Marketing Promotional Note

MARKETING PROMOTIONAL NOTE

Parties

Brand/Client Name:

Brand Contact Name:    Phone:

Brand Contact Email:

Agency/Creator Name:

Creator Contact Name:    Phone:

Creator Contact Email:

Recitals

This Marketing Promotional Note (the "Note") memorializes the promotional campaign terms agreed between the Brand/Client and the Agency/Creator for the campaign identified below. The Brand engages the Creator to produce and publish promotional materials under the terms set forth herein.

Campaign Details

Primary Channels (check all that apply):

Social Media   Email   Display Ads   Video/Streaming   Podcast/Audio   Other:

Campaign Start Date:    End Date:

Deliverables

The Creator will deliver the following items in accordance with the specifications and deadlines below. Each deliverable must be approved in writing as provided in the Approval section.

Format:    Quantity:    Deadline:

Format:    Quantity:    Deadline:

Format:    Quantity:    Deadline:

Compensation & Payment

Total Fee (gross):

Deposit Amount:    Due:

Final Payment:    Due:

Usage Rights and Intellectual Property

License Grant: Upon full payment of all fees, the Creator grants the Brand a non-exclusive, worldwide, royalty-free license to use the delivered content for the Campaign in the channels specified above for the Term stated below, subject to the limitations set forth in this Note.

Territory:    Duration:

Ownership: Creator retains ownership of underlying materials and pre-existing IP. Brand receives license to the final delivered content only as expressly granted. Any transfer of moral rights is expressly disclaimed except as set forth in a separate written assignment.

FTC Disclosure and Compliance

Creator represents and warrants that all promotional content will include a clear and conspicuous disclosure of material connection to the Brand in a manner compliant with applicable advertising laws and guidelines, including visible disclosure within the content itself where required.

Creator acknowledges and agrees to include required disclosures in each applicable post and to retain proof of such disclosures for Brand review.

Exclusivity

Exclusive Relationship: Exclusive for the Campaign period   Non-exclusive

Approval, Revisions & Reporting

Approval Period (days): — Brand shall provide approval or written revision requests within the stated period; failure to respond is deemed approval.

Confidentiality

Each party shall keep confidential all proprietary information disclosed in connection with this Note and shall not disclose such information to third parties except as required to perform obligations hereunder or by law. Confidentiality obligations survive termination for two (2) years.

Representations, Warranties & Indemnification

Creator represents and warrants that the delivered content will not infringe third-party rights, will comply with applicable laws, and will be original or properly licensed. Creator shall indemnify and hold Brand harmless from claims arising out of breach of these representations.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable for special, incidental, or consequential damages. Total aggregate liability shall not exceed the fees paid to Creator under this Note.

Termination

This Note may be terminated by either party upon days' written notice. Upon termination by Brand without cause after work has commenced, Brand shall pay a kill fee of to compensate Creator for reasonable costs and effort.

Governing Law & Dispute Resolution

Governing Law: . The parties agree to negotiate in good faith to resolve disputes; if unresolved, disputes shall be resolved by binding arbitration unless the parties agree otherwise in writing.

Miscellaneous

Entire Agreement: This Note, together with any written attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties and supersedes prior discussions. Amendments must be in writing and signed by both parties.

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