Marketing Partnership Dinner Series Agreement

Marketing Partnership Dinner Series Agreement

Parties and Contact Information

This Agreement is entered into by and between:

Recitals

WHEREAS, Brand seeks to engage Partner to develop and produce a series of curated dinner events (the "Dinner Series") to promote Brand's products and messaging; and

WHEREAS, Partner represents that it has the expertise, personnel, facilities and relationships necessary to plan, market and host the Dinner Series on the terms set forth herein.

Term and Campaign Overview

Effective Date: . This Agreement will continue until completion of the Dinner Series or termination as provided herein.

In-person event activation
Social media (Instagram, TikTok, etc.)
Email marketing
Public relations / press outreach
Paid media & advertising

Deliverables and Schedule

Partner shall provide the following deliverables according to the schedule below. All deliverables are subject to Brand's written approval, such approval not to be unreasonably withheld.

Final creative assets and promotional copy must be provided to Brand for review no later than prior to each event.

Compensation and Expenses

Brand shall pay Partner the following fees in consideration for the services and deliverables:

Reimbursable expenses (if any) shall be pre-approved in writing by Brand. Expense reimbursement will require receipts and documentation. Any third-party vendor payments shall be approved by Brand prior to commitment.

Usage Rights and Intellectual Property

Partner hereby grants Brand a worldwide, non-exclusive, royalty-free license to use, reproduce, distribute, publicly display and create derivative works of Partner-created promotional materials produced under this Agreement for the duration set forth below and limited to the agreed channels unless otherwise agreed in writing.

Ownership of pre-existing materials and third-party intellectual property remains with the original owner. Partner shall obtain all necessary rights and clearances for use of third-party materials and shall provide evidence of such clearances upon request.

FTC Disclosure and Influencer Compliance

To the extent Partner or any talent engaged by Partner posts on social media in connection with the Dinner Series, Partner will ensure that all posts comply with applicable advertising and endorsements disclosure rules. Each paid or materially compensated post must include clear and conspicuous disclosure that the post is sponsored by Brand.

Exclusivity

During the Term of this Agreement, Partner will not provide comparable dinner activation services promoting a competing brand within the same product category without Brand's prior written consent.

Termination and Kill Fee

Either party may terminate this Agreement for convenience upon days' prior written notice. In the event Brand terminates without cause after Partner has commenced material work, Brand shall pay a kill fee equal to plus documented non-recoverable expenses.

Either party may terminate for material breach if the breaching party fails to cure such breach within days after written notice.

Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party in connection with this Agreement and shall not use such information except as necessary to perform obligations hereunder. Confidential information does not include information that is or becomes public through no fault of the receiving party.

Indemnification and Insurance

Each party will indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement. Partner will maintain commercial general liability insurance and, where applicable, liquor liability and host liquor coverage for in-person events.

Limitation of Liability

Neither party shall be liable to the other for incidental, consequential, indirect, punitive or special damages arising out of this Agreement, except for liability arising from gross negligence, willful misconduct, or indemnification obligations. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total fees paid to Partner under this Agreement.

Force Majeure

Neither party shall be liable for delays or failures to perform caused by events beyond its reasonable control, including acts of God, pandemic, governmental actions, labor disputes or severe weather. The affected party shall promptly notify the other and use commercially reasonable efforts to mitigate the impact.

Reporting and Audit Rights

Partner shall maintain records related to the Dinner Series for a period of two years and shall provide Brand with reasonable access to such records upon request for the purpose of verifying fees, expenses and deliverables.

Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of the state specified below. The parties agree to first attempt to resolve disputes through good faith negotiation. If unresolved, disputes will be submitted to binding arbitration in the specified forum unless otherwise agreed in writing.

Notices

Notices under this Agreement shall be delivered in writing to the contact addresses set forth above and shall be effective upon receipt.

Representations and Warranties; Authority

Each party represents that it has full power and authority to enter into this Agreement and to perform its obligations. Partner warrants that the services will be performed in a professional manner and that Partner has secured all required permits and licenses for events.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations and understandings. Amendments must be in writing and signed by both parties. If any provision is held invalid, the remainder shall remain in effect.

Execution

The parties have executed this Agreement through their authorized representatives as of the dates set forth below.

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