Marketing Press Release Distribution

Marketing Press Release Distribution

This Marketing Press Release Distribution Agreement (the Agreement) is entered into effective as of by and between:

Recitals and Campaign Overview

Client desires to engage Agency to prepare and distribute a press release in connection with the campaign titled with primary objectives to .

Target audience: . Primary channels: .

Services and Deliverables

Agency will perform professional press release distribution services including but not limited to drafting, editing, approving, distribution to agreed media lists, wire service distribution, embargo management, journalist outreach and follow-up as set forth below.

Number of initial drafts: . Deadline for Agency to deliver first draft: . Scheduled distribution date: .

Compensation and Expenses

Client shall pay Agency the total fee of $ for the Services described herein.

Deposit required: . Late payment interest: .

Pre-approval required for expenses above cap:

License, Usage Rights and Ownership

Subject to full payment, Agency hereby grants Client a non-exclusive, transferable (or exclusive if selected below), worldwide license to use the final press release content in all media now known or hereafter developed for a duration of .

Territory: . Client's usage rights include the right to reproduce, distribute and publish the final content for promotional purposes.

Client ownership of final deliverables (check one): Client owns final deliverables (assignment upon payment) Agency retains underlying background IP while assigning rights to final deliverables

FTC Disclosure Compliance

Both parties acknowledge and agree that all distributed content and any attached influencer or partner communications shall include clear, conspicuous disclosures of material connections where required by applicable advertising laws and regulations. Agency will advise on required disclosures and Client will approve final disclosure language.

Client and Agency confirm compliance will be used as follows:

Acknowledgment of disclosure responsibilities:

Exclusivity

Exclusive engagement for press release distribution within the campaign scope: (check if Client requires exclusivity) If exclusive, exclusivity term:

Exclusivity limited to:

Termination and Kill Fee

Either party may terminate this Agreement upon days' prior written notice. Termination will not relieve Client of obligation to pay for Services rendered prior to termination.

If Client terminates without cause after Agency has commenced work, Client will pay a kill fee equal to $ or the greater of (i) actual costs incurred and (ii) reasonable fees for work performed to date.

Confidentiality

Each party shall keep confidential all non-public business information disclosed in connection with this Agreement and shall not disclose such information except to its employees, agents or subcontractors who have a need to know and are bound by confidentiality obligations. Confidentiality obligations survive termination for years.

Warranties; Indemnification; Limitation of Liability

Agency warrants that it will perform services in a professional manner consistent with industry standards. Client warrants that it has the right to provide materials to Agency for inclusion in the press release and that such materials do not infringe third-party rights.

Each party shall indemnify and hold harmless the other from third-party claims arising from its breach of representations, gross negligence or willful misconduct. Except for indemnification obligations and willful misconduct, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Agency under this Agreement.

Reporting and Metrics

Agency will provide Client with post-distribution reporting that shall include placements, pick-up by outlets, estimated reach and any journalist responses. Reporting frequency: .

Force Majeure; Governing Law; Notices

Neither party shall be liable for failure to perform to the extent such failure is caused by events beyond its reasonable control, including acts of God, strikes, epidemics, governmental orders, or interruption of internet or telecommunication services. This Agreement is governed by the laws of the state of , without regard to conflict of laws principles.

Miscellaneous

This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

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