Marketing Showroom Agreement

MARKETING SHOWROOM AGREEMENT

Parties and Effective Date

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

Effective Date: . Client and Showroom may be referred to collectively as the Parties.

Recitals

WHEREAS, Client manufactures, supplies or licenses products and desires showroom display and associated marketing services; and WHEREAS, Showroom operates a physical and/or virtual showroom and has experience in product display, in-person events, content creation, and buyer introductions. The Parties agree to the terms set forth below.

Campaign and Showroom Program

In-person showroom
Virtual showroom / online presentation
Events / buyer appointments
Social media / influencer amplification
Content creation (photo/video)

Deliverables and Schedule

Showroom will provide the following deliverables in connection with the Campaign. Unless otherwise agreed in writing, deliverables shall be provided in accordance with the schedule set forth below.

Compensation and Payment

Client shall pay Showroom the fees set forth below in consideration for Showroom's performance of the Deliverables.

All amounts are exclusive of applicable taxes unless otherwise stated. Payments are due net within the time period set forth in Payment Schedule; overdue amounts shall bear interest at the lesser of 1.5% per month or the maximum permitted by law.

Expenses and Reimbursements

Client shall reimburse Showroom for reasonable, pre-approved out-of-pocket expenses incurred in performance. Reimbursable expenses require prior written approval and submission of receipts. Reimbursement terms shall follow the Payment Schedule.

Usage Rights and Intellectual Property

Unless otherwise agreed in writing, the following ownership and license rules apply to materials supplied by Client and content created by Showroom:

Client retains all right, title and interest in Client-supplied trademarks, product imagery, and other proprietary materials. Showroom is granted a limited, non-exclusive, non-transferable license to use such Client Materials solely to perform this Agreement.

The Parties select the applicable ownership option (check one):

Brand retains all rights to showroom-created content; Showroom grants Brand a perpetual, worldwide, royalty-free license to use content.
Showroom retains ownership of showroom-created content and grants Brand a limited license for promotional use as specified below.

FTC Disclosure Compliance

Showroom shall include clear and conspicuous disclosures in content where required by applicable consumer protection and advertising laws to indicate sponsored, paid, or material connections between Client and Showroom. Showroom represents that it will comply with all disclosure obligations.

Acknowledgement: Showroom acknowledges and agrees to comply with disclosure requirements applicable to the Campaign.

Exclusivity

Exclusive rights, if any, must be expressly negotiated. Select one:

No exclusivity; Showroom may represent other brands
Limited exclusivity as specified in the box below

Term and Termination

Term: This Agreement commences on the Effective Date and continues for the period set forth below unless earlier terminated under this Section.

Termination for Convenience: Either Party may terminate this Agreement for convenience upon written notice to the other Party by providing days' prior written notice.

Confidentiality

Each Party shall hold in confidence all non-public business information disclosed by the other Party that is designated as confidential or that by its nature should reasonably be considered confidential. Confidential information may be used only to perform obligations under this Agreement.

Representations, Warranties and Indemnities

Each Party represents and warrants that it has the right to enter into this Agreement and to grant the rights granted herein. Client warrants it owns or controls rights in Client Materials. Showroom warrants that promotional activities will not infringe third-party rights. Each Party agrees to indemnify and defend the other against third-party claims arising from its breach of these representations or its negligent acts or omissions.

Limitation of Liability

Except for liability arising from a Party's gross negligence, willful misconduct, or breach of confidentiality or intellectual property obligations, each Party's aggregate liability arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Showroom under this Agreement during the preceding twelve (12) months.

Insurance

Showroom shall maintain general liability and other insurance customary for its operations. Upon request, Showroom shall provide certificates evidencing coverage.

Force Majeure

Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, provided the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.

Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign to an affiliate or in connection with the sale of substantially all of its assets.

Governing Law and Dispute Resolution

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by written notice.

Miscellaneous

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements and understandings. Amendments must be in writing and signed by authorized representatives of both Parties.

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