Marketing Web Service Agreement

MARKETING WEB SERVICE AGREEMENT

Parties and Effective Date

This Marketing Web Service Agreement (the "Agreement") is entered into as of Effective Date: by and between:

Recitals

WHEREAS, Client desires to engage Agency to provide web-based marketing services in connection with the Campaign described below; and WHEREAS, Agency has the experience, personnel and resources to perform such services on the terms set forth in this Agreement. The parties agree as follows.

Scope of Services

Campaign Name:

Social Media Email Search/SEM Display Advertising Website Content/Landing Pages

Deliverables and Schedule

Agency will deliver the following items in accordance with deadlines stated below.

Deadline:

Deadline:

Compensation and Payment

Total Fee: $ Payment Schedule:

Expenses and Third-Party Costs

Client will reimburse pre-approved out-of-pocket expenses reasonably incurred by Agency, subject to a pre-approval cap of $ unless otherwise agreed in writing.

Pre-approval required:

Change Orders

Any material change to the scope, schedule or fee shall be documented in a written Change Order signed by authorized representatives of both parties. Change Orders shall include description of work, time impact and pricing.

Intellectual Property and License

Ownership of work product: Unless otherwise agreed in writing, Agency retains ownership of pre-existing materials and proprietary tooling. Upon full payment, Agency grants Client a non-exclusive, worldwide license to use, reproduce and display final deliverables for the Campaign for a period of .

Territory:

Confidentiality

Each party shall maintain in confidence all Confidential Information received from the other and shall not disclose such information except to employees, contractors or advisors who need to know and who are bound to confidentiality no less restrictive than this Agreement. The confidentiality obligations shall survive termination for .

FTC Disclosure and Influencer Compliance

Where applicable, Agency and Client shall ensure compliance with advertising and disclosure requirements. Agency shall provide clear, conspicuous disclosure language for paid content and sponsored posts. Client acknowledges that Agency will advise on required disclosures but Client is responsible for final compliance in the Campaign.

Both parties acknowledge responsibility to include required disclosures in sponsored content and to retain evidence of compliance.

Exclusivity

Exclusivity: If checked, Agency shall not provide substantially similar Campaign services for direct competitors of Client within the Territory for the term specified below.

If exclusivity applies, exclusivity term (months):

Warranties, Indemnity and Liability

Agency warrants that deliverables will be original and will not knowingly infringe third-party rights. Client warrants it has rights to materials provided to Agency. Each party shall indemnify the other against third-party claims arising from breach of representations or misuse of deliverables, except to the extent caused by the indemnified party.

Limitation of liability: Except for indemnity obligations or willful misconduct, neither party's aggregate liability shall exceed the total fees paid under this Agreement, capped at $.

Term and Termination

Term: This Agreement commences on the Effective Date and continues until completion of the Services unless earlier terminated under this Section.

Termination for convenience: Either party may terminate on days' prior written notice.

On termination, Client shall pay Agency for all work performed and non-cancellable commitments. Kill fee (if applicable): $.

Dispute Resolution and Governing Law

The parties shall endeavor to resolve disputes through negotiation. If unresolved, disputes shall be resolved by binding arbitration in accordance with the rules agreed by the parties. Governing law: .

Notices

Miscellaneous

Assignment: Neither party may assign this Agreement without the other's prior written consent, except to a successor in interest of all or substantially all assets. Severability: If any provision is unenforceable, the remainder shall remain in effect. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein.

Representations and Certifications

Each party represents that it has full power and authority to enter into this Agreement and that the person signing below is duly authorized to bind the party. Each party certifies that the information provided in this Agreement is true and correct.

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