Marketing Paid Media Document

MARKETING PAID MEDIA AGREEMENT

This Marketing Paid Media Agreement (the Agreement) is entered into as of Effective Date: by and between:

Parties

Recitals

Brand engages Agency to provide paid media planning, buying and campaign management services for the Campaign described below, and Agency accepts such engagement under the terms of this Agreement. The parties agree that the services shall be provided in accordance with the scope, fees and terms set forth herein.

Campaign Details

Primary Channels: Social Media Search Display Video Other

Scope of Services and Deliverables

Agency shall provide the deliverables described below in accordance with agency practices and industry standards. Deliverables shall include creative assets, placements, ad copy, targeting specifications, and campaign optimizations as set forth in the schedule.

Format: Quantity: Due Date:

Format: Quantity: Due Date:

Media Buying, Budget and Fees

Budget Allocation and Responsibilities: Brand shall fund the Media Budget. Agency shall be authorized to commit and invoice for media purchases on Brand's behalf as expressly agreed in writing.

Payment Schedule:

Compensation, Invoicing & Payment Terms

Agency shall invoice Brand for Agency Fees and any pre-approved third-party media costs. Unless otherwise agreed, Brand shall pay invoices within days of receipt. Late payments shall accrue interest at .

Performance Metrics & Reporting

KPIs and Reporting Frequency:

Usage Rights & Intellectual Property

License Grant: Subject to full payment of all amounts due to Agency, Agency grants Brand a non-exclusive, non-transferable license to use Campaign assets solely for the purposes and channels set forth in this Agreement for the Territory and Term specified herein.

Ownership: Unless otherwise agreed in a separate written instrument, pre-existing intellectual property remains the sole property of the party that owned it prior to this Agreement. Work-for-hire materials created by Agency specifically for Brand under this Agreement shall be owned by Brand upon full payment; however, Agency shall retain the right to use aggregated, non-confidential performance data and templates for its business purposes.

Territory: Duration:

FTC Disclosure Compliance

Both parties warrant that they will comply with applicable advertising laws, rules and guidelines governing endorsements, sponsorships and disclosures. Brand and Agency agree that any influencer or paid placement will include clear and conspicuous disclosure of the commercial relationship where required.

Agency confirms Brand-approved disclosure language will be used when applicable. Required disclosure language (if any):

Exclusivity

Exclusivity: Brand grants Agency exclusivity for the paid media channels listed in this Agreement for the Term No exclusivity; Brand may engage others for similar services

Term and Termination

Term: This Agreement commences on the Effective Date and continues for unless earlier terminated in accordance with this section.

Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice to the other party. Upon termination, Brand shall pay Agency for all work performed and non-cancellable obligations incurred through the effective date of termination. A kill fee shall apply as set forth below.

Kill Fee: payable within days of termination when termination is not for Agency's material breach.

Confidentiality

Each party shall maintain the confidentiality of the other party's confidential information and shall not disclose such information except as required to perform this Agreement or as required by law. Confidential information shall not include information that is publicly known or independently developed without use of the other party's confidential information.

Indemnification & Limitation of Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its gross negligence or willful misconduct. Brand shall indemnify Agency for claims arising from Brand-provided materials, instructions, or representations.

Limitation of Liability: Except for liability arising from willful misconduct, fraud, or a party's breach of its confidentiality or indemnification obligations, neither party's aggregate liability to the other shall exceed the total fees paid or payable by Brand to Agency under this Agreement during the most recent six-month period.

Representations & Warranties

Each party represents and warrants that it has the authority to enter into this Agreement and that performance will not violate any agreement with a third party. Agency further represents that it will deliver services in a professional manner consistent with industry standards.

Notices

All notices under this Agreement shall be in writing and delivered to the notice address provided above or such other address as a party designates in writing. Notices shall be effective upon receipt.

Governing Law & Miscellaneous

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles.

Entire Agreement: This Agreement, together with any schedules and statements of work executed by the parties, constitute the entire agreement between the parties concerning its subject matter and supersede all prior agreements.

Additional Provisions

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