California Marketing and Advertising Services Agreement

CALIFORNIA MARKETING AND ADVERTISING SERVICES AGREEMENT

Governed by California Law — Addressing UCL, False Advertising, CCPA/CPRA, and Non-Compete Prohibition

CALIFORNIA-SPECIFIC NOTICE

This Agreement is governed by California law and incorporates the following California-specific requirements:

• CALIFORNIA UNFAIR COMPETITION LAW (Bus. & Prof. Code § 17200 et seq.): Prohibits any "unlawful, unfair, or fraudulent business act or practice" and deceptive advertising. Remedies include injunctive relief and restitution. Marketing materials created under this Agreement must not violate the UCL.

• CALIFORNIA FALSE ADVERTISING LAW (Bus. & Prof. Code § 17500 et seq.): Prohibits untrue or misleading statements in advertising. Service Provider must ensure all advertising content is truthful and not likely to deceive.

• CONSUMER LEGAL REMEDIES ACT (Civ. Code § 1750 et seq.): Provides consumers with a private right of action for specified deceptive practices. CLRA rights cannot be waived (Civ. Code § 1751). Marketing directed at California consumers must comply.

• CCPA/CPRA (Civ. Code § 1798.100 et seq.): If marketing campaigns collect, use, or share Personal Information of California residents, compliance with the CCPA/CPRA is mandatory, including honoring opt-out requests and providing privacy notices.

• CALIFORNIA RIGHT OF PUBLICITY (Civ. Code § 3344): Use of any person's name, voice, signature, photograph, or likeness in advertising requires written consent. California provides both a statutory right (Civ. Code § 3344) and a common law right of publicity.

• NON-COMPETE BAN (Bus. & Prof. Code § 16600): This Agreement does not restrict either Party from competing during or after the engagement.

• AB 5 / INDEPENDENT CONTRACTOR (Lab. Code § 2775): If Service Provider is an individual or small firm, the ABC test applies, though marketing professional services may qualify for an exemption under Lab. Code § 2778(b)(4).

AGREEMENT

This California Marketing and Advertising Services Agreement ("Agreement") is entered into as of [__/__/____] ("Effective Date") by and between:

CLIENT:
Name: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
Principal Address: [________________________________]
Industry/Sector: [________________________________]

SERVICE PROVIDER:
Name: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
Principal Address: [________________________________]
CA Business License No. (if applicable): [________________________________]

(each a "Party" and together, the "Parties")

RECITALS

A. Client desires to retain Service Provider to perform marketing, advertising, and related services.

B. Service Provider is a professional marketing services firm qualified to perform the Services under California law.

C. The Parties acknowledge that marketing materials must comply with California's Unfair Competition Law, False Advertising Law, Consumer Legal Remedies Act, and CCPA/CPRA.

D. The Parties intend that Service Provider perform the Services as an independent contractor consistent with California Labor Code requirements.

ARTICLE 1 — DEFINITIONS

"Acceptance Criteria" means the deliverable specifications and success metrics set forth in each SOW.

"Applicable Law" means all California and federal statutes, regulations, and guidelines, including the California Business and Professions Code, Civil Code, Labor Code, the FTC Act, CAN-SPAM Act, TCPA, and FTC Endorsement Guides (16 CFR Part 255).

"Campaign" means a defined marketing initiative described in a Statement of Work.

"CCPA/CPRA" means the California Consumer Privacy Act (Cal. Civ. Code § 1798.100 et seq.) as amended by the California Privacy Rights Act and all implementing regulations.

"Client Materials" means all information, content, data, trademarks, logos, and materials provided by Client.

"Confidential Information" means non-public information designated as confidential or reasonably understood to be confidential.

"Deliverables" means all work product, materials, reports, creative concepts, media plans, copy, graphics, videos, and other items to be delivered under a SOW.

"Personal Information" has the meaning set forth in Cal. Civ. Code § 1798.140(v).

"Services" means the marketing and advertising services described in each SOW.

"Statement of Work" or "SOW" means a document describing a Campaign, Deliverables, timeline, and pricing, signed by both Parties.

ARTICLE 2 — SCOPE OF SERVICES

2.1 Engagement. Client retains Service Provider to perform the Services in accordance with this Agreement and each SOW.

2.2 Statements of Work. Each SOW becomes part of this Agreement when signed by both Parties. If a SOW conflicts with this Agreement, the SOW controls only for that specific Campaign.

2.3 Performance Standards. Service Provider shall:
(a) Perform Services in a professional manner consistent with California marketing industry standards;
(b) Comply with all Applicable Law, including:

• California Unfair Competition Law (Bus. & Prof. Code § 17200 et seq.)
• California False Advertising Law (Bus. & Prof. Code § 17500 et seq.)
• Consumer Legal Remedies Act (Civ. Code § 1750 et seq.)
• FTC Act § 5 (prohibiting unfair or deceptive practices)
• FTC Endorsement Guides (16 CFR Part 255)
• CAN-SPAM Act (15 U.S.C. § 7701 et seq.)
• TCPA (47 U.S.C. § 227) for telemarketing and text messaging
• CCPA/CPRA for data collection and targeting practices

2.4 California-Specific Advertising Requirements.

(a) Truthfulness. All marketing materials must be truthful and not likely to deceive members of the public. Under the UCL's "fraudulent" prong, intent to deceive is not required; mere likelihood of deception suffices.

(b) Substantiation. Claims made in advertising must be substantiated before dissemination, consistent with FTC and California requirements.

(c) Endorsements and Testimonials. All endorsements must reflect genuine opinions; material connections between endorsers and Client must be clearly disclosed per FTC Endorsement Guides and California law.

(d) Made in California / USA Claims. Any "Made in California" or "Made in USA" claims must comply with Cal. Bus. & Prof. Code § 17533.7 and FTC standards.

(e) Environmental Marketing Claims. "Green" or environmental claims must comply with Cal. Bus. & Prof. Code § 17580 et seq. and FTC Green Guides (16 CFR Part 260).

(f) Right of Publicity. Any use of an individual's name, voice, photograph, signature, or likeness in marketing materials requires prior written consent as mandated by Cal. Civ. Code § 3344. Violation is subject to actual damages or $750 statutory damages plus profits and attorney fees.

2.5 Subcontractors. Service Provider may not subcontract without Client's prior written consent. Service Provider remains fully responsible for subcontractor performance and compliance.

2.6 Changes. Changes to a SOW require a written change order signed by both Parties.

ARTICLE 3 — TERM AND TERMINATION

3.1 Initial Term. Commences on the Effective Date and continues for [________________________________] ("Initial Term").

3.2 Renewal. Automatically renews for successive [________________________________] periods unless either Party provides [____] days' written notice of non-renewal.

3.3 Termination for Convenience. Either Party may terminate on [____] days' written notice.

3.4 Termination for Cause. Either Party may terminate immediately if:
(a) The other Party materially breaches and fails to cure within [____] days after notice;
(b) The other Party becomes insolvent or files for bankruptcy; or
(c) Service Provider's marketing activities result in a California or federal regulatory enforcement action against Client.

3.5 Transition Assistance. For [____] days following termination, Service Provider shall provide reasonable transition assistance at [☐ no charge / ☐ $[________________________________] per hour] to facilitate orderly transfer of Campaigns, Deliverables, and accounts.

3.6 Effect of Termination.
(a) Client shall pay for Services performed and approved expenses through the termination date;
(b) Service Provider shall deliver all completed and in-progress Deliverables;
(c) Each Party shall return or destroy the other's Confidential Information;
(d) Sections 5 (as to accrued amounts), 6, 7, 8, 9, 10, 11, 12, and 13 survive.

ARTICLE 4 — INDEPENDENT CONTRACTOR STATUS (AB 5 COMPLIANCE)

4.1 Independent Contractor. Service Provider is an independent contractor, not an employee of Client.

4.2 AB 5 / ABC Test. The Parties intend this engagement to satisfy Cal. Lab. Code § 2775 (ABC test) or qualify for the marketing professional services exemption under Cal. Lab. Code § 2778(b)(4). Specifically:

(a) Prong A: Service Provider is free from Client's control and direction in performing the Services. Client specifies desired results, not methods.

(b) Prong B: Marketing services are outside Client's usual course of business, OR Service Provider qualifies for the marketing professional services exemption under § 2778(b)(4), in which case the S.G. Borello & Sons, Inc. v. Department of Industrial Relations (1989) 48 Cal.3d 341 multi-factor test applies.

(c) Prong C: Service Provider is customarily engaged in an independently established marketing business, serving multiple clients.

4.3 Tax Responsibilities. Service Provider is solely responsible for all tax obligations. Client shall issue IRS Form 1099-NEC as required.

ARTICLE 5 — FEES, EXPENSES, AND TAXES

5.1 Fees. Client shall pay Fees as specified in each SOW:

☐ Retainer: $[________________________________] per month
☐ Project fee: $[________________________________]
☐ Commission: [____]% of media spend
☐ Performance-based: [________________________________]
☐ Hourly: $[________________________________] per hour

5.2 Media Spend. If Service Provider manages media buying, Client shall pre-fund media accounts or reimburse media costs within [____] days of invoice. Media costs are separate from and in addition to Service Fees.

5.3 Invoicing and Payment. Service Provider shall invoice [☐ monthly / ☐ per SOW milestone]. Client shall pay undisputed invoices within [____] days of receipt.

5.4 Late Payment. Overdue amounts accrue interest at [____]% per month, not exceeding the maximum rate under Cal. Const. Art. XV, § 1 (the greater of 10% per annum or the Federal Reserve Bank of San Francisco discount rate plus 5%).

5.5 Taxes. Marketing services are generally not subject to California sales tax (services are not tangible personal property). However, if Deliverables include tangible items (e.g., printed materials, physical merchandise), California sales tax applies to those items.

5.6 Expenses. Client shall reimburse pre-approved out-of-pocket expenses with documentation.

ARTICLE 6 — DELIVERABLES AND ACCEPTANCE

6.1 Review Period. Client shall review each Deliverable within [____] Business Days of receipt and either accept or reject with written specifics.

6.2 Deemed Acceptance. Absent timely rejection, Deliverables are deemed accepted.

6.3 Cure. Upon rejection, Service Provider shall cure within [____] Business Days and resubmit.

6.4 Campaign Performance Disclaimer. Service Provider does not guarantee specific marketing results, conversion rates, or return on investment. Marketing performance depends on market conditions, Client's products/services, competitive landscape, and consumer behavior, among other factors beyond Service Provider's control.

ARTICLE 7 — INTELLECTUAL PROPERTY

7.1 Client Ownership of Deliverables. Upon full payment, all Deliverables created specifically for Client under a SOW are Client's property. To the extent permissible under California law, Deliverables are "works made for hire" under the Copyright Act (17 U.S.C. § 101). To the extent they are not, Service Provider irrevocably assigns all rights to Client.

7.2 Background IP. Each Party retains rights in its pre-existing IP. Service Provider grants Client a perpetual, royalty-free, non-exclusive license to use Service Provider's background IP solely as incorporated in the Deliverables.

7.3 Client Materials License. Client grants Service Provider a limited, non-exclusive license to use Client Materials solely to perform the Services.

7.4 Third-Party Materials. Service Provider shall obtain all necessary licenses for third-party materials (stock photos, fonts, music, etc.) incorporated in Deliverables and shall disclose license terms and any usage restrictions.

7.5 Moral Rights. Service Provider waives moral rights in the Deliverables to the maximum extent permitted by California and federal law.

7.6 Right of Publicity Clearances. Service Provider shall obtain written consent (in compliance with Cal. Civ. Code § 3344) from any individual whose name, voice, photograph, or likeness is used in marketing materials, and shall provide copies of such consent to Client.

7.7 No Non-Compete on Creative Work. Per Cal. Bus. & Prof. Code § 16600, nothing in this Agreement prevents Service Provider from creating similar creative work for other clients, provided Service Provider does not use Client's Confidential Information or Client Materials.

ARTICLE 8 — CALIFORNIA ADVERTISING LAW COMPLIANCE

8.1 UCL Compliance Covenant. Service Provider covenants that no marketing materials created under this Agreement will constitute an "unlawful, unfair, or fraudulent business act or practice" under Bus. & Prof. Code § 17200 et seq. Service Provider shall:

(a) Ensure all advertising claims are truthful and substantiated;
(b) Avoid practices that are likely to deceive a reasonable consumer;
(c) Not engage in practices that violate any other California or federal law (the "unlawful" prong of the UCL).

8.2 False Advertising Law Compliance. Per Bus. & Prof. Code § 17500, Service Provider shall not disseminate any statement regarding Client's products or services that is "untrue or misleading, and which is known, or which by the exercise of reasonable care should be known, to be untrue or misleading."

8.3 CLRA Compliance. Marketing campaigns directed at California consumers must not engage in any of the prohibited practices enumerated in Civ. Code § 1770, including:
(a) Misrepresenting the source, sponsorship, or characteristics of goods or services;
(b) Making false representations of the existence or amount of price reductions;
(c) Advertising goods or services with intent not to sell as advertised (bait and switch);
(d) Representing that a transaction involves rights or remedies that it does not.

8.4 Digital Advertising and Privacy.

(a) CCPA/CPRA Compliance. If marketing campaigns involve collecting, using, or sharing Personal Information of California residents (including cookies, pixel tracking, device identifiers, or behavioral data), Service Provider shall:

• Ensure proper privacy notices are displayed;
• Honor consumer opt-out requests, including "Do Not Sell or Share My Personal Information";
• Comply with CCPA/CPRA requirements for cross-context behavioral advertising;
• Assist Client with ADMT risk assessments under the 2026 CPPA regulations if marketing uses automated decision-making.

(b) CalOPPA. If marketing includes a website or online service directed at California consumers, the California Online Privacy Protection Act (Bus. & Prof. Code § 22575 et seq.) requires a conspicuous privacy policy.

(c) CAN-SPAM Compliance. Email marketing must comply with the CAN-SPAM Act, including: accurate header information, non-deceptive subject lines, clear identification as an advertisement, opt-out mechanism, and physical postal address.

(d) TCPA Compliance. Text message marketing and telemarketing must comply with the TCPA (47 U.S.C. § 227), including obtaining proper consent, maintaining do-not-call lists, and complying with calling time restrictions.

(e) Children's Privacy. If marketing targets minors, compliance with COPPA (15 U.S.C. § 6501 et seq.) and the California Age-Appropriate Design Code Act (Civ. Code § 1798.99.28 et seq.) is required.

8.5 Influencer and Endorsement Compliance. If Campaigns include influencer marketing:
(a) All material connections must be clearly disclosed per FTC Endorsement Guides (16 CFR Part 255);
(b) Endorsements must reflect genuine opinions and experiences;
(c) Service Provider shall ensure influencers comply with disclosure requirements and maintain documentation of compliance.

8.6 Regulatory Liability Allocation. If any marketing material created by Service Provider under this Agreement results in a regulatory enforcement action or investigation by the California Attorney General, FTC, or any other regulatory body:
(a) Service Provider shall cooperate fully with Client's response;
(b) To the extent the violation resulted from Service Provider's failure to comply with this Article 8, Service Provider shall bear the costs of response and remediation;
(c) To the extent the violation resulted from Client-approved content or Client-provided information, Client shall bear such costs.

ARTICLE 9 — DATA PRIVACY (CCPA/CPRA)

9.1 Service Provider Status. To the extent Service Provider processes Personal Information on behalf of Client, Service Provider acts as a "Service Provider" under Cal. Civ. Code § 1798.140(ag) and shall:

(a) Process Personal Information only for the business purposes specified in the SOW;
(b) Not sell or share Personal Information (per Cal. Civ. Code § 1798.140(ah) and (ad));
(c) Not retain, use, or disclose Personal Information outside the scope of this Agreement;
(d) Implement reasonable security procedures (Cal. Civ. Code § 1798.81.5);
(e) Notify Client within [____] hours of any security breach (Cal. Civ. Code § 1798.82);
(f) Cooperate with consumer rights requests (know, delete, correct, opt-out);
(g) Provide annual compliance certifications;
(h) Comply with the 2026 CPPA regulations regarding ADMT and cybersecurity.

9.2 Cross-Context Behavioral Advertising. If marketing campaigns use cross-context behavioral advertising (as defined in Cal. Civ. Code § 1798.140(k)), Service Provider shall ensure appropriate disclosures and opt-out mechanisms are in place.

9.3 Data Minimization. Service Provider shall collect and process only the minimum amount of Personal Information necessary to perform the Services.

9.4 Subcontractor Flow-Down. Service Provider shall impose equivalent CCPA/CPRA obligations on any subcontractor processing Personal Information.

ARTICLE 10 — CONFIDENTIALITY AND TRADE SECRETS

10.1 Obligations. The Receiving Party shall: (a) protect Confidential Information with at least reasonable care; (b) use it solely to perform under this Agreement; (c) disclose only to personnel with a need to know bound by comparable obligations.

10.2 California Trade Secrets Act. Information qualifying as a "trade secret" under Cal. Civ. Code § 3426.1 (including customer lists, marketing strategies, and campaign data) is protected indefinitely.

10.3 Duration. Non-trade-secret confidentiality obligations survive for [____] years after termination.

10.4 Publicity. Neither Party shall issue press releases or public announcements referencing this Agreement or the other Party without prior written consent.

ARTICLE 11 — NON-COMPETE AND NON-SOLICITATION (CALIFORNIA-SPECIFIC)

11.1 No Non-Compete. Per Cal. Bus. & Prof. Code § 16600 and § 16600.5:

(a) This Agreement does not restrict Service Provider from providing marketing services to Client's competitors during or after the Term.

(b) This Agreement does not restrict Client from engaging other marketing providers during or after the Term.

(c) Any provision that would violate § 16600 is void and severable.

11.2 No Exclusivity (Unless Elected).

☐ Non-Exclusive. Service Provider may provide services to other clients, including Client's competitors, subject to confidentiality obligations.

☐ Exclusive. Client grants Service Provider exclusive rights to provide [________________________________] services in [________________________________] for the Term. Even with exclusivity, Service Provider may provide non-competing services to other clients consistent with § 16600.

11.3 Limited Non-Solicitation. During the Term and for [____] months thereafter, neither Party shall directly solicit for employment any employee of the other Party materially involved in the Services, except through general job postings.

CALIFORNIA NOTE: The enforceability of employee non-solicitation covenants is uncertain under Cal. Bus. & Prof. Code § 16600. See AMN Healthcare, Inc. v. Aya Healthcare Services, Inc. (2018) 28 Cal.App.5th 923. This provision is narrowly drafted but may not be enforceable.

ARTICLE 12 — REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

12.1 Mutual Representations. Each Party represents that:
(a) It is duly organized and in good standing;
(b) It has full authority to enter into this Agreement; and
(c) Performance will not violate any existing obligation or Applicable Law.

12.2 Service Provider Warranties.
(a) Services and Deliverables will conform to SOW specifications and Acceptance Criteria;
(b) Deliverables will not infringe third-party IP rights, including rights of publicity under Cal. Civ. Code § 3344;
(c) Marketing materials will comply with the UCL, False Advertising Law, CLRA, CCPA/CPRA, and other Applicable Law;
(d) Service Provider has obtained all necessary rights, licenses, and clearances for third-party materials.

12.3 Disclaimer. EXCEPT AS SET FORTH IN THIS ARTICLE 12, NEITHER PARTY MAKES ANY OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR GUARANTEED MARKETING PERFORMANCE.

12.4 Mutual Indemnification. Each Party shall indemnify the other from third-party claims arising from:
(a) Bodily injury or property damage caused by the Indemnifying Party's negligence;
(b) Breach of representations, warranties, or covenants;
(c) Violation of Applicable Law.

12.5 Service Provider Additional Indemnity. Service Provider shall additionally indemnify Client from:
(a) IP infringement by the Deliverables, including right of publicity claims;
(b) Regulatory enforcement actions resulting from Service Provider's failure to comply with Article 8;
(c) Privacy violations arising from Service Provider's breach of its CCPA/CPRA obligations under Article 9.

12.6 Client Additional Indemnity. Client shall indemnify Service Provider from:
(a) Claims arising from Client Materials;
(b) Regulatory actions based on Client-approved content that complied with Service Provider's advice.

12.7 Indemnification Procedures. The Indemnified Party shall promptly notify the Indemnifying Party, grant sole control of defense (with the right to approve settlements affecting the Indemnified Party), and provide reasonable cooperation.

ARTICLE 13 — LIMITATION OF LIABILITY

13.1 Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED [____] TIMES THE FEES PAID OR PAYABLE UNDER THE APPLICABLE SOW.

13.2 Excluded Claims. The cap does not apply to: (a) indemnification obligations; (b) breach of confidentiality or data privacy obligations; (c) gross negligence or willful misconduct; (d) IP infringement; or (e) regulatory fines arising from violation of Article 8.

13.3 No Consequential Damages. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS.

ARTICLE 14 — INSURANCE

Service Provider shall maintain during the Term and for [____] years thereafter:
(a) Commercial General Liability: $[________________________________] per occurrence;
(b) Professional Liability (E&O): $[________________________________] per claim;
(c) Cyber/Privacy Liability: $[________________________________] per claim;
(d) Media Liability / Advertising Injury: $[________________________________] per claim;
(e) Workers' Compensation: as required by Cal. Lab. Code § 3700.

Policies shall be with California-admitted carriers. Client named as additional insured on CGL and Media Liability policies upon request.

ARTICLE 15 — DISPUTE RESOLUTION

15.1 Governing Law. This Agreement is governed by the laws of the State of California, including the California Business and Professions Code, Civil Code, Labor Code, and Code of Civil Procedure, without regard to conflict-of-laws principles.

15.2 Exclusive Forum. The Parties submit to the exclusive jurisdiction of the California Superior Court for the County of [________________________________] and the United States District Court for the [________________________________] District of California.

15.3 Arbitration (Optional).

☐ Elected. Disputes shall be resolved by confidential, binding arbitration in [________________________________], California, administered by [________________________________]. California substantive law applies. Discovery per Cal. Code Civ. Proc. § 1283.05.

☐ Not Elected. Section 15.2 governs.

15.4 Jury Trial Waiver. EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY CALIFORNIA LAW.

15.5 Prevailing Party Fees. Per Cal. Code Civ. Proc. § 1717, the prevailing party is entitled to reasonable attorney fees, costs, and expenses.

15.6 Injunctive Relief. Either Party may seek injunctive relief in California Superior Court to protect Confidential Information, trade secrets, or IP rights, without posting bond.

15.7 Statutes of Limitation.

• Written contract: 4 years (Cal. Code Civ. Proc. § 337)
• Fraud: 3 years (Cal. Code Civ. Proc. § 338(d))
• Trade secret misappropriation: 3 years (Cal. Civ. Code § 3426.6)
• Right of publicity claims: 2 years (Cal. Civ. Code § 3344(d))

ARTICLE 16 — GENERAL PROVISIONS

16.1 Entire Agreement. This Agreement, including all SOWs and Exhibits, is the entire agreement and supersedes all prior understandings.

16.2 Amendment. Amendments require a writing signed by both Parties.

16.3 Assignment. Neither Party may assign without the other's written consent, except to a successor by merger or acquisition. Assignee must assume all obligations.

16.4 Severability. Invalid provisions (including any provision violating Bus. & Prof. Code § 16600) are void and severable without affecting the remainder.

16.5 Independent Contractors. The Parties are independent contractors. No employment, partnership, or agency relationship is created.

16.6 Notices. Written notices by personal delivery, certified mail (return receipt requested), or overnight courier. Effective upon receipt or refusal.

16.7 Electronic Signatures. Valid under Cal. Civ. Code § 1633.1 et seq. (CUETA) and the federal ESIGN Act.

16.8 Counterparts. May be executed in counterparts, each an original.

16.9 Force Majeure. Neither Party is liable for delays beyond reasonable control, including California wildfires, earthquakes, state emergencies, government orders, and public health emergencies.

16.10 Interpretation. Headings for convenience only. "Including" means "including without limitation."

EXECUTION

IN WITNESS WHEREOF, the Parties have executed this California Marketing and Advertising Services Agreement as of the Effective Date.

CLIENT:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

SERVICE PROVIDER:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

EXHIBIT 1 — FORM OF STATEMENT OF WORK

SOW Number: [________________________________]
Campaign Name: [________________________________]

1. Description of Services and Campaigns:
[________________________________]

2. Deliverables:

3. Target Audience and Markets:
[________________________________]

4. Channels and Platforms:
☐ Digital (search, display, social, programmatic)
☐ Email marketing
☐ Content marketing / SEO
☐ Influencer marketing
☐ Print / direct mail
☐ Broadcast (TV, radio, streaming)
☐ Out-of-home (OOH)
☐ Event marketing
☐ Other: [________________________________]

5. Budget and Fees:

6. Timeline / Milestones:
[________________________________]

7. KPIs and Reporting:
[________________________________]

8. Client Responsibilities:
[________________________________]

9. Special Terms / California Regulatory Notes:
[________________________________]

Client Signature: [________________________________] Date: [__/__/____]
Service Provider Signature: [________________________________] Date: [__/__/____]

SCHEDULE A — CALIFORNIA ADVERTISING COMPLIANCE CHECKLIST

Service Provider shall confirm the following before launching each Campaign:

☐ All advertising claims are truthful and substantiated (Bus. & Prof. Code § 17500)
☐ No deceptive practices under the UCL (Bus. & Prof. Code § 17200)
☐ No practices prohibited by the CLRA (Civ. Code § 1770)
☐ Privacy notices displayed where Personal Information is collected (CCPA/CPRA)
☐ Opt-out mechanisms for sale/sharing of Personal Information (CCPA/CPRA)
☐ Right of publicity consents obtained for individuals depicted (Civ. Code § 3344)
☐ Influencer material connections disclosed (FTC Endorsement Guides)
☐ CAN-SPAM compliance for email marketing
☐ TCPA compliance for text/call marketing
☐ Age-gating/COPPA compliance if targeting minors
☐ Environmental claims substantiated (FTC Green Guides / Bus. & Prof. Code § 17580)
☐ Country of origin claims verified (Bus. & Prof. Code § 17533.7)
☐ Proposition 65 warnings included where applicable (Health & Safety Code § 25249.5)

Sources and References

• California Unfair Competition Law (Bus. & Prof. Code § 17200): https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?sectionNum=17200.&lawCode=BPC
• California False Advertising Law (Bus. & Prof. Code § 17500): https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?sectionNum=17500.&lawCode=BPC
• Consumer Legal Remedies Act (Civ. Code § 1750 et seq.): https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=CIV&division=3.&title=1.5.&part=4.
• CCPA/CPRA (Civ. Code § 1798.100 et seq.): https://oag.ca.gov/privacy/ccpa
• CPPA Regulations (effective Jan. 1, 2026): https://cppa.ca.gov/regulations/
• California Right of Publicity (Civ. Code § 3344): https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CIV&sectionNum=3344.
• Cal. Bus. & Prof. Code § 16600 (Non-Compete Ban): https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=BPC&sectionNum=16600.
• Cal. Lab. Code § 2775 (AB 5 / ABC Test): https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=LAB&sectionNum=2775.
• Cal. Lab. Code § 2778 (Professional Services Exemptions): https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=LAB&sectionNum=2778.
• FTC Endorsement Guides (16 CFR Part 255): https://www.ftc.gov/legal-library/browse/rules/endorsement-guides
• CAN-SPAM Act: https://www.ftc.gov/legal-library/browse/rules/can-spam-rule
• California Online Privacy Protection Act (Bus. & Prof. Code § 22575): https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=BPC&sectionNum=22575.
• California Usury Law (Const. Art. XV): https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CONS&sectionNum=SECTION+1.&article=XV