Marketing Production Partner Contract

Marketing Production Partner Contract

Parties and Effective Date

This Marketing Production Partner Contract (the "Agreement") is entered into by and between:

Effective Date: .

Campaign Summary

Campaign Term: Commencement Date through End Date .

Scope of Work and Deliverables

The Production Partner shall produce the following deliverables in accordance with the specifications, formats and delivery schedule below. Each deliverable shall be deemed accepted only upon Brand's written approval pursuant to the Acceptance Procedure described below.

Format: Quantity: Due Date:

Format: Quantity: Due Date:

Acceptance, Revisions and Testing

Brand shall review delivered materials within business days. If Brand provides written notice of non-conformity, Production Partner shall correct such non-conformity within a commercially reasonable timeframe at no additional cost provided such revisions are within the original scope. Additional revisions beyond scope will be billed at rates set out in the Fee Schedule.

Compensation and Payment

Invoices are payable within days of receipt. Late payments bear interest at .

Intellectual Property and License

Ownership of final, delivered and paid-for materials shall be as follows: Brand shall own the final deliverables as works made for hire to the extent permitted by law. To the extent ownership cannot be assigned by operation of law, Production Partner hereby assigns and transfers to Brand all right, title and interest in and to such final deliverables upon full payment.

Production Partner grants Brand a perpetual, worldwide, transferable, sublicensable, royalty-free license to use, reproduce, distribute, display and create derivative works of any pre-existing materials incorporated into deliverables to the extent necessary for Brand's use of the deliverables as contemplated by this Agreement. Production Partner retains ownership of its underlying general know-how, techniques and pre-existing materials not exclusively assigned above, subject to the license granted herein.

Exclusivity and Conflicts

Exclusivity: If checked, Production Partner shall not undertake substantially similar work for competing brands for the period of within the territory defined above without Brand's prior written consent. Any exclusivity fee will be set forth in the Payment Schedule.

FTC and Advertising Compliance

Production Partner warrants that all promotional content shall comply with applicable advertising laws and guidelines, including truthful representations and clear disclosure of material connections. Production Partner shall include clear, conspicuous disclosures in content where required by law or applicable guidelines and shall submit disclosure proposals to Brand for review prior to publication.

Confidentiality

Each party shall maintain in confidence Confidential Information disclosed by the other party and shall not use it except to perform under this Agreement. Confidential Information excludes information that is publicly available or rightfully received from a third party. Confidentiality obligations survive termination for three years, or longer if required by law.

Termination and Kill Fee

Either party may terminate this Agreement for convenience upon days' prior written notice. In the event of termination by Brand without cause after Production Partner has commenced work, Brand shall pay a kill fee equal to unless otherwise agreed in writing.

Representations, Warranties and Indemnity

Each party represents and warrants that it has full power and authority to enter into this Agreement. Production Partner warrants that deliverables will be original, will not infringe third-party rights, and will comply with applicable laws. Production Partner shall indemnify, defend and hold Brand harmless from third-party claims arising from breach of these warranties or unauthorized use of third-party materials, subject to Brand providing prompt written notice and sole control of the defense.

Insurance

Production Partner shall maintain insurance appropriate to the services, including general liability and, where applicable, employer's liability and errors & omissions, with limits not less than those specified here: . Certificates of insurance shall be provided upon request.

Independent Contractor; Taxes

Production Partner is an independent contractor. Nothing herein creates an employment, partnership, joint venture or agency relationship. Production Partner is solely responsible for all taxes, withholdings and benefits related to its personnel.

Notices

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the jurisdiction of without regard to conflict of laws principles. The parties agree to attempt negotiation in good faith to resolve disputes, followed by mediation; if unresolved, disputes will be resolved in the courts of the governing jurisdiction.

Force Majeure; Assignment

Neither party shall be liable for delays or failures caused by events beyond its reasonable control, including acts of God, strikes or government action, provided the affected party promptly notifies the other and uses reasonable efforts to resume performance. Neither party may assign this Agreement without the other's prior written consent, except that Brand may assign to an affiliate or successor.

Miscellaneous

This Agreement, together with any attachments and the Payment Schedule, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements. Modifications must be in writing and signed by authorized representatives of both parties. If any provision is held unenforceable, the remainder shall remain in effect.

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