Professional Marketing Advertising Contract

This Professional Marketing Advertising Contract ("Contract") is made and entered into as of [Month Day, Year] by and between [Your Company Name], a [State of Incorporation] corporation with a principal place of business at [Your Company Address] ("Agency"), and [Your Partner Company Name], a [State of Incorporation] corporation with a principal place of business at [Your Partner Company Address] ("Client").

RECITALS

WHEREAS, the Client desires to engage the Agency to perform professional marketing and advertising services; and

WHEREAS, the Agency has the expertise, experience, and resources to provide such services to the Client under the terms and conditions set forth herein;

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

1. Scope of Services

1.1 Marketing Services. The Agency agrees to provide the following marketing and advertising services ("Services") to the Client:

• Development of marketing strategies and campaigns.

• Design and creation of advertising content, including digital, print, and broadcast media.

• Placement and management of advertisements across various channels (e.g., online platforms, social media, print publications, TV, radio).

• Data analysis and reporting on campaign performance.

• Public relations and media outreach efforts as needed.

1.2 Project Deliverables. The Agency will provide the Client with the following deliverables as part of the Services:

1.2.1 Campaign Brief

A comprehensive document outlining the objectives, target audience, key messaging, budget, timeline, and channels for the marketing campaign. This brief will serve as the foundation for all subsequent marketing activities and ensure alignment between the Agency and the Client on campaign goals.

1.2.2 Content Calendar

A detailed schedule of content to be published across various channels (e.g., social media, blogs, email newsletters). The content calendar will include publication dates, content themes, platforms, and responsible parties. It will be updated regularly to reflect changes in strategy or unforeseen delays.

1.2.3 Ad Creatives

A set of custom-designed advertisements, including banners, social media ads, and video content, tailored to the Client's brand and campaign objectives. The ad creatives will undergo at least two rounds of revisions based on Client feedback before final approval. This deliverable will include variations for different platforms (e.g., Facebook, Google, Instagram) and formats (e.g., static images, animated GIFs, video).

1.2.4 Performance Reports

Monthly reports detailing the performance of the marketing campaign, including key metrics such as impressions, clicks, conversions, and ROI. The performance reports will also include insights and recommendations for optimizing future campaigns.

1.3 Additional Services. Any additional services requested by the Client that are outside the scope of this Contract shall be provided at an additional cost and under the terms mutually agreed upon by both parties in writing.

2. Term and Termination

2.1 Term. The term of this Contract shall commence on [Month Day, Year] and shall continue until [Month Day, Year], unless earlier terminated in accordance with the terms herein.

2.2 Termination for Convenience. Either party may terminate this Contract for convenience upon thirty (30) days' written notice to the other party.

2.3 Termination for Cause. Either party may terminate this Contract immediately upon written notice to the other party if the other party:

• Breaches any material term or condition of this Contract and fails to cure such breach within ten (10) days after receipt of written notice of the breach.

• Becomes insolvent, files for bankruptcy, or ceases operations.

2.4 Effect of Termination. Upon termination of this Contract:

• The Client shall pay the Agency for all Services performed and expenses incurred up to the effective date of termination.

• The Agency shall deliver to the Client all completed deliverables and any work in progress as of the effective date of termination.

• Any licenses granted under this Contract shall immediately terminate.

3. Compensation and Payment Terms

3.1 Fees. The Client agrees to pay the Agency a fee of [$30,000] for the Services provided under this Contract. Payment shall be made according to the following schedule:

3.1.1 Initial Payment: [$10,000] due upon signing of this Contract.

• This payment secures the Agency's services and covers the initial setup, research, and strategy development phases of the project.

3.1.2 Midpoint Payment: [$10,000] due upon completion of the first phase of deliverables on [Month Day, Year].

• This payment will be made once the Agency has delivered the Campaign Brief, Content Calendar, and the initial set of Ad Creatives. The Client’s approval of these deliverables triggers this payment.

3.1.3 Final Payment: [$10,000] due upon completion of the project on [Month Day, Year].

• This final payment will be due after the Agency has completed all remaining deliverables, including final revisions to Ad Creatives, Performance Reports, and the conclusion of the campaign. The Client’s acceptance of these final deliverables will trigger the final payment.

3.2 Expenses. The Client shall reimburse the Agency for all pre-approved, reasonable, and necessary out-of-pocket expenses incurred by the Agency in the performance of the Services, including but not limited to travel, accommodations, and materials. Such expenses shall be billed to the Client at cost.

3.3 Late Payments. Any payments not made within thirty (30) days of the invoice date shall be subject to a late fee of [Percentage]% per month on the outstanding balance. If the Client fails to make payment within sixty (60) days, the Agency reserves the right to suspend Services until payment is made.

3.4 Taxes. The Client shall be responsible for the payment of all applicable taxes related to the Services provided under this Contract, excluding taxes on the Agency’s income.

4. Intellectual Property Rights

4.1 Ownership of Deliverables. Upon full payment of all fees and expenses, the Agency agrees to assign and transfer to the Client all right, title, and interest in and to the deliverables created under this Contract, including any copyrights, trademarks, or other intellectual property rights therein. The Agency shall retain ownership of any pre-existing intellectual property used in the deliverables.

4.2 License to Use Pre-Existing IP. To the extent that the deliverables incorporate any pre-existing intellectual property of the Agency, the Agency grants the Client a non-exclusive, royalty-free, perpetual license to use such intellectual property solely in connection with the deliverables.

4.3 Client Materials. The Client represents and warrants that it owns or has the necessary rights and licenses to use any materials provided to the Agency for inclusion in the deliverables ("Client Materials"). The Client shall indemnify and hold harmless the Agency from any claims arising out of the use of such Client Materials.

4.4 Third-Party Materials. Any third-party materials incorporated into the deliverables shall be licensed to the Client in accordance with the terms of the applicable third-party license agreement. The Agency shall not be responsible for obtaining or maintaining such licenses unless expressly agreed in writing.

5. Confidentiality

5.1 Definition of Confidential Information. For the purposes of this Contract, "Confidential Information" shall mean any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

5.2 Obligations of Confidentiality. The Receiving Party agrees:

• To maintain the confidentiality of the Confidential Information and to use it only for the purposes of fulfilling its obligations under this Contract.

• Not to disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.

• To take all reasonable measures to protect the confidentiality of the Confidential Information, including implementing appropriate safeguards and procedures.

5.3 Exclusions. Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the Receiving Party.

• Was known to the Receiving Party prior to disclosure by the Disclosing Party.

• Is independently developed by the Receiving Party without use of or reference to the Confidential Information.

• Is disclosed pursuant to a court order, subpoena, or other legal requirement, provided that the Receiving Party gives prompt notice to the Disclosing Party and cooperates in any efforts to limit the scope of such disclosure.

5.4 Return of Confidential Information. Upon termination of this Contract or at the request of the Disclosing Party, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession.

6. Representations and Warranties

6.1 Agency Representations. The Agency represents and warrants that:

• It has the full right, power, and authority to enter into this Contract and to perform its obligations hereunder.

• The Services shall be performed in a professional and workmanlike manner in accordance with industry standards.

• The deliverables shall not infringe upon the intellectual property rights of any third party.

6.2 Client Representations. The Client represents and warrants that:

• It has the full right, power, and authority to enter into this Contract and to perform its obligations hereunder.

• It has the necessary rights and licenses to provide the Client Materials to the Agency for use in the deliverables.

• The Client Materials shall not infringe upon the intellectual property rights of any third party.

7. Indemnification

7.1 Indemnification by Agency. The Agency agrees to indemnify, defend, and hold harmless the Client, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Any breach by the Agency of its representations, warranties, or obligations under this Contract.

• Any claim that the deliverables infringe upon the intellectual property rights of any third party.

7.2 Indemnification by Client. The Client agrees to indemnify, defend, and hold harmless the Agency, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Any breach by the Client of its representations, warranties, or obligations under this Contract.

• The use of the Client Materials in the deliverables.

8. Limitation of Liability

8.1 Limitation on Damages. Except for claims arising out of a party's gross negligence, willful misconduct, or breach of confidentiality obligations, in no event shall either party be liable to the other party for any indirect, incidental, consequential, or punitive damages, including loss of profits, revenue, or business opportunities, even if such damages are foreseeable.

8.2 Cap on Liability. The total liability of either party to the other party for any and all claims arising out of or related to this Contract shall not exceed the total amount of fees paid or payable to the Agency under this Contract.

9. Miscellaneous Provisions

9.1 Independent Contractor. The parties acknowledge and agree that the Agency is an independent contractor and not an employee, agent, or partner of the Client. The Agency shall have no authority to bind the Client or to act on behalf of the Client in any manner.

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

9.3 Dispute Resolution. Any disputes arising out of or relating to this Contract shall be resolved through binding arbitration in [City, State] in accordance with the rules of the American Arbitration Association. The prevailing party in any such arbitration shall be entitled to recover its reasonable attorneys' fees and costs.

9.4 Entire Agreement. This Contract constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and representations, whether oral or written.

9.5 Amendments. This Contract may not be amended or modified except in writing signed by both parties.

9.6 Assignment. Neither party may assign its rights or delegate its obligations under this Contract without the prior written consent of the other party, except that either party may assign this Contract to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

9.7 Severability. If any provision of this Contract is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

9.8 Waiver. The failure of either party to enforce any right or provision of this Contract shall not constitute a waiver of that right or provision or of any other right or provision.

9.9 Notices. Any notice required or permitted under this Contract shall be in writing and shall be deemed to have been duly given when delivered personally, sent by email with confirmation of receipt, or sent by certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may designate in writing:

For the Agency:

• [Your Company Name]

• [Your Company Address]

• [Your Company Email]

• Attn: [Your Name]

For the Client:

• [Your Partner Company Name]

• [Your Partner Company Address]

• [Your Partner Company Email]

• Attn: [Your Partner Company Name Contact]

9.10 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under this Contract if such delay or failure is due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, strikes, labor disputes, governmental regulations, or any other force majeure event.

9.11 Counterparts. This Contract may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic means (e.g., PDF) shall be considered binding for all purposes.

IN WITNESS WHEREOF, the parties hereto have executed this Professional Marketing Advertising Contract as of the date first above written.

[Your Company Name]

By:

[Your Name]

[Title]

[Month Day, Year]

[Your Partner Company Name]

By:

[Full Name]

[Title]

[Month Day, Year]

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