Marketing Management Proposal

MARKETING MANAGEMENT PROPOSAL

Parties and Effective Date

Client Name:   Agency Name:

Client Contact:   Email:

Agency Contact:   Email:

Effective Date:

Engagement Scope and Campaign Overview

Campaign Name:

Target Audience:

Social media    Paid media (PPC, display)    Email marketing    Influencer marketing    Events & experiential    Other:

Deliverables, Schedule & Acceptance

Deliverable 1

Format:   Quantity:   Due Date:

Deliverable 2

Format:   Quantity:   Due Date:

Number of included revision rounds per deliverable:   Revision turn-around:

Compensation, Expenses & Payment Terms

Total Fee Due for Services: $

Deposit Amount: $ due on or before

Expense Reimbursement: Agency will obtain written approval for third-party expenses exceeding $. Expense cap: $

Late Payment: Past due amounts accrue interest at and Client is responsible for collection costs.

Usage Rights, License & Intellectual Property

License Grant: Agency grants Client a non-exclusive    exclusive    license to use final deliverables for the purposes described in this proposal within the Territory: for a duration of .

Ownership of Final Deliverables: Upon full payment of all amounts owed to Agency, ownership of original deliverables created specifically under this Agreement will be assigned to Client or licensed to Client as described above (select one). Third-party materials remain subject to their original licenses.

FTC Disclosure Compliance

The parties acknowledge obligations under applicable advertising and endorsement standards. Agency will ensure clear and conspicuous disclosure of material connections in any promotional content (including but not limited to hashtags, on-screen text, or verbal disclosure). Client must notify Agency of any required language or brand statements prior to content publication.

Agency represents and warrants that all endorsements and influencer posts shall include disclosure language as required. Client represents and warrants it will not request disclosure omission that would violate applicable disclosure obligations.

Agency Compliance Confirmation: (check to confirm compliance with disclosure obligations)

Exclusivity

If Client requires exclusivity, specify scope and fee: Exclusivity Territory: Exclusivity Period: Exclusivity Fee: $

Termination, Notice and Kill Fee

Termination Without Cause: Either party may terminate upon days' prior written notice. Termination for Cause is permitted for material breach that is not cured within days after notice.

Kill Fee: If Client terminates other than for Agency's uncured material breach, Client will pay a kill fee equal to $ or the portion of the fee for work performed to date, whichever is greater.

Confidentiality

Each party shall maintain in confidence all non-public information marked or reasonably understood to be confidential. Confidentiality obligations exclude information that becomes public without breach, is independently developed, or is lawfully obtained from a third party. Confidentiality obligations survive termination for a period of three years.

Indemnification & Limitation of Liability

Indemnification: Each party agrees to indemnify and hold harmless the other party from claims, losses, liabilities, damages, and expenses arising from its breach of representations, warranties or willful misconduct, including third-party claims based on content provided by the indemnifying party.

Limitation of Liability: Except for liabilities arising from willful misconduct or gross negligence, each party's aggregate liability to the other shall not exceed the amounts actually paid by Client to Agency under this Agreement during the preceding twelve (12) months.

Reporting, KPIs & Performance

Performance Incentives or Penalties:

Subcontracting

Agency may engage subcontractors to perform portions of the Services, provided Agency remains responsible for the subcontractor's performance. Agency will notify Client of any material subcontracting arrangements. Subcontracting consent required: Yes

Miscellaneous Provisions

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

Notices to Client: Contact: Email:

Notices to Agency: Contact: Email:

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

Force Majeure: Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, provided notice is given promptly.

Acceptance & Authorization

By signing below, the parties acknowledge that they have read, understand, and agree to be bound by the terms set forth in this Marketing Management Proposal. This document, together with any exhibits expressly incorporated, constitutes the entire agreement between the parties with respect to the subject matter herein.

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