Marketing Consulting Agreement

This Marketing Consulting Agreement (the "Agreement") is entered into as of [Month Day, Year], by and between [Your Company Name], a [State] corporation, with its principal place of business located at [Your Company Address] ("Consultant"), and [Client Company Name], a [State] corporation, with its principal place of business located at [Client Address] ("Client").

RECITALS

WHEREAS, Client desires to engage Consultant to perform certain marketing consulting services as set forth herein;

WHEREAS, Consultant represents that it has the expertise and qualifications necessary to provide such services to Client;

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

1. SERVICES

1.1 Scope of Services. Consultant agrees to perform the services (the "Services") described in [Exhibit A], attached hereto and incorporated by reference. The Services may include, but are not limited to, marketing strategy development, market research, branding, digital marketing, content creation, and campaign management.

1.2 Changes in Scope. Any changes to the scope of Services must be agreed upon in writing by both parties. Consultant shall not be obligated to perform any additional services unless such services are covered by a written amendment to this Agreement.

2. TERM AND TERMINATION

2.1 Term. This Agreement shall commence on [Month Day, Year] and shall continue in effect until [Month Day, Year], unless terminated earlier in accordance with this Section 2.

2.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon thirty (30) days written notice to the other party.

2.3 Termination for Cause. Either party may terminate this Agreement immediately if the other party breaches any material term of this Agreement and fails to cure such breach within ten (10) days of receiving written notice of the breach.

2.4 Effect of Termination. Upon termination, Client shall pay Consultant for all Services performed up to the date of termination. Consultant shall deliver all completed work and any work in progress to Client.

3. COMPENSATION

3.1 Fees. Client agrees to pay Consultant the fees set forth in [Exhibit B], attached hereto and incorporated by reference. Fees may be structured as hourly rates, fixed project fees, or as otherwise specified in [Exhibit B].

3.2 Invoicing and Payment. Consultant shall submit invoices to Client on a [monthly/bi-weekly] basis. Payment shall be due within thirty (30) days of Client's receipt of an invoice. Late payments shall incur interest at the rate of [0]% per month.

3.3 Expenses. Client shall reimburse Consultant for reasonable and pre-approved expenses incurred in connection with the performance of the Services. Consultant shall provide documentation of such expenses as part of the invoice.

4. CONFIDENTIALITY

4.1 Confidential Information. "Confidential Information" means any non-public information disclosed by one party to the other party that is designated as confidential or that should reasonably be understood to be confidential due to its nature and the circumstances of disclosure.

4.2 Obligations. Each party agrees to keep the Confidential Information of the other party confidential and to use it only for the purposes of performing this Agreement. Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party.

4.3 Exceptions. The obligations of confidentiality shall not apply to information that: (i) is or becomes publicly known through no fault of the receiving party; (ii) was already known to the receiving party at the time of disclosure; (iii) is independently developed by the receiving party; or (iv) is required to be disclosed by law or court order.

5. INTELLECTUAL PROPERTY

5.1 Ownership. All materials, documents, reports, and other work products created by Consultant in the course of providing the Services shall be the sole property of Client. Consultant shall retain no rights to use such materials except as necessary to perform the Services.

5.2 License to Consultant. Client grants Consultant a non-exclusive, non-transferable license to use Client’s trademarks, logos, and other intellectual property solely for the purpose of performing the Services under this Agreement.

6. INDEPENDENT CONTRACTOR

Consultant is an independent contractor and not an employee, agent, or partner of Client. Consultant shall have no authority to bind Client to any third party or to incur any obligations on behalf of Client without Client's prior written consent.

7. INDEMNIFICATION

7.1 Consultant’s Indemnification. Consultant agrees to indemnify, defend, and hold harmless Client from and against any claims, liabilities, damages, and expenses arising from Consultant’s negligence or willful misconduct in the performance of the Services.

7.2 Client’s Indemnification. Client agrees to indemnify, defend, and hold harmless Consultant from and against any claims, liabilities, damages, and expenses arising from Client’s use of the work products provided by Consultant under this Agreement.

8. LIMITATION OF LIABILITY

8.1 Limitation. Except for liabilities arising from breaches of confidentiality or indemnification obligations, neither party shall be liable to the other for any indirect, consequential, or punitive damages arising out of or in connection with this Agreement.

8.2 Cap on Liability. The total liability of either party for any claims arising out of or in connection with this Agreement shall not exceed the total fees paid by Client to Consultant under this Agreement.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.

10. DISPUTE RESOLUTION

10.1 Negotiation. The parties agree to attempt to resolve any disputes arising out of or in connection with this Agreement through informal negotiations.

10.2 Arbitration. If the parties are unable to resolve the dispute through negotiation, the dispute shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in [City, State].

11. MISCELLANEOUS

11.1 Entire Agreement. This Agreement, including all exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral, relating to the subject matter hereof.

11.2 Amendments. This Agreement may only be amended by a written instrument signed by both parties.

11.3 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11.4 Waiver. No waiver of any provision of this Agreement shall be deemed a waiver of any other provision or of any subsequent breach.

11.5 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that Consultant may assign this Agreement to a successor entity in the event of a merger or acquisition.

IN WITNESS WHEREOF, the parties hereto have executed this Marketing Consulting Agreement as of the date first above written.

[Your Company Name]

By:

[Your Name]

[Title]

[Client Company Name]

By:

[Full Name]

[Title]

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