Marketing Website Draft

MARKETING WEBSITE DRAFT

Parties

This Marketing Website Draft (the "Draft") is entered into by the undersigned parties for the purpose of defining scope, deliverables, schedule and commercial terms for the design, build and launch of a marketing website.

Corporation LLC Partnership Individual

Corporation LLC Individual

Campaign Overview

Campaign Name:

Website Landing Pages Social Media Email Paid Media

Proposed Launch Date:

Scope of Services & Deliverables

The Agency will provide the services described below in accordance with the accepted Draft. Unless amended in writing, the Deliverables shall include the final items described and any interim assets necessary for review and approval.

Number of Primary Page Templates: — Responsive across standard breakpoints; content-managed templates:

Schedule & Milestones

Milestones, deliverable acceptance windows, and associated due dates are set forth below. Time is of the essence for milestone delivery; delays attributable to the Client may extend delivery dates by the period of such delay.

Due Date:

Due Date:

Due Date:

Compensation & Expenses

Client will pay Agency the fees set forth below in consideration of the Deliverables. Unless otherwise stated, fees are exclusive of applicable taxes. Invoices not disputed in writing within ten (10) business days are deemed accepted.

Deposit Required: — Due upon execution.

Acceptance, Revisions & Change Orders

Deliverables will be submitted for Client review. Client shall provide consolidated written acceptance or a list of change requests within ten (10) business days of delivery. Change requests outside the agreed Scope of Services will be documented as a change order and may incur additional fees and adjusted schedule.

Usage Rights & Intellectual Property

Subject to full payment of all fees due under this Draft, the Agency grants the Client a non-exclusive, transferable, worldwide license to use Delivered Materials as set forth herein. Agency retains ownership of pre-existing intellectual property and any underlying tools, processes or libraries used to create Deliverables, provided no Client confidential information is included therein.

FTC Disclosure & Marketing Compliance

Where content includes endorsements, sponsored posts, or promotional messaging, the parties acknowledge that required commercial disclosures must be clearly and conspicuously displayed in accordance with applicable advertising and consumer-protection standards. Client is responsible for final placement of disclosure statements on the Client-controlled pages; Agency will provide recommended disclosure text when requested.

Acknowledgement of Disclosure Compliance:

Exclusivity

Unless otherwise agreed in writing, Agency is free to provide services to other clients. If Client requires exclusivity, specify the scope and duration below. Exclusivity obligations are limited to the express language below and will be enforceable only to the extent permitted by law.

Yes No

Termination & Kill Fee

Either party may terminate this Draft for convenience upon written notice as specified below. If Client terminates without cause after work has commenced, Client shall pay a kill fee calculated as set forth below to compensate Agency for time and unrecoverable costs.

Confidentiality

Each party will treat the other’s confidential information with at least the same degree of care it affords its own confidential information and will not disclose such information except as required by law. Confidentiality obligations will survive termination for the period specified below.

Warranties, Indemnification & Liability

Agency warrants that Deliverables will materially conform to the agreed specifications for a period of ninety (90) days following acceptance. EXCEPT AS EXPRESSLY STATED, ALL DELIVERABLES ARE PROVIDED "AS IS." Each party agrees to indemnify the other against third-party claims arising from its breach of representations, willful misconduct, or negligence. Neither party will be liable for indirect, incidental or consequential damages. The aggregate liability of Agency for any claim arising under this Draft shall not exceed the total fees paid to Agency under this Draft.

Governing Law & Dispute Resolution

This Draft will be governed by the substantive laws of the state specified below without regard to conflict-of-law rules. Parties will first attempt to resolve disputes through good faith negotiation; if unresolved, disputes will be resolved by the procedure selected below.

Negotiation Mediation Arbitration Court Litigation

Final Provisions

This Draft, together with any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements. Amendments must be in writing and signed by authorized representatives of both parties. If any provision is held unenforceable, the remainder shall remain in effect.

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