider    Joint Responsibility

Exclusivity

Exclusivity: Provider will be exclusive for the following categories/territories:    No exclusivity; Provider may perform similar services for other clients.

Confidentiality and Data

Data Sharing with Third Parties: Yes    No    If yes, list categories and purposes:

Reporting, Audit, and Metrics

Provider shall deliver reports on program performance. Reporting frequency: . Report contents: metrics, membership growth, redemption rates, and fraud incidents.

Audit Rights: Brand may audit Provider's program records upon days' written notice, limited to months of activity. Audit costs shall be borne by Brand unless material non-compliance is discovered.

Term, Termination and Effects of Termination

Term: This Agreement commences on the Program Start Date and continues for the Program Term unless earlier terminated for Cause or convenience as set forth herein.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure within days after receipt of written notice.

Termination for Convenience: Brand may terminate for convenience upon days' written notice to Provider, subject to applicable kill fees.

Representations, Warranties, Indemnity and Liability

Each party represents and warrants that it has the authority to enter this Agreement. Provider warrants that services will be performed in a professional manner consistent with industry standards. Brand warrants that it has rights to allow use of its marks and data.

Provider shall maintain insurance with minimum limits: and name Brand as an additional insured when required by Brand.

Assignment, Amendment, Governing Law and Notices

Assignment: Neither party may assign this Agreement without the other party's prior written consent, except to an affiliate or in connection with a sale of substantially all assets.

Amendment: This Agreement may be amended only by a written instrument executed by both parties.

Governing Law and Dispute Resolution: This Agreement shall be governed by the laws of without regard to conflict of law principles. Parties agree to good faith negotiation and, if unresolved, binding arbitration in the agreed jurisdiction unless otherwise required.

Notices shall be delivered to the contact addresses set forth above by certified mail, courier, or email with confirmation to the designated primary contacts.

Miscellaneous Provisions

This Agreement constitutes the entire agreement between the parties with respect to the Program and supersedes all prior agreements and understandings.

Sign Now