Media Management Agreement

MEDIA MANAGEMENT AGREEMENT

Parties and Effective Date

This Media Management Agreement (the Agreement) is made as of (Effective Date), by and between:

WHEREAS

WHEREAS, Manager provides media planning, content coordination, campaign execution, analytics and related media management services; and

WHEREAS, Client desires to engage Manager to provide such services for Client's media channels and campaigns pursuant to the terms and conditions set forth herein; and

WHEREAS, the parties intend this Agreement to define the scope of work, compensation and the parties' respective rights and obligations.

Scope of Work

Manager shall provide media management services as described below. Services will include strategic planning, content scheduling, placement and optimization, vendor coordination, performance monitoring, and reporting. Specific deliverables, milestones and performance metrics shall be as set forth in the Scope of Work field.

Payment Terms

Client shall pay Manager the fees described below in consideration for the Services. All fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue interest at a rate of (or the maximum rate permitted by law), computed monthly, until paid. Client shall also reimburse Manager for reasonable collection costs, including attorneys' fees, incurred in enforcing payment obligations.

Term and Termination

The term of this Agreement shall commence on and shall continue until , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party (Recipient) shall hold in confidence all non-public, confidential or proprietary information disclosed by the other party (Discloser) and shall not use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement. Confidential Information does not include information that: (a) is or becomes public other than through Recipient's breach; (b) is already known to Recipient without restriction prior to disclosure; or (c) is independently developed by Recipient without use of Discloser's Confidential Information.

Upon termination or expiration of this Agreement, Recipient shall promptly return or destroy all Confidential Information of Discloser and certify in writing that it has done so, except to the extent retention is required by law or bona fide backup procedures.

I acknowledge and agree to the Confidentiality provisions above.

Intellectual Property and Deliverables

Unless otherwise agreed in writing, Client shall own all final deliverables specifically created for Client under this Agreement upon full payment of all fees due. Manager retains ownership of its pre-existing tools, methodologies, templates and know-how. Manager grants Client a perpetual, non-exclusive license to Manager's pre-existing materials embedded in deliverables solely to the extent necessary to use the deliverables for Client's internal business purposes.

Representations; Indemnity; Limitation of Liability

Each party represents that it has full power and authority to enter into this Agreement. Client shall indemnify and hold harmless Manager from third-party claims arising out of Client-provided materials or Client's use of the deliverables in a manner not contemplated by this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE TOTAL FEES PAID OR PAYABLE TO MANAGER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties agree to attempt good faith resolution of disputes, and if not resolved, disputes shall be resolved by binding arbitration in the chosen jurisdiction unless otherwise mutually agreed in writing.

Entire Agreement; Amendments

This Agreement, including any attachments and statements of work executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held unenforceable, the remainder shall remain in full force. Neither party may assign this Agreement without the prior written consent of the other, except that Manager may assign to a successor in connection with a merger or sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth above.

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