Marketing Outreach Agreement

MARKETING OUTREACH AGREEMENT

Parties

Recitals

WHEREAS, Client desires to engage Service Provider to perform marketing outreach services consisting of promotional, email, digital advertising, social media, and related campaign activities as described herein; and

WHEREAS, Service Provider has represented that it has the expertise, personnel, and resources necessary to perform the marketing outreach services and shall conduct such services in a professional manner consistent with industry standards;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

Scope of Work

Service Provider shall perform the outreach activities described below. Service Provider shall use reasonable care and skill and supply qualified personnel to achieve the Deliverables set out in this Agreement.

Payment Terms

Client shall pay Service Provider for the services and deliverables in accordance with the schedule and amounts set forth below.

Late payments shall incur a late fee of on outstanding balances or the maximum permitted by law, whichever is less.

Expenses

Client agrees to reimburse pre-approved out-of-pocket expenses incurred by Service Provider in connection with performance of the services. Reimbursable expenses include media buys, third-party production costs, and paid promotion charges. Service Provider will seek written approval for any single expense exceeding prior to incurrence.

Term and Termination

This Agreement commences on and, unless earlier terminated as provided herein, continues until .

Either party may terminate this Agreement for convenience upon giving the other party days' prior written notice. Either party may terminate for material breach if such breach is not cured within 30 days following receipt of written notice specifying the breach.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other relating to business plans, marketing strategies, customer lists, pricing, or proprietary materials. The receiving party shall not disclose Confidential Information except to those employees, contractors, or advisers with a need to know and who are bound to confidentiality at least as restrictive as this Agreement. Confidential Information shall remain confidential for years after disclosure, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property

Unless otherwise agreed in writing, Client shall own all final deliverables and work product produced under this Agreement upon full payment. Service Provider retains ownership of pre-existing materials, tools, methodologies, and templates used in creating deliverables, and hereby grants Client a non-exclusive, perpetual, worldwide license to use such pre-existing materials insofar as they are embedded in the delivered work product.

Representations; Indemnification; Limitation of Liability

Each party represents that it has authority to enter this Agreement and that its performance will not violate any obligation to a third party. Service Provider shall defend and indemnify Client from third-party claims alleging that Service Provider materials infringe valid intellectual property rights, provided Client gives prompt notice and cooperates in the defense. Except for breaches of confidentiality or indemnification obligations, neither party shall be liable for consequential, incidental, or punitive damages and aggregate liability shall not exceed the fees paid by Client to Service Provider under this Agreement in the prior twelve (12) months.

Independent Contractor; Non-Solicitation

Service Provider is an independent contractor. Nothing in this Agreement creates an employment relationship, joint venture, or agency. During the term and for 12 months following termination, Client shall not solicit for hire any employee or contractor of Service Provider who substantially participated in performance of the Services without prior written consent.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses below by personal delivery, certified mail, or nationally recognized courier.

Governing Law; Entire Agreement; Amendment

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings. Any amendment must be in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a sale of substantially all of its assets.

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