Marketing Production Partnership Agreement

MARKETING PRODUCTION PARTNERSHIP AGREEMENT

Parties

This Marketing Production Partnership Agreement (the "Agreement") is entered into as of by and between:

Corporation LLC Individual/Sole Proprietor

Corporation LLC Individual/Producer

Recitals and Purpose

Brand and Agency desire to collaborate on the production, development, and distribution of marketing materials and related creative assets for the campaign described below. This Agreement sets forth the parties' respective rights and obligations with respect to the production partnership.

Campaign Details

Deliverables and Production Schedule

The Agency will produce the deliverables described below in accordance with the delivery schedule. Each deliverable must be submitted in editable and final formats as specified and is subject to Brand approval under the Acceptance procedures below.

Compensation, Expenses, and Payment

Brand will pay Agency the fees and reimbursable expenses set forth below in consideration for Agency's performance of the production services.

Reimbursable expenses (travel, location fees, talent, permits) will be reimbursed only if pre-approved in writing by Brand and supported by receipts and invoices. Maximum reimbursable expenses without prior approval:

Usage Rights and Intellectual Property

Ownership and license terms for work product created under this Agreement are set forth below. The parties may allocate ownership of pre-existing materials separately from newly created deliverables.

Sublicensing permitted: Yes No

FTC Disclosure Compliance

Agency shall ensure that any influencer, talent, or publisher engaged in the Campaign complies with applicable advertising disclosure laws and regulations requiring clear and conspicuous disclosure of material connections to Brand. Agency will procure written acknowledgements from talent that required disclosures will be made.

Agency acknowledges and agrees: Agency will secure required disclosures from third parties and retain proof of disclosure for Brand review.

Exclusivity and Non-Compete

Exclusivity requested: Yes No

Acceptance, Revisions, and Change Orders

Brand shall review deliverables within the specified review period; approval or written change requests constitute acceptance or a request for revision. The parties will follow the change order process below for scope modifications and associated fees.

Representations, Warranties, and Indemnification

Each party represents and warrants that it has full authority to enter into this Agreement, that its performance will not violate any agreement with a third party, and that any materials provided do not infringe third party rights. Agency will indemnify and hold Brand harmless from third-party claims arising from Agency's breach of warranties, negligence, or unauthorized use of third-party materials; Brand will indemnify Agency for Brand-supplied content claims.

Limitation of Liability

Except for willful misconduct or breaches of IP ownership and indemnity obligations, neither party will be liable for consequential, incidental, or punitive damages. The parties' aggregate liability for any claim arising under this Agreement is limited to the total fees paid to Agency for the specific Campaign described herein.

Termination

Either party may terminate this Agreement for material breach that remains uncured after days' written notice. If Brand terminates for convenience, Brand will pay Agency for work performed through the effective termination date plus a kill fee:

Insurance and Risk Allocation

Force Majeure; Notices

Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control (force majeure). Notices under this Agreement will be in writing to the addresses set forth below.

Governing Law; Dispute Resolution

This Agreement is governed by the substantive laws of without regard to conflict-of-law rules. The parties agree to attempt mediation prior to initiating litigation; if mediation fails, disputes will be resolved in the courts identified by the governing law.

Confidentiality

Each party will maintain the confidentiality of Confidential Information disclosed under this Agreement and will not disclose such information except as necessary to perform obligations or as required by law. Confidential Information does not include information that is public or independently developed.

Miscellaneous

This Agreement, including any exhibits and attachments, constitutes the entire agreement between the parties concerning the Campaign and supersedes prior agreements. Amendments must be in writing and signed by authorized representatives.

Sign Now