Marketing Podcast Ad Agreement

MARKETING PODCAST AD AGREEMENT

This Marketing Podcast Ad Agreement (the Agreement) is made and entered into as of by and between:

PARTIES

RECITALS

WHEREAS, Advertiser desires to engage Producer to deliver advertising placements within one or more podcast episodes as specified in this Agreement; and

WHEREAS, Producer operates the podcast(s) and possesses the media, production capability and audience access necessary to publish the Advertiser's advertisement; and

WHEREAS, the parties desire to set forth the terms and conditions under which Producer will publish the Advertiser's advertisement and Advertiser will pay Producer for such placements.

SCOPE OF WORK

Campaign Name:

Ad Format: Host-read Produced (pre-recorded)

Placement: Pre-roll Mid-roll Post-roll

Duration of ad (seconds):   Number of episodes:

First insertion date:   Final insertion date:

REPORTING, APPROVALS & PERFORMANCE

Advertiser shall provide final creative and any required materials no later than . Producer shall not be responsible for missed insertions if Advertiser fails to deliver materials by that date.

PAYMENT TERMS

Total Fee (USD):

Deposit required:   Invoice frequency:

Late payment: Any amounts not paid within days after invoice due date shall incur a late fee of of the outstanding balance, plus reasonable collection costs.

TERM AND TERMINATION

Agreement Commencement Date:   Agreement End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice. Additionally, either party may terminate for convenience upon days' prior written notice.

Upon termination, Producer shall be entitled to payment for all placements performed through the effective date of termination and for any non-cancellable costs incurred. If Producer fails to deliver placements as specified, Producer's sole obligation shall be to provide commercially reasonable makegoods or refunds limited to fees paid for undelivered placements.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, or which was lawfully in the receiving party's possession prior to disclosure. Receiving parties shall use Confidential Information solely for performance under this Agreement and shall not disclose it to third parties except to representatives who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

INTELLECTUAL PROPERTY & LICENSE

Advertiser represents and warrants that it owns or has procured all rights, licenses and consents necessary to provide the creative and to grant Producer the rights set forth in this Agreement. Advertiser hereby grants Producer a non-exclusive, royalty-free license to use Advertiser's marks and provided creative solely to produce and publish the advertisement for the Term. Advertiser retains all other rights in its intellectual property.

REPRESENTATIONS, WARRANTIES & INDEMNIFICATION

Each party represents that it has the full right and authority to enter into this Agreement. Advertiser shall indemnify, defend and hold harmless Producer and its officers, employees and agents from and against any third-party claims arising out of the Advertiser's creative content, including claims of infringement or libel, except to the extent caused by Producer's gross negligence or willful misconduct. Producer shall indemnify Advertiser for claims arising from Producer's breach of its obligations or misuse of Advertiser intellectual property beyond the rights granted herein.

LIMITATION OF LIABILITY

Except for breaches of Confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party's aggregate liability arising out of or relating to this Agreement shall not exceed the total fees actually paid by Advertiser to Producer under this Agreement.

GOVERNING LAW & ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

This Agreement, including any attachments or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices required under this Agreement shall be in writing and delivered to the contact information provided above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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