Marketing Social Leads Template

MARKETING SOCIAL LEADS TEMPLATE

PARTIES

This Marketing Social Leads Template (the "Agreement") is entered into between:

RECITALS

Brand desires to engage Agency to design, manage and deliver social media activities intended to generate leads for Brand in accordance with the terms set forth below; Agency has the experience and capabilities to perform such services and desires to provide such services to Brand.

CAMPAIGN OVERVIEW

Objectives:

Target Audience:

Primary Channels:

Campaign Term: Start — End

DELIVERABLES

Agency shall produce and deliver the following items in accordance with the schedule and specifications stated below. Each deliverable must be approved in writing by Brand per the approval procedure set out in this Agreement.

LEAD GENERATION & DELIVERY

Lead Definition: For purposes of this Agreement, a "Lead" means an individual or business contact that has explicitly consented to be contacted by Brand and has provided contact information sufficient for follow-up as set forth in the campaign specifications.

Lead Delivery Method:

Lead Ownership: Brand acknowledges that Agency will of verified leads delivered under this Agreement.

COMPENSATION & PAYMENT

Invoicing and Payment Terms: Agency will invoice Brand in accordance with the Payment Schedule. Brand shall pay invoices within days of receipt, unless disputed in good faith with written notice.

KPI, REPORTING & ATTRIBUTION

Key Performance Indicators:

USAGE RIGHTS & INTELLECTUAL PROPERTY

License Grant: Agency grants Brand a non-exclusive, worldwide, perpetual (or specify term below) license to use materials delivered for the Campaign solely for Brand's promotional and marketing purposes consistent with the scope herein, subject to third-party rights and usage limitations set forth in this Agreement.

Ownership of Deliverables: Unless otherwise agreed in writing, Brand shall own all lead data and Customer-facing deliverables created specifically for Brand upon payment in full. Agency retains ownership of pre-existing materials and general skills, know-how and templates.

FTC DISCLOSURE & COMPLIANCE

Agency and Brand acknowledge and agree that all social posts, ads, and sponsored content will include clear and conspicuous disclosures identifying Brand's material connection, in a manner that complies with applicable advertising and consumer protection laws. Agency shall be responsible for ensuring influencers and creators disclose paid relationships in each post.

Agency represents and warrants that it will: (a) instruct creators to include required disclosures; (b) retain evidence of disclosure implementation; and (c) promptly remediate any disclosure deficiencies brought to its attention.

Acknowledgement: Agency and Brand acknowledge and will comply with disclosure requirements

EXCLUSIVITY

Brand desires the following exclusivity restrictions for the Campaign:

If exclusivity is granted, Brand shall pay Agency the exclusive fee set forth in the Payment Schedule and Agency shall not perform substantially similar lead-generation services for direct competitors of Brand in the agreed product category for the duration specified.

TERMINATION & KILL FEE

Either party may terminate this Agreement upon days' prior written notice to the other party. Termination shall not relieve Brand of obligations to pay for services performed and approved deliverables rendered prior to termination.

Kill Fee: If Brand terminates without cause prior to completion of the campaign, Brand shall pay Agency a kill fee equal to or the remainder of the unpaid portion of the Total Fee, whichever is less.

CONFIDENTIALITY & DATA PROTECTION

Each party shall keep confidential all non-public information disclosed by the other party that a reasonable business person would consider confidential. Agency shall implement and maintain commercially reasonable technical and organizational measures to protect lead data and shall not share lead data with third parties except as necessary to perform the Services and only pursuant to written agreements ensuring comparable protection.

REPRESENTATIONS, WARRANTIES & INDEMNITY

Each party represents and warrants that it has the right and authority to enter into this Agreement. Agency represents and warrants that materials delivered will not infringe third-party rights and will comply with applicable laws. Agency shall indemnify and hold Brand harmless from claims arising out of Agency's breach of its representations, negligent performance, or willful misconduct. Brand shall indemnify Agency for claims arising from Brand-supplied content or Brand's unlawful instructions.

LIMITATION OF LIABILITY

Neither party shall be liable to the other for indirect, incidental, special or consequential damages, including lost profits, except for liability arising from indemnification obligations, breach of confidentiality, or willful misconduct. The aggregate liability of each party for direct damages shall not exceed the fees paid or payable under this Agreement for the Campaign.

GOVERNING LAW & DISPUTE RESOLUTION

This Agreement shall be governed by the laws of: without regard to conflicts of law principles. Parties agree to good faith negotiation followed by mediation prior to initiating litigation.

MISCELLANEOUS

Entire Agreement: This Agreement constitutes the complete and exclusive statement of the agreement between the parties and supersedes all prior proposals, understandings, and communications. Amendments must be in writing and signed by authorized representatives of both parties.

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