Marketing SEM Agreement

MARKETING SEM AGREEMENT

Parties and Effective Date

This Marketing SEM Agreement ("Agreement") is entered into by and between:

Effective Date:

Recitals

WHEREAS, Brand desires to engage Agency to provide search engine marketing services including paid search campaign strategy, setup, optimization, and reporting; and

WHEREAS, Agency has the expertise, personnel, and tools necessary to perform such services on the terms set forth in this Agreement.

Definitions

"Campaign" means the SEM program described below. "Deliverables" means the materials produced by Agency for Brand under this Agreement. "Third-Party Platforms" means search engines, ad networks, and related services used to run paid search campaigns.

Campaign Description and Objectives

Campaign Start Date:     Campaign End Date:

Scope of Services (SEM)

Agency will provide the following services in connection with the Campaign:

1. Keyword research and strategic keyword list development tailored to the objectives;
2. Campaign architecture, account setup, and campaign/ ad group structuring;
3. Creation and A/B testing of ad copy and ad extensions;
4. Bid management, budget allocation, and ongoing optimization;
5. Landing page recommendations and conversion-rate optimization guidance;
6. Implementation and verification of conversion tracking, analytics, and tag management;
7. Monthly performance reporting and strategic recommendations.

Deliverables and Deadlines

Delivery schedule, formats, and acceptance criteria for campaign materials:

Compensation and Payment

Brand agrees to pay Agency the fees set forth below in exchange for the Services. All amounts are exclusive of applicable taxes unless otherwise stated.

Expense Reimbursement: Agency may incur reasonable out-of-pocket expenses with prior written approval. Expense cap (if any):

Invoicing: Agency will invoice Brand according to the Payment Schedule. Payment due net days from invoice receipt. Late payments accrue interest at .

Performance Metrics and Reporting

Usage Rights and Intellectual Property

Ownership of creative assets and data produced for the Campaign shall be allocated as follows.

Agency grants Brand a non-exclusive   exclusive license to use Campaign Deliverables for the Territory described below during the Term. Territory:

Brand retains ownership of Brand trademarks and pre-existing materials. Agency retains ownership of proprietary tools, bidding algorithms, and pre-existing IP used to perform Services. To the extent Agency creates custom creative or code specifically for Brand and Brand has paid in full, ownership transfers to Brand unless otherwise agreed in writing.

Confidentiality and Data

Each party shall maintain as confidential all non-public information disclosed by the other party in connection with the Campaign. Confidential information does not include information that becomes public through no fault of the recipient, is independently developed, or is required to be disclosed by law. Data produced by the Campaign (including but not limited to performance metrics and conversion data) will be shared with Brand. Agency may use aggregated and anonymized performance data for internal benchmarking and reporting provided no Brand-identifying information is disclosed.

FTC Disclosure Compliance

Agency warrants that all paid placements and promotional content will include clear and conspicuous disclosure of material connections between Brand and Agency or Brand and third-party publishers as required by applicable advertising laws and regulations. Agency will ensure that ads and creative include required disclosures and will document disclosures in reporting.

Agency confirms: Agency will apply disclosures as required.

Exclusivity

Exclusive rights (if any) granted to Agency:   If checked, scope: Term of exclusivity:

Termination; Kill Fee

Either party may terminate this Agreement upon providing written notice to the other party. Termination for convenience requires days' prior written notice.

If Brand terminates for convenience prior to completion of material services, Brand shall pay a kill fee equal to or reasonable pro rata fees for work performed through the effective termination date, whichever is greater.

Warranties, Representations, and Indemnification

Each party represents that it has authority to enter into this Agreement. Agency represents that it will perform the Services in a professional manner consistent with industry practice. Brand warrants that materials it provides do not infringe third-party rights and are not unlawful.

Indemnification: Agency will defend and indemnify Brand from claims arising out of Agency's gross negligence or willful misconduct. Brand will defend and indemnify Agency from claims arising from Brand-owned materials or Brand's breach of its warranties.

Limitation of Liability

Except for breaches of confidentiality or indemnification obligations, neither party shall be liable to the other for consequential, incidental, or punitive damages. Agency's total liability for direct damages arising from or related to this Agreement will not exceed the total fees paid by Brand to Agency under this Agreement in the preceding twelve months.

Force Majeure

Neither party is liable for delays or failures in performance caused by events beyond its reasonable control, including but not limited to acts of nature, governmental actions, or interruptions of Third-Party Platforms. The affected party shall notify the other promptly and use commercially reasonable efforts to resume performance.

Governing Law; Dispute Resolution

This Agreement is governed by the laws of the state of: without regard to conflict of laws principles. Parties shall attempt to resolve disputes through negotiation prior to pursuing litigation.

Notices

Amendments; Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the Campaign and supersedes prior understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Relationship of the Parties: The parties are independent contractors. Neither party may bind the other to third parties. Assignment requires the prior written consent of the non-assigning party, except to an affiliate or in connection with a merger or sale of substantially all assets.

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