Seasonal Marketing Campaign Template

SEASONAL MARKETING CAMPAIGN TEMPLATE

Parties and Recitals

This Seasonal Marketing Campaign Template (the "Agreement") is entered into by and between Client Name: and Agency Name: (each a "Party" and collectively the "Parties").

WHEREAS, the Client seeks to engage the Agency to plan and execute a seasonal marketing campaign focused on seasonal promotion, customer acquisition, and sales conversion; and

WHEREAS, the Agency represents that it possesses the experience, personnel, and resources to provide such marketing services on the terms set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the scope, deliverables, compensation and other terms governing the seasonal campaign engagement.

Campaign Overview

Campaign Name:

Target Season / Dates:

Scope of Work

The Agency will provide the following services and deliverables consistent with the campaign objectives. The Parties will use the field below to describe campaign tasks, deliverables, milestones, and acceptance criteria.

Project Contacts

Payment Terms

Total Campaign Fee:

Late Payment Fee:

All fees are due net upon invoice unless otherwise agreed in writing. The Client is responsible for all agreed media spend and third-party fees unless expressly included in the total campaign fee above.

Term and Termination

Term Commencement Date:    Term End Date:

Either Party may terminate this Agreement for convenience upon written notice to the other Party not less than days prior to the intended termination date. Termination for cause may occur immediately upon material breach that remains uncured for a period of thirty (30) days following written notice providing reasonable detail of the breach.

Upon termination, the Agency shall deliver all completed work and reasonable documentation necessary for the Client to continue transition. The Client shall pay the Agency for all services performed and non-cancelable commitments incurred through the effective date of termination.

Confidentiality

Each Party acknowledges that during performance it may receive Confidential Information of the other Party. "Confidential Information" means non-public business, technical, financial, customer, or marketing information disclosed in writing, orally, or by inspection, including creative concepts, customer lists, pricing, media plans, and performance metrics. Confidential Information does not include information that is publicly known through no wrongful act of the receiving Party, independently developed, or rightfully received from a third party without restriction.

The receiving Party shall: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) not disclose Confidential Information to any third party without the disclosing Party's prior written consent, except as required by law and only after providing prompt notice to the disclosing Party.

Confidentiality obligations shall continue for years following termination or expiration of this Agreement, except that trade secrets shall remain protected for so long as they qualify as trade secrets.

Intellectual Property and License

Ownership of Materials: Unless otherwise agreed in writing, the Agency retains ownership of pre-existing intellectual property and templates. Upon full payment, the Agency grants the Client a non-exclusive, perpetual, worldwide license to use deliverables created specifically for the Client under this Agreement, limited to the Client's business purposes set forth in the Scope of Work.

The Agency warrants that to the best of its knowledge deliverables will not infringe third-party intellectual property rights and the Agency will defend the Client against claims of infringement that arise from the Agency's deliverables; provided, however, that the Agency's obligation does not extend to modifications or uses of the deliverables not authorized by the Agency.

Liability and Indemnification

Each Party shall indemnify and hold harmless the other Party from and against any third-party claims arising out of the indemnifying Party's breach of representations, willful misconduct, or gross negligence. Except for liability arising from willful misconduct, a Party's aggregate liability under this Agreement shall not exceed the amount of fees paid by the Client to the Agency under this Agreement during the three (3) months preceding the claim.

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.

Entire Agreement; Amendments

This Agreement, including any attachments and accepted scope documents, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, and understandings. No amendment, modification, or waiver shall be effective unless in writing and signed by authorized representatives of both Parties.

Miscellaneous Provisions

Relationship of Parties: The Agency is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided above.

Acceptance

By signing below, the Parties acknowledge that they have read, understand, and agree to be bound by the terms of this Agreement and that the individuals signing have the authority to bind their respective Parties.

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