Marketing Rehabilitation Agreement

Marketing Rehabilitation Agreement

This Marketing Rehabilitation Agreement ("Agreement") is entered into between Client Name: and Consultant/Agency Name: on Effective Date: .

RECITALS

WHEREAS, Client operates certain marketing programs, channels, creative assets, and data sets that the parties have identified as underperforming and in need of remediation to achieve measurable performance objectives;

WHEREAS, Consultant possesses experience and technical expertise in diagnosing, restructuring, and optimizing marketing campaigns, creative, attribution, and related operations; and

WHEREAS, Client desires to engage Consultant, and Consultant agrees to provide rehabilitation services on the terms and conditions set forth in this Agreement.

SCOPE OF WORK

Consultant will assess Client's existing marketing assets, develop a rehabilitation plan, implement agreed remedial actions, and provide training and documentation. Specific tasks, deliverables, acceptance criteria, and reporting cadence shall be set forth below.

PAYMENT TERMS

Client shall pay Consultant the fees set forth below in consideration for the services rendered. All amounts are in U.S. dollars unless otherwise stated.

Invoices shall be issued in accordance with the payment schedule. Unless otherwise agreed, Client shall pay invoiced amounts within days of the invoice date. Late payments accrue the late payment fee above and Consultant may suspend services after providing seven (7) days' written notice of suspension.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Either party may terminate immediately for material breach by the other party if the breaching party fails to cure the breach within fourteen (14) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Consultant for services performed and reimbursable expenses incurred through the effective date of termination. Consultant shall deliver to Client any work product for which Client has paid.

CONFIDENTIALITY

Each party acknowledges that during performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means nonpublic information disclosed in connection with this Agreement that is marked confidential or that a reasonable person would understand to be confidential. Except as required by law, each party shall (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by obligations of confidentiality no less protective than those herein; and (c) use Confidential Information solely for the purposes of performing the obligations under this Agreement. Confidential Information shall not include information that is (i) publicly available through no breach of this Agreement, (ii) rightfully received from a third party without restriction, or (iii) independently developed without use of Confidential Information.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in writing, Consultant grants Client a nonexclusive, royalty-free license to use deliverables created specifically for Client pursuant to this Agreement for Client's business purposes. Consultant retains ownership of preexisting materials and tools used in providing services. Any third-party materials remain subject to the licensor's terms and any required fees are Client's responsibility.

REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

Each party represents and warrants that it has the full right and authority to enter into this Agreement. Consultant represents that services will be performed in a professional manner consistent with industry standards. Client shall indemnify and hold Consultant harmless from claims arising from Client-provided materials, data, or instructions. Consultant shall indemnify Client for third-party claims arising from Consultant's gross negligence or willful misconduct in performance of the services.

REPORTING AND COOPERATION

Consultant shall provide progress reports at the cadence set forth in the Scope and shall consult with Client's designated representatives as reasonably necessary. Client shall timely provide access to systems, assets, personnel, and information required by Consultant to perform the services.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be resolved in the state or federal courts located in the chosen state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral or written agreements. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below (or to such other address as a party designates by notice). Notices are effective upon receipt.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest to all or substantially all of its business by merger or sale of assets. The invalidity of any provision shall not affect the remainder of this Agreement. Headings are for convenience only.

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