Marketing PR Document

MARKETING PR DOCUMENT

This Marketing PR Document (the Agreement) is entered into on Day Month Year between:

Recitals

WHEREAS, Client wishes to retain Agency to provide public relations and marketing communications services in connection with the Client's marketing objectives; and WHEREAS, Agency has the expertise, personnel and resources to perform the services described in this Agreement.

Campaign Description

Press / Media Outreach Social Media Events / Launch Owned Content (blogs, newsletters) Other:

Deliverables & Schedule

Agency will provide the following deliverables subject to deadlines and acceptance by Client.

Format / Quantity: Deadline:

Format / Quantity: Deadline:

Compensation & Expenses

Client shall pay Agency as follows:

Reimbursable expenses: Yes No If reimbursable, cap:

Usage Rights & Intellectual Property

Subject to Client’s full payment of fees owed under this Agreement, Agency hereby assigns to Client all right, title and interest in and to final deliverables created specifically for the Campaign, including copyrights, except for Agency pre-existing materials and third-party materials for which Agency has only a license. Client’s ownership is limited to the final deliverables expressly commissioned under this Agreement.

Notwithstanding the foregoing, Agency may retain the right to display deliverables in its portfolio and to use non-confidential elements for self-promotional purposes provided such use does not disclose Client confidential information.

FTC Disclosure Compliance

Agency will ensure that any paid media, influencer posts or endorsements are clearly and conspicuously disclosed in accordance with applicable advertising and endorsements law, including disclosure of material connections between Client and any third-party endorsers. Agency will obtain prior written approval from Client of any influencer disclosure language when practicable.

Compliance confirmation: Agency affirms it will comply with required disclosures and recordkeeping.

Exclusivity

Client grants Agency the non-exclusive right to conduct the Campaign unless Client selects exclusivity below.

Exclusivity requested: Yes No If yes, scope and duration:

Termination

Either party may terminate this Agreement for convenience upon prior written notice. Termination for cause may occur where the other party materially breaches and fails to cure within the cure period specified below.

Confidentiality

Each party will keep confidential and will not disclose Confidential Information of the other party except as necessary to perform obligations hereunder or as required by law. Confidential Information excludes information that is publicly known or independently developed without use of the other party’s Confidential Information.

Representations, Indemnification & Liability

Each party represents that it has the authority to enter into this Agreement. Agency represents that deliverables will not knowingly infringe third-party rights. Client will indemnify and hold Agency harmless from claims arising from Client-provided materials. Agency will indemnify Client for claims arising from Agency’s breach of representations. Except for indemnification and willful misconduct, neither party’s liability shall exceed amounts paid under this Agreement in the prior 12 months.

Force Majeure & Governing Law

Neither party shall be liable for delays or failure to perform caused by events beyond its reasonable control. This Agreement will be governed by the laws of the state of without regard to conflicts of law principles.

Notices

Miscellaneous

This Agreement constitutes the entire agreement between the parties and supersedes prior agreements relating to the Campaign. Any amendment must be in writing and signed by both parties.

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