Marketing Media Advisor Agreement

Marketing Media Advisor Agreement

Parties and Agreement Date

This Marketing Media Advisor Agreement ("Agreement") is made effective as of by and between:

Recitals

WHEREAS, Brand desires to engage Advisor to provide media planning, buying advice, strategy and related marketing advisory services in connection with digital, social, broadcast and/or other paid, earned or owned media campaigns; and

WHEREAS, Advisor has represented that it possesses the qualifications, experience and personnel necessary to perform such services under the terms and conditions set forth herein.

Scope of Services

Advisor shall provide advisory services including media strategy, audience targeting, channel mix recommendations, media plan development, vendor negotiation support, campaign monitoring and post-campaign reporting (collectively, "Services"). The specific Services, milestones and acceptance criteria for each Campaign will be set forth in one or more Campaign Statements of Work (SOW) executed by the parties.

Campaign Description (SOW Summary)

Start:    End:

Deliverables and Schedule

Advisor will deliver the following items. For each deliverable, set a milestone date and acceptance criteria.

Compensation and Expenses

Brand shall pay Advisor for Services as follows:

Third-party media spend will be billed:

Usage Rights, License and IP

Subject to full payment, Advisor grants Brand a non-exclusive, worldwide license to use deliverables for the Campaign for the Term specified herein, except as expressly reserved below. Advisor retains the right to use non-confidential learnings and anonymized performance data for portfolio and promotional purposes unless otherwise restricted in writing.

Exclusivity and Conflicts

Brand and Advisor shall disclose existing material conflicts. Unless otherwise agreed in a Campaign SOW, Advisor is not required to provide exclusive services to Brand. To request exclusivity, specify terms below and obtain written acceptance by Advisor.

Exclusivity requested for the Campaign. If checked, describe scope:

FTC Disclosure and Endorsements

If any content produced by Advisor or influencer partners contains material connections between Brand and influencers or endorsers, the parties shall ensure clear and conspicuous disclosure in compliance with applicable advertising and endorsement laws and regulations. Brand acknowledges that it is responsible for compliance with product claims and legal disclosures unique to its goods or services.

Brand and Advisor will cooperate to produce required disclosures and will review copy to ensure compliance.

Confidentiality

Each party agrees to keep confidential any non-public business or technical information disclosed in connection with this Agreement and to use such information solely for performance of the Services. Confidential information does not include information that is or becomes public without breach of this Agreement, is independently developed, or is rightfully received from a third party not under an obligation of confidentiality.

Term, Termination and Kill Fee

This Agreement shall continue for the Campaign Period unless earlier terminated. Either party may terminate this Agreement for convenience upon written notice to the other party as specified below. Termination for cause may occur immediately for material breach if the breaching party fails to cure within the cure period.

Representations, Warranties and Covenants

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations. Advisor represents that deliverables will not knowingly infringe third-party intellectual property rights and that Advisor will obtain all necessary rights from any third-party vendors engaged in the Campaign.

Indemnification and Limitation of Liability

Each party will indemnify and hold harmless the other for losses arising from its own breach of this Agreement, negligence or willful misconduct. Except for indemnification for intellectual property infringement or gross negligence, neither party's aggregate liability shall exceed the total fees paid to Advisor under the applicable SOW in the twelve months preceding the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State specified below without regard to conflict-of-law principles. The parties agree to good faith negotiations to resolve disputes and, if unsuccessful, to submit disputes to mediation prior to instituting litigation.

Insurance

Advisor shall maintain insurance appropriate to its services, including commercial general liability and professional liability/errors & omissions coverage. Upon request, Advisor shall provide certificates of insurance to Brand.

Audit Rights and Records

Brand may request reasonable access to records and receipts relating to third-party media spend and pass-through expenses for the period of performance and for ninety (90) days thereafter, subject to confidentiality protections.

Brand may audit records as described above.

Miscellaneous

This Agreement, together with any executed SOWs, constitutes the entire agreement between the parties with respect to the subject matter hereof. Any amendments must be in writing and executed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except that a party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the contacts specified above or to updated contacts provided in writing.

Execution and Authority

Each signatory below represents and warrants that he or she is authorized to execute this Agreement on behalf of the party indicated and that this Agreement constitutes a valid and binding obligation of such party.

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