Marketing Storage Proposal

MARKETING STORAGE PROPOSAL

Parties

Client Name:

Provider/Agency Name:

Proposal Reference

Proposal Date:    Proposal Reference #:

Campaign & Storage Overview

Campaign Period Start:    End:

Storage Specifications

Estimated Total Volume:    Retention Period:

Encryption at rest    Encryption in transit    Geo-redundant backups

Deliverables & Service Levels

Retrieval SLA:    Uptime Guarantee:

Fees & Payment

Overage Rate:    Billing Frequency:

Usage Rights & Intellectual Property

Ownership of all creative assets, source files, and intellectual property remains with Client. Provider is granted a non-exclusive, non-transferable license necessary to store, duplicate for backup, and deliver assets in connection with the services described herein. Any derivative works created by Provider for internal operational purposes must be documented and assigned as follows:

Confidentiality & Data Protection

Provider shall treat stored assets and associated metadata as Confidential Information and implement commercially reasonable administrative, physical and technical safeguards to protect against unauthorized access, disclosure or destruction. Provider will notify Client within 48 hours of any confirmed unauthorized access affecting Client assets.

FTC Disclosure Compliance

For any marketing content stored and later published or distributed, both parties agree to comply with applicable advertising disclosure obligations. Provider will store and maintain any required disclosure metadata and Client will ensure published content contains appropriate consumer-facing disclosures.

Provider confirms the following compliance measures are available and will be applied where applicable:

Maintain disclosure metadata with assets    Support Client review of disclosures prior to distribution

Exclusivity

Is this an exclusive storage arrangement?   Yes    No

Termination & Kill Fee

Termination for convenience requires days' written notice. Termination for cause may occur immediately upon material breach.

Indemnity & Liability

Each party agrees to indemnify the other for third-party claims arising from its own breach, negligence, or willful misconduct. Provider's aggregate liability for any claim arising out of this Proposal shall not exceed the total fees paid by Client to Provider in the prior twelve months, except for liability arising from gross negligence, wilful misconduct, or breach of confidentiality.

Audit, Reporting & Data Return

Provider will produce monthly usage reports and make available audit access upon reasonable request not to exceed once per 12 months unless a material compliance concern is raised. Upon termination, Provider will return all Client assets in agreed formats within days and certify deletion of remaining copies within days, unless otherwise required by law.

Governing Law & Dispute Resolution

This Proposal shall be governed by the laws selected by the parties. Parties agree to good faith negotiation, followed by binding arbitration if disputes cannot be resolved within 60 days.

Notices

Acceptance

By signing below, the parties acknowledge and accept the terms, service levels, fees, and obligations set forth in this Marketing Storage Proposal and agree to execute a definitive service agreement incorporating these terms.

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