Marketing SEM Campaign

MARKETING SEM CAMPAIGN AGREEMENT

This Marketing SEM Campaign Agreement (the Agreement) is entered into as of by and between:

Client Name:    Entity Type: Individual Corporation LLC

Agency Name:    Entity Type: Individual Corporation LLC

Campaign Identification

Campaign Name:

Scope of Services

The Agency will develop, manage and optimize paid search campaigns on behalf of the Client including keyword research, ad creation, bid management, conversion tracking and ongoing optimization consistent with the Objectives. Specific channels included:

Search Network (paid search) Shopping Ads Display (as remarketing) Video (if applicable)

Key Performance Indicators and Reporting

Primary KPIs:

Timeline & Milestones

Campaign Start Date:    Campaign End Date:

Compensation & Billing

Management Fee (recurring): $ per month

Agreed Monthly Ad Spend Budget: $

Late Payment Fee:

Ad Spend and Third-Party Costs

Client will fund all third-party ad network costs directly or reimburse the Agency for ad spend within the timeframes set forth in Payment Terms. Any material deviation in monthly ad spend requires written approval.

Usage Rights and Intellectual Property

The Agency grants the Client a non-exclusive, worldwide license to use campaign deliverables for the duration of the Campaign, limited to the Campaign objectives. Ownership of pre-existing materials and third-party assets remains with the original owner.

FTC Disclosure Compliance

Both parties acknowledge that any paid search listings, sponsored placements or promoted content must comply with applicable advertising and endorsement rules. The Client and Agency will ensure clear and conspicuous disclosure of paid relationships and materially sponsored links where required by law or applicable advertising standards.

Client certifies compliance with disclosure requirements: Client confirms    Agency certifies compliance with disclosure requirements: Agency confirms

Exclusivity

Exclusivity (if any): No exclusivity Limited exclusivity

Confidentiality

Each party agrees to maintain the confidentiality of the other's non-public information and not to disclose such information except as required for campaign performance or by law. Confidential information shall not include information in the public domain or rightfully received from a third party.

Warranties, Indemnity & Limitation of Liability

Each party represents and warrants that it has the right to enter into this Agreement. Agency warrants that services will be performed in a professional manner consistent with industry standards. Client will indemnify and hold harmless the Agency for claims arising from Client-provided content. Neither party shall be liable for incidental, special, consequential or punitive damages; aggregate direct damages shall be limited to the total fees paid by Client to Agency in the three months preceding the claim.

Termination

Either party may terminate this Agreement upon written notice to the other party. Notice period (days):

Termination Fee / Kill Fee (if applicable): $

Force Majeure

Neither party shall be liable for failure or delay in performing obligations caused by events beyond reasonable control, including but not limited to acts of God, labor disputes, governmental actions, or interruptions in ad network services. The affected party shall give prompt notice and shall use commercially reasonable efforts to resume performance.

Governing Law & Dispute Resolution

This Agreement shall be governed by the laws chosen by the parties: State or Jurisdiction:

Disputes shall be resolved by good faith negotiation, and if unresolved, by binding arbitration in the agreed jurisdiction unless otherwise mutually agreed in writing.

Amendments

Any material change to scope, budget, or timeline will be documented in a written Amendment signed by authorized representatives of both parties. Change Order Procedure:

Notices

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