Marketing MBA Flow Retailer

MARKETING MBA FLOW RETAILER

Parties

This Marketing Agreement (the Agreement) is entered into by and between:

Corporation LLC Sole Proprietorship Other:

Corporation LLC Sole Proprietorship Other:

Recitals

WHEREAS, Brand desires to retain Agency to perform marketing services for a campaign targeting retail customers under the terms set forth in this Agreement; and WHEREAS, Agency represents that it has the experience and personnel necessary to provide such services.

Campaign

Social Media Email Paid Search Display Ads Influencer Partnerships Other:

Deliverables and Schedule

Agency shall deliver the following content and services in accordance with the milestones and acceptance criteria below.

Compensation & Payment

Brand shall pay Agency the fees set forth below in consideration for the services and deliverables provided.

Agency will be reimbursed for pre-approved out-of-pocket expenses. Check if Brand pre-approves a not-to-exceed amount:

Usage Rights and License

Upon receipt of final payment, Agency grants Brand a non-exclusive / exclusive license (select applicable) to use the final deliverables as set forth below.

Non-exclusive Exclusive

FTC Disclosure Compliance

Agency represents and warrants that all influencer and paid promotional content will include clear and conspicuous disclosures in compliance with applicable advertising and consumer protection laws and regulations.

Agency confirms content will include required disclosures.

Exclusivity

If exclusive placement is required, indicate the scope and duration below. Exclusivity obligations are effective only upon express written agreement and payment of any exclusivity fee.

Exclusivity required

Termination

Either party may terminate this Agreement upon written notice to the other party as set forth below. Termination does not relieve Brand of payment obligations for services performed and expenses incurred prior to termination.

Intellectual Property Ownership

The parties acknowledge the following allocation of ownership for creative materials and intellectual property rights.

Brand retains ownership of Brand-provided marks and pre-existing materials. Agency retains ownership of pre-existing agency materials and underlying methodologies.

Ownership assigned to Brand upon payment Agency grants Brand a license only (Agency retains ownership)

Confidentiality

Each party shall maintain in confidence all non-public information disclosed by the other party and use such confidential information only for performance of this Agreement. Confidentiality obligations survive termination for a period of two (2) years.

Indemnification; Limitation of Liability

Each party shall indemnify and hold harmless the other from third-party claims arising from its breach, negligence, or willful misconduct. Neither party shall be liable for consequential or punitive damages; aggregate liability for direct damages shall be limited to the total fees paid under this Agreement in the twelve months preceding the claim.

Reporting, Approvals and Acceptance

Agency shall provide periodic reports and material for Brand review. Brand shall provide approvals or requested changes within five (5) business days of receipt unless otherwise agreed. Final acceptance occurs upon Brand's written approval.

Miscellaneous

This Agreement constitutes the entire agreement between the parties, supersedes prior agreements, and may be amended only by a written instrument signed by both parties. Neither party may assign without the other's prior written consent. The parties will attempt to resolve disputes in good faith prior to litigation.

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