Marketing Thought Leadership Study

Marketing Thought Leadership Study

Parties

Client Name:

Provider (Agency / Creator) Name:

Recitals and Purpose

This Marketing Thought Leadership Study Agreement (the Agreement) sets forth the terms under which Provider will design, conduct and deliver a thought leadership study for Client to generate insights, authored content and promotional materials supporting Client's positioning objectives. The parties agree the Study will address the topic described below and follow the schedule and deliverables set forth in this Agreement.

Campaign Details

LinkedIn    Report / Whitepaper    Webinars    Blog    Other:

Study Period Start Date:    Study Period End Date:

Deliverables and Schedule

Provider will deliver the items described below in accordance with the deadlines set forth. Each deliverable is subject to Client review and approval as described in Section: Approval and Revisions.

Format:    Quantity / Length:    Delivery Date:

Format:    Quantity / Length:    Delivery Date:

Compensation and Expenses

Total Fee (exclusive of reimbursable expenses): $

Invoices are due within days of receipt. Late payments incur interest at .

Approval, Revisions and Acceptance

Client shall review each Deliverable within business days of delivery and may request reasonable revisions. Provider will make up to rounds of revisions without additional charge. Additional work will be billed at the rates set forth in the payment schedule.

Usage Rights and Intellectual Property

Upon full payment of amounts due, Provider grants Client a non-exclusive, worldwide, perpetual license to use, reproduce and publicly display the Deliverables for Client's internal and external marketing purposes consistent with the Scope. Provider retains the right to include Deliverables in Provider's portfolio and marketing materials, subject to Client's reasonable confidentiality requirements.

Confidentiality and Data

Each party will treat the other's confidential information with the same degree of care as its own confidential information, but no less than reasonable care. Confidential information excludes information that is public, independently developed, or required to be disclosed by law. Client data provided for the Study remains Client's property; Provider will only process such data to perform the Study and will employ commercially reasonable safeguards.

FTC Disclosure and Compliance

Provider affirms that all sponsored content, promotions, or communications arising from the Study will include clear and conspicuous disclosures of the commercial relationship with Client as required by applicable advertising and consumer protection laws. Provider will obtain and retain documentation of disclosures and forward such documentation to Client upon request.

Provider confirms compliance: I certify that disclosures will be used and maintained as required.

Exclusivity

During the Study Period, Provider shall not perform substantially similar thought leadership studies for Client's direct competitors in the industry segment identified here: without Client's prior written consent. Any exceptions must be documented in writing.

Termination; Kill Fee

Either party may terminate this Agreement without cause upon days' written notice. If Client terminates without cause after Provider has commenced work, Client will pay a kill fee equal to the greater of (i) percentage of Total Fee completed: or (ii) reasonable costs incurred to date. Provider will invoice for work completed and non-cancellable third-party costs.

Representations, Warranties and Indemnity

Each party represents that it has the full power and authority to enter into this Agreement. Provider warrants that Deliverables will be original, will not infringe third-party intellectual property rights, and will comply with applicable laws. Provider will indemnify and hold harmless Client against third-party claims arising from Provider's breach of these warranties, except to the extent such claims result from Client materials or instructions.

Limitation of Liability

Except for breaches of confidentiality or indemnity obligations, neither party will be liable to the other for consequential, incidental, special or punitive damages. Aggregate liability for direct damages will be limited to the total fees paid under this Agreement for the Study.

Governing Law and Venue

This Agreement will be governed by the laws of the jurisdiction identified here: without regard to conflict of laws principles. Exclusive venue for disputes shall be the courts located in the designated jurisdiction unless the parties agree otherwise in writing.

Notices

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the Study and supersedes prior discussions. Any amendments must be in writing and signed by authorized representatives of both parties. Neither party may assign this Agreement without the prior written consent of the other, except to a successor to substantially all of its business.

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