NCL IO Agreement

NCL IO Agreement

Parties and Identifying Information

Client Name:   IO Number:

Recitals

WHEREAS, Client Name: desires to procure advertising services and media placement from NCL; and

WHEREAS, NCL Legal Name: represents that it is able to provide such services on the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows.

Scope of Work

Description of Campaign and Deliverables: Complete description of creative units, targeting parameters, placement inventory, impression or click guarantees, and reporting requirements.

Payment Terms

Total Gross Fee: (exclusive of applicable taxes).

Deposit Required: due upon execution.   Net Payment Terms: Net days from invoice receipt.

Late Payment: Any undisputed amount not paid when due shall accrue interest at per month (or the maximum rate permitted by law), and Client shall be responsible for all collection costs, including reasonable attorneys' fees.

Term and Termination

Agreement Term: This Agreement commences on Start Date: and ends on End Date: unless earlier terminated as provided below.

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other delivered at least days prior to the effective termination date. Termination shall not relieve Client of its obligation to pay for services performed and placements ordered through the effective date of termination.

Termination for Cause: Either party may terminate for material breach if the breach remains uncured for thirty (30) days after written notice; material breach includes failure to pay, willful violation of creative restrictions or trafficking obligations, or repeated failure to meet delivery commitments.

Confidentiality

Each party shall treat as confidential all non-public information disclosed by the other party in connection with this Agreement, including pricing, business strategies, technical data, and campaign performance metrics ("Confidential Information"). Confidential Information shall not be disclosed to third parties except as necessary for performance hereunder or as required by law. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, or was already rightfully in the receiving party's possession prior to disclosure.

Intellectual Property and Use of Materials

Client retains all rights in Client creative and trademarks provided to NCL. Client grants NCL a limited, non-exclusive license to use Client materials solely for the purpose of performing this Agreement. NCL warrants that it will not use Client materials beyond the scope of this Agreement without Client's prior written consent.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, gross negligence or willful misconduct, or from any claim that materials provided by the indemnifying party infringe a third party's intellectual property rights.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. The parties shall attempt in good faith to resolve disputes informally prior to pursuing litigation.

Entire Agreement; Amendments

This Agreement (including any schedules, insertion orders and attachments hereto) constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or acquisition. Notices required under this Agreement shall be made to the billing/contact addresses listed above.

Approval and Signoff

Client acknowledges that placements are subject to inventory availability and that NCL will make commercially reasonable efforts to meet the media schedule. Client's signature below constitutes authorization to proceed in accordance with this Insertion Order Agreement.

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