Marketing Promotions Agreement

MARKETING PROMOTIONS AGREEMENT

This Marketing Promotions Agreement (the "Agreement") is entered into effective as of (Effective Date) by and between the parties identified below.

Parties

Brand / Client:

Agency / Creator:

Recitals

WHEREAS, Brand desires to engage Agency to create and publish promotional materials in connection with the Campaign described below; and WHEREAS, Agency represents that it has the expertise, personnel, and resources required to perform the Services described herein; now, therefore, in consideration of the mutual covenants contained herein, the parties agree as follows.

Campaign Summary

Deliverables & Schedule

Agency will deliver the following items in accordance with the schedule below. Additional deliverables require prior written approval and may be subject to additional fees.

If additional deliverables are required, the parties will document such scope and fees in a written change order signed by both parties.

Compensation & Expenses

Unless otherwise stated, Brand will pay Agency net days from receipt of an undisputed invoice. Late payments accrue interest at .

Usage Rights & Intellectual Property

FTC Disclosure Compliance

Agency shall comply with all applicable advertising and consumer protection laws and regulations, including requirements to make clear and conspicuous disclosures of material connections between Agency and Brand. Agency warrants that all promotional content will include an explicit disclosure of the Brand relationship in a manner reasonably visible to the ordinary viewer.

Exclusivity

The parties agree that:

Termination

This Agreement may be terminated as follows:

• By either party for material breach if the breaching party fails to cure within days after written notice.
• By Brand for convenience upon days' prior written notice, subject to the Kill Fee below.

Representations, Warranties & Indemnity

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Agency warrants that the Deliverables will be original, will not infringe third-party rights, and will comply with applicable laws. Agency shall indemnify, defend and hold harmless Brand from claims arising out of Agency's breach of these warranties, subject to the limitations below.

Limitation of Liability

Except for breaches of confidentiality, willful misconduct, or indemnity obligations for third-party intellectual property claims, neither party shall be liable for consequential, incidental, or punitive damages. Aggregate liability of either party for all claims arising out of this Agreement shall not exceed .

Confidentiality

Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of , without regard to conflicts of law principles. The parties will first attempt to resolve disputes through good faith negotiation; if unresolved, disputes shall be resolved by binding arbitration in in accordance with the applicable arbitration rules.

Notices

All notices under this Agreement shall be in writing and delivered to the contact addresses set forth above or to any updated address provided in writing by a party. Notice is effective upon receipt.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements. Amendments must be in writing and signed by both parties. Neither party may assign this Agreement without the other's prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets.

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