Marketing Training Proposal

MARKETING TRAINING PROPOSAL

Parties and Effective Date

Brand / Client Name:

Training Provider / Agency Name:

Effective Date:   Proposal Title:

Program Overview & Objectives

Program Overview:

Target Audience & Delivery Channels

Target Audience Description:

In-person    Live virtual sessions    On-demand e-learning    Hybrid

Deliverables and Schedule

The Provider will deliver the items described below. Each deliverable must include required materials, acceptance criteria, and delivery date.

Format:   Quantity/Sessions:   Delivery Date:

Format:   Quantity/Sessions:   Delivery Date:

Format:   Quantity/Sessions:   Delivery Date:

Compensation & Payment Terms

Total Fee: $   Deposit (due on signing): $

Late Payment: Unpaid invoices are subject to interest at the lesser of 1.5% per month or the maximum lawful rate. Provider may suspend services for delinquent accounts after providing ten (10) days' written notice.

Expenses, Travel, and Reimbursement

Pre-approved reimbursable expenses:

Expense Cap (if any): $ (amount must be pre-approved in writing)

Intellectual Property & Usage Rights

License Grant: Provider grants Brand a license to use deliverables for the following territory and purposes.

Territory:   Duration: From to

Work Made for Hire: Provider and Brand agree that deliverables shall be considered work made for hire to the extent permitted by law. If not permitted, Provider assigns all right, title and interest in deliverables to Brand upon payment in full.

Exclusivity and Non-Solicitation

Exclusivity: Brand requests exclusive provision of training services for the program subject matter for beginning on the Effective Date.

Non-Solicitation: During the term and for twelve (12) months thereafter, neither party will solicit for hire the other party's personnel directly engaged in this program without prior written consent.

FTC and Marketing Disclosure Compliance

Both parties shall comply with applicable advertising and disclosure laws, including truthful representation of endorsements and the inclusion of clear and conspicuous disclosures where participants or representatives promote the training. Brand acknowledges Provider’s obligation to obtain necessary participant consents for recordings and promotional use.

Brand confirms: I acknowledge that promotional materials will include required disclosures and that Brand will review and approve such disclosures prior to publication.

Termination, Cancellation and Kill Fee

Termination for Convenience: Either party may terminate upon days' written notice. Termination for Cause may be immediate for material breach that remains uncured after seven (7) days' notice.

Kill Fee: If Brand cancels after Provider has commenced work, Brand agrees to pay a kill fee equal to $ or reasonable costs incurred to date, whichever is greater.

Confidentiality

Representations, Warranties, Indemnity & Liability

Provider warrants that it will perform services in a professional manner consistent with industry standards. Provider does not warrant results or business outcomes. Brand warrants that it has the right to provide proprietary materials to Provider for incorporation in the deliverables.

Indemnity: Each party will indemnify and hold harmless the other against third-party claims arising from its breach of representations, willful misconduct, or negligence. Neither party will be liable for incidental, indirect, special or consequential damages. Aggregate liability is limited to the fees paid under this Proposal for the services giving rise to the claim.

Change Orders and Amendments

Any change to scope, schedule or compensation will be documented in a written change order signed by authorized representatives of both parties prior to execution. Provider will not proceed with out-of-scope work without a signed change order.

Provider agrees to the change order procedure: Accepted

Acceptance Testing & Final Delivery

Brand shall accept or provide written rejection with reasons within days of delivery. Failure to respond constitutes deemed acceptance.

Governing Law and Dispute Resolution

Governing Law: . Parties will first attempt to resolve disputes through good faith negotiation and mediation prior to pursuing litigation.

Miscellaneous Provisions

Entire Agreement: This Proposal, together with any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter and supersedes prior negotiations and understandings.

Assignment: Neither party may assign rights or delegate obligations without the other party’s prior written consent, except to an affiliate or successor in interest.

Brand Approvals & Pre-Launch Requirements

Signatures

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