Promotional Marketing Activities

PROMOTIONAL MARKETING ACTIVITIES AGREEMENT

This Promotional Marketing Activities Agreement ("Agreement") is entered into by and between Client Name: and Provider Name: . Effective Date: .

WHEREAS

WHEREAS, Client engages Provider to perform promotional marketing activities to increase awareness, generate leads, and/or drive direct sales of Client's products or services under the terms set forth below; and

WHEREAS, Provider represents that it possesses the expertise, personnel, and resources necessary to perform the promotional marketing activities described in this Agreement and will perform such services in a professional manner consistent with industry standards.

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

1. SCOPE OF WORK

Provider will perform promotional marketing activities for Client which may include strategy development, creative production, social media campaigns, influencer engagement, email marketing, event promotion, paid advertising management, monitoring and reporting. Specific deliverables, timelines, and performance milestones shall be described in the Scope Details below.

2. PAYMENT TERMS

Client shall pay Provider the fees set forth below in exchange for the services and deliverables described in Section 1. All fees are exclusive of applicable taxes; Client is responsible for taxes imposed on the services unless Provider is required by law to collect such taxes.

If any undisputed amount due is not paid within days after its due date, Client shall pay a late fee of per month on the outstanding balance, compounded monthly, or the maximum permitted by applicable law, whichever is less. Provider reserves the right to suspend services for overdue balances after providing written notice.

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 prior written notice to the other party at least days before the intended termination date. Either party may terminate immediately for material breach that remains uncured for a period of days after receipt of written notice specifying the breach. Upon termination, Client shall pay Provider for all services performed and non-recoverable expenses incurred through the effective date of termination.

4. CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement, including business plans, marketing strategies, customer lists, pricing, trade secrets, and campaign performance data. Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict access to Confidential Information to employees and contractors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein, and (c) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.

Confidentiality obligations do not apply to information that (i) is or becomes public other than by breach of this Agreement, (ii) was known by the Receiving Party prior to disclosure as evidenced by written records, (iii) is rightfully obtained from a third party without restriction, or (iv) is required to be disclosed by law, provided Receiving Party gives prompt written notice and cooperates with any protective measures sought by Disclosing Party.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Client retains all right, title, and interest in pre-existing intellectual property provided to Provider for use in the promotional activities. Provider grants Client a non-exclusive, worldwide, royalty-free license to use materials created by Provider specifically for Client under this Agreement for the purposes described in the Scope of Work. Provider may retain copies of original creative materials and templates created by Provider that are not unique to Client.

6. REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents that it has the authority to enter into this Agreement. Provider represents that the services will be provided in a professional and workmanlike manner. Each party agrees to indemnify and hold harmless the other party from third-party claims arising from that party's negligent acts, willful misconduct, or breach of its representations and warranties, subject to limitations set forth herein.

7. LIMITATION OF LIABILITY

Except for liability resulting from gross negligence, willful misconduct, or a breach of confidentiality, neither party shall be liable to the other for special, incidental, consequential, or punitive damages. Each party's aggregate liability for claims arising out of this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the twelve (12) months preceding the claim.

8. NOTICES

9. GOVERNING LAW

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 submit to the exclusive jurisdiction of the state and federal courts located in that state for disputes arising out of this Agreement, subject to any agreement to arbitrate set forth below.

10. ENTIRE AGREEMENT

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

11. ACKNOWLEDGMENT

Each party acknowledges that it has read and understands this Agreement, that it has had an opportunity to consult legal counsel, and that it intends to be bound by its terms.

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