Free Professional Marketing Agreement

This Professional Marketing Agreement ("Agreement") is made and entered into as of [Month Day, Year], by and between:

[Your Company Name], a [State] corporation, with its principal place of business at [Your Company Address] ("Company"), and

[Client's Name], a [Client's State] corporation, with its principal place of business at [Client's Address] ("Client").

WHEREAS, Company is engaged in the business of providing marketing services and Client desires to engage Company to perform such services;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties hereto agree as follows:

1. Services

1.1 Scope of Services: Company agrees to provide Client with marketing services as described in [Exhibit A] (the "Services"). These Services may include, but are not limited to, market research, advertising, branding, digital marketing, social media management, and public relations.

1.2 Modifications: Any changes or additions to the Services must be made in writing and signed by both parties. Any additional services requested by Client that are not listed in [Exhibit A] will be subject to additional charges.

2. Term and Termination

2.1 Term: This Agreement will commence on [Month Day, Year] and will continue until [Month Day, Year], unless earlier terminated as provided herein.

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 materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice of such breach.

2.4 Effect of Termination: Upon termination of this Agreement, Company will cease providing the Services, and Client will pay Company for all Services performed up to the date of termination. The provisions of Sections 3, 4, 5, 7, and 8 shall survive any termination of this Agreement.

3. Compensation

3.1 Fees: Client agrees to pay Company for the Services as outlined in [Exhibit B] (the "Fees"). The Fees shall be paid in accordance with the payment schedule set forth in [Exhibit B].

3.2 Expenses: Client will reimburse Company for all reasonable out-of-pocket expenses incurred in connection with the performance of the Services, including but not limited to travel, lodging, and materials, provided that such expenses have been pre-approved by Client.

3.3 Invoices: Company will submit invoices to Client on a [Quarterly] basis. Payment is due within thirty (30) days of receipt of an invoice.

3.4 Late Payment: Any amounts not paid when due will bear interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate allowed by law, whichever is less.

4. Confidentiality

4.1 Confidential Information: Each party agrees to maintain the confidentiality of any non-public, proprietary, or confidential information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that (i) is or becomes publicly available without breach of this Agreement; (ii) was in the possession of the receiving party prior to disclosure by the disclosing party; or (iii) is independently developed by the receiving party without use of or reference to the Confidential Information.

4.2 Use and Disclosure: Each party agrees to use Confidential Information solely for the purpose of performing its obligations under this Agreement and not to disclose such Confidential Information to any third party without the prior written consent of the disclosing party.

5. Intellectual Property

5.1 Ownership: All intellectual property rights, including but not limited to copyrights, trademarks, and patents, created or developed by Company in the course of providing the Services shall be the sole property of Company, unless otherwise agreed in writing.

5.2 License: Company grants Client a non-exclusive, non-transferable license to use any deliverables provided by Company under this Agreement solely for its internal business purposes.

6. Representations and Warranties

6.1 Company’s Representations: Company represents and warrants that (i) it has the right to enter into this Agreement and perform the Services; (ii) the Services will be performed in a professional and workmanlike manner in accordance with industry standards; and (iii) the Services will not infringe any third-party intellectual property rights.

6.2 Client’s Representations: Client represents and warrants that (i) it has the right to enter into this Agreement; (ii) it will provide Company with accurate and complete information necessary for the performance of the Services; and (iii) it will cooperate with Company and provide timely feedback as required.

7. Limitation of Liability

7.1 Exclusion of Damages: Neither party shall be liable to the other for any consequential, incidental, indirect, special, or punitive damages arising out of or related to this Agreement, regardless of the form of action.

7.2 Liability Cap: The total liability of either party for any claim arising out of or related to this Agreement shall not exceed the total Fees paid by Client to Company under this Agreement.

8. Indemnification

8.1 Indemnity by Company: Company agrees to indemnify, defend, and hold harmless Client from and against any claims, damages, liabilities, and expenses arising out of or related to any breach of this Agreement by Company or any claim that the Services infringe any third-party intellectual property rights.

8.2 Indemnity by Client: Client agrees to indemnify, defend, and hold harmless Company from and against any claims, damages, liabilities, and expenses arising out of or related to any breach of this Agreement by Client or any claim arising from Client’s use of the deliverables.

9. Miscellaneous

9.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflicts of law principles.

9.2 Dispute Resolution: Any disputes arising under this Agreement shall be resolved through mediation. If mediation is unsuccessful, disputes shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association.

9.3 Entire Agreement: This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.

9.4 Amendments: This Agreement may be amended only by a written agreement signed by both parties.

9.5 Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Company may assign this Agreement to any successor in interest in the event of a merger or acquisition.

9.6 Notices: All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or sent by certified mail, return receipt requested, or by a nationally recognized overnight courier to the addresses set forth above.

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

9.8 Waiver: The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

[Marketing Company Name]

By:

[Your Name]

[Title]

[Month Day, Year]

[Client's Name]

By:

[Full Name]

[Title]

[Month Day, Year]

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