Media Commission Agreement

MEDIA COMMISSION AGREEMENT

This Media Commission Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: , with principal address:

and Media Representative Name: , with principal address:

RECITALS

WHEREAS, Client operates or controls certain media content, advertising inventory, or marketing placements (the "Media") and desires to engage Media Representative to solicit, broker or procure advertisers, sponsors, or other commercial opportunities in connection with the Media; and

WHEREAS, Media Representative represents that it has the experience, relationships, and capacity to identify and secure such commercial engagements on behalf of Client, subject to the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows.

1. SCOPE OF WORK

Media Representative shall perform the services described below and such related tasks as may be reasonably necessary to effectuate the placement of advertising, sponsorships, and related commercial transactions for the Media. Media Representative shall act as an independent contractor and shall have no authority to bind Client except as expressly provided in this Agreement.

2. COMMISSION AND PAYMENT TERMS

Commission Rate: Client shall pay Media Representative a commission equal to % of Receipts derived from transactions procured by Media Representative pursuant to this Agreement (the "Commission"), computed in accordance with the Commission Basis below.

Gross Receipts Net Receipts (after direct platform fees) First-year revenue only

Minimum Guarantee (if any): $

All payments are due within days of receipt of a proper invoice. Late payments shall accrue interest at the lesser of % per month or the maximum rate allowed by applicable law.

Expenses: Client shall reimburse pre-approved direct expenses reasonably incurred by Media Representative in performing services hereunder upon presentation of receipts or other documentation. Unapproved expenses shall be borne by Media Representative.

Taxes: Each party is responsible for its own taxes. Client shall not withhold taxes from Commission payments except as required by law; if withholding is required, Client shall provide documentation evidencing the withholding and pay the remainder.

3. TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination.

Either party may terminate immediately for material breach by the other party that remains uncured for a period of days after written notice of such breach. Termination shall not relieve Client of obligations to pay Commission for transactions entered into prior to termination.

4. CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and not disclose to any third party any non-public information marked confidential or that should reasonably be understood to be confidential given its nature (the "Confidential Information"), including but not limited to pricing, campaign performance metrics, advertiser identities, and creative strategies. Confidential Information shall not include information that (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; (c) is lawfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, advisors, or permitted subcontractors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. Upon termination or expiration of this Agreement, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information within thirty (30) days, except to the extent retention is required by law.

5. REPRESENTATIONS; INDEPENDENT CONTRACTOR; INDEMNIFICATION

Each party represents that it has the full power and authority to enter into this Agreement. Media Representative represents that its services will be performed in a professional manner consistent with industry standards. Media Representative is an independent contractor and not an employee, partner, or agent of Client for any purpose other than performance of this Agreement.

Indemnification: Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, losses, or expenses arising from the indemnifying party's breach of this Agreement, gross negligence, or willful misconduct, except to the extent caused by the indemnified party's own negligence or willful misconduct.

6. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED TOTAL COMMISSIONS PAID TO MEDIA REPRESENTATIVE DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties shall first attempt to resolve any dispute through good faith negotiation. If negotiations fail, the parties agree that any unresolved dispute shall be resolved by binding arbitration in the foregoing State, administered under the rules selected by the parties, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

8. ENTIRE AGREEMENT; AMENDMENT

This Agreement (including all attachments, schedules, and exhibits, if any) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

9. MISCELLANEOUS

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses provided above or to such other address as a party designates in writing. Survival: The provisions of Sections titled Confidentiality, Indemnification, Limitation of Liability, Governing Law, and Entire Agreement shall survive termination or expiration of this Agreement.

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