Marketing YouTube Ads Template

MARKETING YOUTUBE ADS AGREEMENT

Parties

This Agreement is entered into on by and between:

Recitals

The Brand desires to engage the Agency to develop, produce and manage YouTube advertising content and associated campaign assets, and the Agency is willing to provide such services under the terms set forth in this Agreement.

Campaign Details

Campaign Name:

Primary Channel: YouTube. Secondary Channels (if any):

Deliverables & Schedule

The Agency will produce the following deliverables in accordance with the schedule below. Brand approval milestones and final delivery are binding for payment triggers.

Format/Length:   Quantity:   Delivery Date:

Format/Length:   Quantity:   Delivery Date:

Compensation & Payment

Total Fee:

Invoices payable within days of receipt. Late payments incur interest at .

Usage Rights & Intellectual Property

Upon full payment, the Agency grants the Brand a non-exclusive, worldwide license to use the final delivered video assets for the Campaign for a period of unless otherwise specified below.

Territory:   Purpose/Media:

Exclusivity

The Brand requires exclusivity for the following product categories or competitor list (if none, indicate "None"):

Exclusive engagement: (check if Agency will not perform similar work for specified competitors during the Campaign term)

Approvals, Revisions & Creative Process

Number of included revision rounds:   Additional revisions billed at:

Final upload and delivery format requirements are detailed in Technical Specifications below.

FTC Disclosure Compliance

Both parties agree that all paid or sponsored YouTube content will include clear and conspicuous disclosure of the paid relationship in compliance with applicable advertising and disclosure laws. The Agency will incorporate the following disclosure language and placement:

Brand approval required for disclosure verbiage:

Termination & Kill Fee

Either party may terminate this Agreement upon days' written notice. If Brand terminates after Agency has commenced production, Brand shall pay a kill fee equal to:

Termination for material breach: Immediate termination permitted if breach is not cured within days after written notice.

Representations, Warranties & Indemnification

Each party represents and warrants that it has the right to enter into this Agreement and that performance will not violate any agreement with a third party. Agency warrants that delivered materials will not knowingly infringe third party intellectual property rights.

Limitation of Liability

Except for breaches of confidentiality or willful misconduct, neither party's aggregate liability to the other shall exceed the total fees paid under this Agreement during the twelve (12) months preceding the claim.

Confidentiality

Each party shall maintain confidential all non-public information disclosed in connection with this Agreement for a period of two (2) years following termination, unless otherwise required by law.

Governing Law & Notices

This Agreement shall be governed by the laws of the state of without regard to conflict of law principles. Notices shall be delivered to the addresses set forth above and are effective upon receipt.

Miscellaneous

This Agreement, together with attachments and any approved statements of work, constitutes the entire agreement between the parties and may be amended only by a written instrument signed by both parties.

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