Professional PPC Agreement

PROFESSIONAL PPC AGREEMENT

This Professional PPC Agreement (the "Agreement") is entered into as of Effective Date: by and between Agency Name: with principal place of business at ("Agency"), and Client Name: with principal place of business at ("Client"). Agency and Client may be referred to collectively as the "Parties" and individually as a "Party".

RECITALS

WHEREAS, Agency is engaged in the business of planning, creating, managing and optimizing pay-per-click advertising campaigns and related digital marketing services;

WHEREAS, Client desires to retain Agency to perform pay-per-click advertising services to promote Client's products or services, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, Agency is willing to perform such services for Client under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Campaign" means the paid search and paid social advertising activities to be performed by Agency as described in Section 2. 1.2 "Deliverables" means reports, creative assets, ad copy, landing page recommendations and other materials produced by Agency under this Agreement. 1.3 "Confidential Information" has the meaning set forth in Section 8.

2. SERVICES

2.1 Scope. Agency shall provide pay-per-click advertising services including campaign strategy, account setup, keyword research, ad creation, bid management, conversion tracking setup, ongoing optimization, and monthly reporting (the "Services"). The detailed scope and specific campaign goals are:

2.2 Changes. Material changes to the Services shall require a written change order signed by authorized representatives of both Parties and may result in adjusted fees and timelines.

3. TIMING; CAMPAIGN PARAMETERS

Campaign Start Date: . Initial campaign setup is estimated to take days following receipt of required client materials and access.

4. TERM AND TERMINATION

4.1 Term. The initial term of this Agreement shall be for a period of months from the Campaign Start Date, unless earlier terminated in accordance with this Agreement.

4.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Termination shall not relieve Client of its obligation to pay for Services performed and costs incurred through the effective date of termination.

4.3 Termination for Cause. Either Party may terminate upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach.

5. FEES AND PAYMENT

5.1 Fees. Client shall pay Agency a monthly management fee of plus applicable taxes, payable in accordance with Section 5.2.

5.2 Ad Spend and Billing. The Client-authorized monthly ad budget shall be . Ad platform charges are billed directly to Client or invoiced by Agency as agreed. Agency's invoices are due within days of invoice receipt.

5.3 Late Payment. Overdue amounts shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also reimburse Agency for collection costs and reasonable attorneys' fees incurred to collect overdue sums.

6. REPORTING; ACCESS AND COOPERATION

6.1 Reporting. Agency will provide performance reports at the following frequency: and will review results in a regular cadence agreed by the Parties.

6.2 Access. Client shall provide Agency with timely access to advertising accounts, analytics data, website back-end systems and any other information reasonably necessary for Agency to perform the Services. Failure to provide access may delay or prevent Agency from performing and shall not relieve Client of payment obligations.

7. CONFIDENTIALITY

7.1 Confidentiality Obligation. Each Party agrees to protect Confidential Information of the other Party and to use such Confidential Information only for the purposes of performing under this Agreement. Confidential Information includes non-public business, financial, technical and marketing information disclosed by a Party.

7.2 Exceptions. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving Party, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing Party's Confidential Information.

8. INTELLECTUAL PROPERTY

8.1 Ownership. Client retains ownership of Client Materials provided to Agency. Agency retains ownership of its preexisting tools, methodologies, algorithms and templates. To the extent Agency creates custom Deliverables for Client and Client has paid all amounts due, Agency grants Client a perpetual, non-exclusive license to use the Deliverables for Client's internal marketing purposes.

9. REPRESENTATIONS; WARRANTIES; DISCLAIMERS

9.1 Mutual Representations. Each Party represents that it has authority to enter into this Agreement and to perform its obligations hereunder.

9.2 Agency Warranty. Agency represents that it will perform the Services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, AGENCY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR GUARANTEE OF SPECIFIC PERFORMANCE OR RESULTS.

10. INDEMNIFICATION

10.1 By Client. Client shall indemnify, defend and hold harmless Agency and its affiliates, officers, directors and employees from and against any third-party claims arising out of Client's materials, content, product or service, Client's breach of this Agreement, or Client's violation of any laws or platform policies.

10.2 By Agency. Agency shall indemnify Client against claims that Agency's Deliverables infringe a third party's intellectual property rights, provided Client gives prompt notice and cooperates in the defense. Agency's indemnity obligations do not apply to any infringement arising from Client's modification of Agency Deliverables or Client Materials.

11. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or a Party's indemnification obligations, neither Party shall be liable to the other for indirect, incidental, consequential, special or punitive damages. Agency's aggregate liability for direct damages arising out of or related to this Agreement shall not exceed the total management fees paid by Client to Agency under this Agreement in the three (3) month period immediately preceding the event giving rise to the claim.

12. DATA PROTECTION

Each Party shall comply with applicable data protection laws in connection with the Services. Agency will implement reasonable technical and organizational measures to protect Client Data. Client grants Agency the right to process Client Data only for the purpose of performing the Services.

13. SUBCONTRACTING

Agency may engage subcontractors to perform portions of the Services provided that Agency remains responsible for the subcontractor's compliance with the terms of this Agreement.

14. NOTICES

All notices, requests or other communications required or permitted hereunder shall be in writing and delivered to the Parties at the following addresses:

15. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties. No waiver of any provision shall be effective unless in writing and signed by the Party waiving the right. This Agreement may be executed in counterparts, each of which shall be deemed an original.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law rules.

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. MISCELLANEOUS

The Parties agree to cooperate in good faith and to execute such further documents and take such further actions as may be reasonably necessary to carry out the intent of this Agreement. Titles and headings are for convenience only and shall not affect interpretation.

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