Service Agreement - Marketing (Arizona)

ARIZONA MARKETING AND ADVERTISING SERVICES AGREEMENT

USE GATE. Do not authorize a campaign until the Parties complete the
campaign, claims, channel, audience, rights, data, spend, risk, and launch
schedules. Add a tailored instrument for consumer finance, health, housing,
employment, children, alcohol, gaming, political activity, promotions,
subscriptions, telemarketing, public procurement, or another regulated
product, audience, or channel.

1. Parties and Agreement Control

Effective Date: [__/__/____]

Client

Legal name: [________________________________]

Entity type and formation jurisdiction: [________________________________]

Address: [________________________________]

Business contact: [________________________________]

Legal / approval contact: [________________________________]

Agency

Legal name: [________________________________]

Entity type and formation jurisdiction: [________________________________]

Address: [________________________________]

Account contact: [________________________________]

Privacy / security contact: [________________________________]

Each is a “Party”; together, the “Parties.”

Initial Campaign or SOW: [________________________________]

Initial term: [________________________________]

Currency: [________________________________]

2. Campaign Classification

For every Campaign, select and describe the applicable work.

2.1 Service Types

☐ Strategy, research, positioning, or naming

☐ Copy, design, audio, photography, animation, or video

☐ Website, landing page, application, or interactive experience

☐ Search, display, social, marketplace, or programmatic advertising

☐ Email, text, telephone, direct mail, or lead generation

☐ Public relations, media outreach, event, or crisis support

☐ Influencer, testimonial, endorsement, affiliate, or ambassador program

☐ Promotion, contest, sweepstakes, coupon, referral, or loyalty program

☐ Media planning, buying, trafficking, or optimization

☐ Analytics, attribution, research, testing, or audience modeling

☐ AI-assisted research, targeting, creation, editing, or personalization

2.2 Product, Audience, and Reach

Products or services promoted: [________________________________]

Audience and eligibility: [________________________________]

Geographic reach: [________________________________]

Languages and accessibility needs: [________________________________]

Regulated industry or claim type: [________________________________]

Required addenda or separate approvals: [________________________________]

Campaign counsel / clearance reviewer: [________________________________]

3. Agreement Documents and Precedence

This Agreement includes each checked item:

☐ Exhibit A — Campaign Brief and Statement of Work

☐ Exhibit B — Claims, Evidence, Disclosures, and Approvals Schedule

☐ Exhibit C — Channels, Audiences, Accounts, and Platforms Schedule

☐ Exhibit D — Fees, Tax, Media Spend, and Invoice Schedule

☐ Exhibit E — Deliverables, IP, Talent, and Third-Party Rights Schedule

☐ Exhibit F — Data, Privacy, Security, and AI Schedule

☐ Exhibit G — Metrics, Monitoring, Takedown, and Exit Schedule

☐ Exhibit H — Personnel, Insurance, Risk, and Dispute Schedule

☐ Signed media orders, platform authorizations, and change orders

Unless a signed document expressly identifies an override, conflicts are
resolved in this order:

1. A campaign-specific regulated-industry, promotion, talent, data, or channel addendum for its subject
2. A signed change order
3. Exhibits B through H for their subjects
4. The signed Campaign Brief or SOW for scope, Deliverables, budget, and schedule
5. This Agreement
6. An incorporated proposal only to the extent expressly identified

A platform term, insertion order, invoice, email, chat, brief, or approval
message changes this Agreement only if the signed amendment process gives it
that effect.

4. Definitions

“Campaign” means an identified initiative in a signed Exhibit A.

“Client Materials” means claims, product information, content, data, marks,
brand instructions, approvals, and other materials Client supplies.

“Deliverable” means a specific asset, plan, report, configuration, campaign
item, or other output identified in Exhibit A.

“Marketing Data” means the audience, contact, event, engagement, conversion,
analytics, attribution, survey, research, lead, and campaign data identified in
Exhibit F.

“Media Account” means an advertising, analytics, social, email, domain,
hosting, marketplace, or other account identified in Exhibit C.

“Third-Party Material” means content, data, software, font, music, image,
footage, model, tool, platform, or other item not owned and controlled by the
Party supplying it.

5. Campaign Brief and Services

No Campaign is authorized without a signed Exhibit A stating:

• Business objective and success definition
• Product, offer, material claims, price, terms, and disclosures
• Audience, eligibility, geography, language, and exclusions
• Channels, placements, dates, frequency, and budget
• Deliverables, versions, specifications, and due dates
• Client and Agency leads and approval authority
• Research, evidence, data, systems, accounts, and access
• Dependencies, assumptions, risks, and prohibited tactics
• Reporting, metrics, attribution, and decision cadence

Agency shall perform only the selected Services. Client retains control over its
product, offer, price, business practice, final claim, and launch decision except
where a signed schedule assigns a specific task to Agency.

6. Responsibilities and Approvals

6.1 Client Responsibilities

Client shall provide accurate and complete product information, claim evidence,
offer terms, audience restrictions, brand rules, data instructions, access, and
approvals assigned to Client.

6.2 Agency Responsibilities

Agency shall use qualified personnel, follow the signed brief and approval
process, identify known material conflicts or missing dependencies, protect
access credentials, and not launch unapproved material.

6.3 Approval Matrix

Exhibit B shall identify who approves:

☐ Strategy, product, offer, and audience

☐ Claims, evidence, qualifications, and disclosures

☐ Creative concept and final asset

☐ Talent, influencer, music, image, property, and location rights

☐ Media plan, budget, bid, frequency, and placement

☐ Data source, upload, match, segment, model, and measurement

☐ Translation, accessibility, and cultural review

☐ Launch, pause, correction, takedown, and relaunch

Ordinary approval period: [____] Business Days

Silence is not approval unless Exhibit B defines a reminder, a final decision
period, the exact deemed-approved item, and a person authorized to accept that
process. Approval of one asset does not approve a changed claim, format,
audience, placement, price, or offer.

7. Claims, Evidence, and Disclosures

Exhibit B shall list each material express or implied claim and identify:

• Exact wording and creative context
• Product, audience, channel, and geography
• Supporting evidence, owner, date, scope, and limitations
• Qualification or disclosure, including placement and duration

• Comparative, price, savings, performance, health, environmental, origin,
  testimonial, ranking, research, and survey basis

• Approval and expiration or revalidation date

Agency shall not invent a factual product claim unless the SOW assigns claim
development and Exhibit B supplies the evidence and review process. One Party's
approval does not erase a specific responsibility assigned to the other.

Claim correction and withdrawal process: [________________________________]

8. Channels, Contacts, and Audiences

For each channel, Exhibit C shall identify:

• Account owner, administrator, funding source, and access
• Audience source, selection, exclusions, suppression, and refresh cadence
• Required permission, preference, consent, and opt-out records
• Sender, caller, advertiser, page, domain, and return-path identity
• Platform category, targeting, creative, landing-page, and placement limits
• Frequency, timing, geography, device, and delivery controls
• Complaint, bounce, block, abuse, and do-not-contact handling
• Pixel, tag, SDK, upload, matching, clean-room, and conversion activity

No contact list, audience, custom segment, pixel, tag, SDK, lookalike model, or
automated outreach may be used unless its source, purpose, permissions, owner,
exclusions, and approval are documented.

Suppression and preference owner: [________________________________]

High-risk channel review: [________________________________]

9. Deliverables, Changes, and Acceptance

9.1 Deliverable Record

Exhibit A shall state format, dimensions, duration, copy, language, versions,
source files, repository, specifications, criteria, and due dates.

9.2 Change Control

Before approving a change, the Parties shall record its effect on scope, claims,
clearance, Deliverables, channels, data, media, schedule, fees, expenses, and
rights. No change is effective until approved through the agreed signed process.

9.3 Review and Acceptance

Review period: [____] Business Days

Client shall issue Acceptance, Conditional Acceptance with a punch list, or a
Deficiency Notice identifying the failed objective criterion.

Acceptance by silence or use applies only if Exhibit A states a written reminder,
additional decision period, exact consequence, and authorized recipient.

Included revision rounds: [____]

Correction, retest, and out-of-scope rates: [________________________________]

10. Media Accounts, Spend, and Vendors

Exhibits C and D shall identify:

☐ Client-owned Media Accounts

☐ Agency-owned accounts approved for temporary use

☐ Direct Client payment to vendors

☐ Agency advance or pass-through of media spend

☐ Commission, markup, rebate, credit, incentive, or volume benefit

Budget by channel and period: [________________________________]

Bid, daily-spend, and overage authority: [________________________________]

Refund, credit, rebate, and makegood treatment: [________________________________]

Account, audience, pixel, and historical-data transfer at exit: [________________________________]

Agency shall disclose any material economic interest or compensation in a
vendor or placement as assigned in Exhibit D.

11. Fees, Tax, Expenses, and Invoicing

11.1 Fee Model

☐ Fixed project fee

☐ Retainer

☐ Time and materials

☐ Media commission or markup

☐ Performance fee after separate metric and compliance review

☐ Other: [________________________________]

Invoice event and frequency: [________________________________]

Required support: [________________________________]

Payment period: [____] days after [________________________________]

Client shall timely pay undisputed amounts and identify a good-faith dispute,
amount, and basis within [____] days.

Expense and third-party-cost preapproval: [________________________________]

11.2 Tax Treatment

The Parties shall complete Exhibit D after transaction-specific tax review.

☐ Fees include identified taxes

☐ Identified taxes are separately stated

☐ Client will supply identified exemption or deduction documentation

☐ Each Party bears taxes imposed on its own income, property, personnel, and operations

No state, local, service, media, nexus, exemption, deduction, or rate conclusion
is part of this Agreement unless Exhibit D states it after review.

11.3 Late Charge

☐ None

☐ Rate, base, compounding, grace, and maximum in Exhibit D after counsel review

12. Intellectual Property and Third-Party Rights

Each Party retains its preexisting materials and rights. Exhibit E shall identify
Client Materials and Agency background materials used in each Deliverable.

For each Deliverable, select:

☐ Client ownership by signed assignment after the stated payment event

☐ Agency ownership with a defined Client license

☐ Divided ownership by component

☐ Limited campaign-use license only

Exhibit E shall address drafts, source and editable files, unused concepts,
templates, fonts, music, images, footage, software, data, AI output, repositories,
publicity and moral-right permissions, and further assurances.

Talent, Influencers, and Other Releases

For each person, creator, influencer, affiliate, location, property, mark, work,
music track, or image, record territory, media, term, paid use, edits,
exclusivity, disclosures, fees, approval, renewal, and proof.

No portfolio, case study, award entry, testimonial, logo, or public reference use
is permitted unless Exhibit E authorizes it.

13. Data, Privacy, Security, and AI

Exhibit F shall identify each Marketing Data category, source, individual or
audience, purpose, Party role, channel, platform, location, access, retention,
deletion, and approved recipient.

Agency may process Marketing Data only for the purposes and instructions in
Exhibit F. It may not sell, share, combine, enrich, retain, reuse, or train a
model on Marketing Data unless the schedule expressly permits the use and states
its conditions.

Selected security controls and evidence: [________________________________]

Incident definition, escalation, and notice: [________________________________]

Subprocessors, providers, and locations: [________________________________]

Return, retention, deletion, and proof: [________________________________]

AI and Automation

Exhibit F shall identify each model and provider, version, input, output,
training and retention treatment, human review, factual and rights review,
prohibited content, brand risk, evaluation, disclosure, change, and disable
control.

Agency shall not upload confidential, unreleased, personal, or rights-restricted
material to an AI service unless Exhibit F authorizes the provider, purpose,
data treatment, and review.

14. Performance, Reporting, and Metrics

Exhibit G shall define each metric, data source, attribution window, exclusions,
baseline, calculation, reporting frequency, owner, audit right, and decision use.

Agency does not guarantee sales, revenue, ranking, reach, engagement, leads,
conversion, media price, or platform availability unless Exhibit G states an
objective commitment and its assumptions.

Dashboard and source access: [________________________________]

Invalid traffic, fraud, duplicates, and test activity: [________________________________]

Performance-fee calculation and audit: [________________________________]

15. Monitoring, Complaints, Takedown, and Correction

Exhibit G shall assign responsibility for active Campaigns, comments,
complaints, platform notices, claim challenges, rights complaints, data issues,
security incidents, inaccurate prices, expired offers, and changed facts.

Escalation contacts: [________________________________]

Pause or takedown authority: [________________________________]

Emergency action without prior approval: [________________________________]

Correction, notice, retraction, and relaunch: [________________________________]

Evidence preservation: [________________________________]

An urgent protective pause does not decide ultimate fault or cost allocation.

16. Confidentiality

“Confidential Information” means nonpublic commercial, financial, creative,
technical, data, security, or operational information marked confidential or
reasonably understood as confidential in context. It excludes information the
recipient can document was independently developed, rightfully known without
duty, rightfully received from another source, or public without breach.

The recipient shall use Confidential Information only for this Agreement,
protect it with at least reasonable care, and disclose it only to persons who
need it and are bound to protect it. Legally compelled disclosure may be made
after legally permitted notice and reasonable cooperation.

Ordinary term: [____] years

Embargoed launch, trade-secret, and sensitive-data treatment: [________________________________]

Return or deletion procedure: [________________________________]

17. Personnel, Vendors, and Independent Parties

Agency is responsible for selecting, directing, compensating, and supervising
its personnel except for Client site, account, security, and Campaign
requirements expressly stated in a schedule.

☐ Subcontracting prohibited

☐ Identified subcontracting permitted with notice

☐ Prior written approval required

Approved vendors and subcontractors: [________________________________]

Exhibit H shall state qualification, screening, confidentiality, IP, data,
security, insurance, location, and flow-down requirements. The Parties are
independent contracting parties; that label does not decide the legal status of
every individual worker or representative.

18. Warranties

18.1 Selected Express Warranties

Agency warrants only the selected completed promises:

☐ Services conform materially to the Campaign Brief standard

☐ Deliverables conform materially to objective criteria for [____] days

☐ Agency has the rights needed for Agency-supplied Third-Party Materials

☐ Agency will follow approvals and restrictions assigned to it

☐ Other: [________________________________]

Client warrants only the selected completed promises:

☐ Client-supplied factual claims are supported by Exhibit B evidence

☐ Client has the rights needed for Client Materials

☐ Client will follow approvals and restrictions assigned to it

☐ Other: [________________________________]

Correction, replacement, re-performance, credit, or refund order: [________________________________]

18.2 Optional Disclaimer

☐ Except for the express warranties selected in this Agreement, each Party
disclaims warranties not expressly stated, including merchantability and fitness
for a particular purpose, to the extent the completed transaction permits.

19. Indemnity, Liability, and Insurance

No indemnity applies unless Exhibit H identifies indemnified persons, covered
third-party claims, the required connection to conduct, exclusions, defense
control, counsel, notice, cooperation, settlement, costs, and interaction with
liability limits.

☐ Agency indemnity: [________________________________]

☐ Client indemnity: [________________________________]

☐ Mutual indemnity: [________________________________]

☐ No contractual indemnity

19.1 Liability Selection

☐ No contractual aggregate cap

☐ Aggregate cap of $[________________________________]

☐ Aggregate cap calculated as [________________________________]

Claims outside the cap: [________________________________]

☐ No contractual damage-category exclusion

☐ Defined excluded categories and exceptions: [________________________________]

Exhibit H should address media spend, production, takedown, replacement creative,
rights claims, data response, platform suspension, customer communication, and
correction costs.

19.2 Insurance

Insurance changes contractual liability only if Exhibit H expressly says so.

20. Term, Suspension, Termination, and Exit

☐ Fixed term ending [__/__/____]

☐ Continues until terminated

☐ Renews under Exhibit G

Payment cure period: [____] days

Other material-default cure period: [____] days

☐ No convenience termination

☐ Client Campaign termination on [____] days' notice

☐ Either Party Agreement termination on [____] days' notice

A Campaign may be paused only under the ground, authority, notice, emergency,
cost, and restoration rules in Exhibit G.

At exit, record active Campaigns, media commitments, work in progress, fees,
Client Materials, Deliverables, accounts, audiences, pixels, data, domains,
credentials, vendor contracts, talent rights, takedowns, transition, and
outstanding claims or incidents.

Transition assistance and rates: [________________________________]

21. Risk and Dispute Schedule

21.1 Governing Law

☐ Arizona law selected, excluding conflict rules, subject to mandatory law and
valid conflict-of-laws analysis

☐ Other counsel-approved selection: [________________________________]

21.2 Escalation

Account leads shall meet within [____] days after written dispute notice. If
unresolved, executives with settlement authority shall meet within [____]
additional days. Time-sensitive relief is not delayed by escalation.

21.3 Forum

☐ Courts in [________________] County, Arizona, subject to jurisdiction and mandatory venue

☐ Nonexclusive court forum: [________________________________]

☐ Mediation followed by court litigation

☐ Counsel-approved arbitration addendum stating administrator, rules, seat,
arbitrator count and selection, scope, provisional relief, confidentiality,
fees, and award procedure

21.4 Jury and Fees

☐ No contractual jury waiver

☐ Separate counsel-approved jury-waiver addendum attached and initialed

☐ Each Party bears its own fees and costs except as otherwise required

☐ Defined prevailing-party term in Exhibit H

22. General Terms

Client notice contact: [________________________________]

Agency notice contact: [________________________________]

Approved methods and effective event: [________________________________]

Neither Party may assign without the other's prior written consent except as
expressly permitted here: [________________________________]. No assignment
releases the assigning Party unless agreed in writing.

This Agreement and incorporated documents are the complete agreement about the
Services. An amendment must be in writing, identify the change, and be signed by
authorized representatives.

A waiver must be in writing and applies only to the stated instance. If a
provision cannot be enforced as written, the Parties request enforcement to the
maximum extent permitted consistent with their documented allocation; the
remaining terms continue if the essential bargain remains workable.

Signature Method

☐ Wet ink

☐ Approved electronic-signature platform: [________________________________]

☐ Other authenticated method: [________________________________]

No third party benefits from this Agreement except an indemnified person
expressly identified in Exhibit H. Accrued payment, rights, confidentiality,
data, IP, indemnity, liability, exit, and dispute terms survive only to the
extent stated or required by their nature.

23. Signatures

Client

Legal name: [________________________________]

By: [________________________________]

Printed name and title: [________________________________]

Date: [__/__/____]

Agency

Legal name: [________________________________]

By: [________________________________]

Printed name and title: [________________________________]

Date: [__/__/____]

Exhibit A — Campaign Brief and Statement of Work

Campaign and objective: [________________________________]

Product, offer, audience, and geography: [________________________________]

Services and exclusions: [________________________________]

Channels and flight dates: [________________________________]

Dependencies, assumptions, and risks: [________________________________]

Exhibit B — Claims, Evidence, Disclosures, and Approvals

Claims and evidence: [________________________________]

Qualifications, disclosures, and offer terms: [________________________________]

Legal and industry review: [________________________________]

Translation, accessibility, and cultural review: [________________________________]

Talent, influencer, property, music, image, and other releases: [________________________________]

Approval matrix and timing: [________________________________]

Exhibit C — Channels, Audiences, Accounts, and Platforms

Channels and platform rules: [________________________________]

Accounts, owners, administrators, and funding: [________________________________]

Audience sources, permissions, exclusions, and suppression: [________________________________]

Pixels, tags, SDKs, matching, and conversion data: [________________________________]

Exit transfer: [________________________________]

Exhibit D — Fees, Tax, Media Spend, and Invoices

Fees and rate card: [________________________________]

Media budget and authority: [________________________________]

Commission, markup, rebate, credit, and refund treatment: [________________________________]

Tax review and documents: [________________________________]

Invoices, payment, disputes, expenses, and late charges: [________________________________]

Exhibit E — Deliverables, IP, Talent, and Third-Party Rights

Background materials: [________________________________]

Deliverable ownership or license by component: [________________________________]

Third-Party Materials and license limits: [________________________________]

Talent, influencer, location, property, music, and image rights: [________________________________]

Source files, repositories, publicity, and portfolio use: [________________________________]

Exhibit F — Data, Privacy, Security, and AI

Data inventory, source, purpose, role, and location: [________________________________]

Permissions, preferences, requests, retention, and deletion: [________________________________]

Security controls, incidents, providers, and evidence: [________________________________]

AI providers, inputs, outputs, training, review, and disclosure: [________________________________]

Exhibit G — Metrics, Monitoring, Takedown, and Exit

Metrics, sources, attribution, and audit: [________________________________]

Monitoring and complaint ownership: [________________________________]

Pause, takedown, correction, and relaunch: [________________________________]

Account, data, creative, vendor, and media exit plan: [________________________________]

Exhibit H — Personnel, Insurance, Risk, and Dispute

Personnel, vendors, and flow-down requirements: [________________________________]

Warranties and remedies: [________________________________]

Indemnity and defense procedure: [________________________________]

Liability limits, exclusions, and exceptions: [________________________________]

Insurance: [________________________________]

Governing law, forum, dispute process, jury, and fees: [________________________________]