Marketing Page Development

MARKETING PAGE DEVELOPMENT AGREEMENT

This Marketing Page Development Agreement (the Agreement) is entered into between the parties identified below on the Effective Date. The parties agree as follows.

1. Parties and Effective Date

Effective Date:

2. Recitals

WHEREAS, Brand desires to engage Agency to design, develop and deliver a marketing landing page and related assets (the Services) for a specified campaign; and

WHEREAS, Agency represents that it has the skills, personnel and resources to perform the Services in accordance with the terms of this Agreement.

3. Campaign Overview

4. Scope of Services & Deliverables

Agency will perform the design, development, testing and deployment of a marketing landing page (the Page) and deliver the items listed below (Deliverables). Deliverables will conform to the functional, accessibility and cross-browser requirements described in this Section.

Acceptance Criteria: Brand shall have days following delivery to review and either accept the Deliverables in writing or provide a written list of deficiencies. Absent timely notice, Deliverables shall be deemed accepted.

5. Timeline & Milestones

Completion Target Date:

6. Compensation & Payment

Total Fee (fixed): $

Invoices are due within days of receipt unless otherwise agreed in writing. Late payments accrue interest at the lesser of 1.5% per month or the maximum lawful rate.

7. Ownership, License & Use Rights

Subject to full payment of fees due hereunder, Agency assigns to Brand all right, title and interest in the final delivered Page and final design assets created specifically for Brand under this Agreement. Agency retains ownership of pre-existing tools, frameworks, libraries, templates and proprietary code (Retained Materials). To the extent Retained Materials are embedded in the Page, Agency grants Brand a worldwide, perpetual, royalty-free, non-exclusive license to use, modify and host the Retained Materials as embodied in the delivered Page for Brand's business purposes.

8. Confidentiality

Each party will treat as confidential all non-public information disclosed by the other party and will not disclose such information except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement. Confidential information does not include information that is or becomes public without breach, received from a third party rightfully, or independently developed.

9. Warranties; Compliance

Agency warrants that Deliverables will materially conform to the specifications and will not knowingly infringe third-party intellectual property rights. Brand warrants that any materials provided to Agency do not infringe third-party rights and that Brand has the right to authorize Agency to use such materials.

Each party will comply with applicable laws and regulations, including advertising and consumer protection laws. Agency will ensure the Page includes required paid partnership or sponsorship disclosures where applicable.

10. FTC Disclosure Compliance

Brand and Agency acknowledge that endorsements, sponsored content and paid placements must be clearly and conspicuously disclosed. Agency shall include approved disclosure language on the Page and in any promoted content as required by law and by Brand's disclosure guidance. The parties shall cooperate to place disclosures in a manner reasonably likely to be seen by the intended audience.

11. Exclusivity

Brand may select an exclusivity arrangement for the campaign period. Select applicable option:

No exclusivity; Agency free to provide similar services to other clients.
Limited exclusivity: Agency will not perform substantially similar promotion for competing brands in the same category during the campaign period.
Full exclusivity: Agency will not accept engagements in the defined category for the campaign period.

12. Termination & Kill Fee

Either party may terminate this Agreement for convenience upon days' prior written notice. If Brand terminates for convenience after Agency has commenced work, Brand shall pay a kill fee equal to the sum of (a) all unpaid fees for completed milestones, (b) a portion of the fee reasonably allocable to work-in-progress, and (c) approved non-cancellable third-party costs. Enter a specific kill fee if agreed:

13. Change Orders

Any material change to scope, schedule or deliverables shall be documented in a written change order signed by both parties. The change order will state the revised scope, any additional fees and an adjusted delivery schedule. Agency's hourly rate for out-of-scope work:

14. Representations, Indemnity & Limitation of Liability

Each party represents it has authority to enter into and perform this Agreement. Brand will indemnify and hold harmless Agency from third-party claims arising from Brand materials or Brand's usage of the Page beyond permitted uses. Agency will indemnify Brand for third-party IP infringement claims arising from Agency's unique Deliverables. Except for willful misconduct or breaches of confidentiality, each party's aggregate liability to the other shall be limited to direct damages not to exceed the fees paid by Brand to Agency under this Agreement in the twelve months preceding the claim.

15. Maintenance & Post-Launch Support

16. Force Majeure

Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including but not limited to acts of God, labor disputes, shortages, governmental actions, or internet outages. The affected party shall promptly notify the other and use reasonable efforts to resume performance.

17. Governing Law; Dispute Resolution

Governing Law: . The parties agree to attempt good faith negotiation, then mediation, before pursuing litigation. Venue shall be in the courts located in the chosen jurisdiction unless otherwise agreed.

18. Notices

All notices required under this Agreement shall be in writing and delivered to the addresses listed above or to such other address as a party may designate in writing. Notices shall be deemed given on receipt.

19. Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes prior agreements. Amendments must be in writing and signed by authorized representatives. If any provision is found invalid, the remainder will remain in effect.

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