Service Agreement - Marketing (Delaware)

MARKETING AND ADVERTISING SERVICES AGREEMENT

STATE OF DELAWARE

Use gate. Complete the Campaign Classification, Claims and Clearance
Schedule, Channel and Audience Schedule, and Data Schedule before launch. Use a
tailored addendum for consumers, children, health, finance, credit, housing,
employment, alcohol, gambling, political activity, sweepstakes, subscriptions,
telemarketing, public procurement, tribal or Native-origin claims, or another
regulated product, audience, or channel.

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1. PARTIES AND AGREEMENT CONTROL

Effective Date: [__/__/____]

Client

Legal Name: [________________________________]

Entity Type and Jurisdiction: [________________________________]

Address: [________________________________]

Marketing Contact: [________________________________]

Legal / Approval Contact: [________________________________]

Agency

Legal Name: [________________________________]

Entity Type and Jurisdiction: [________________________________]

Address: [________________________________]

Account Contact: [________________________________]

Privacy / Security Contact: [________________________________]

Each is a "Party"; together, the "Parties."

Initial Campaign or SOW: [________________________________]

Initial Term: [________________________________]

Currency: [________________________________]

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2. CAMPAIGN CLASSIFICATION

For each campaign, select and complete:

2.1 Service Types

☐ Strategy, research, or brand positioning

☐ Creative concept, copy, design, audio, or video

☐ Website, landing page, application, or interactive work

☐ Search, display, social, or programmatic advertising

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

☐ Public relations, media outreach, or event support

☐ Influencer, testimonial, endorsement, or affiliate program

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

☐ Media planning, buying, trafficking, or optimization

☐ Analytics, attribution, testing, or audience modeling

☐ Bilingual, multicultural, origin-focused, or community-specific campaign

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

2.2 Audience and Industry

Products or services promoted: [________________________________]

Audience and eligibility: [________________________________]

Geographic reach: [________________________________]

Languages: [________________________________]

Regulated industry or claim type: [________________________________]

Required addenda or separate records: [______________________________]

Campaign counsel / clearance reviewer: [________________________________]

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3. DOCUMENTS AND PRECEDENCE

This Agreement includes each checked document:

☐ Exhibit A — Campaign Brief and Statement of Work

☐ Exhibit B — Claims, Clearances, Approvals, and Releases Schedule

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

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

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

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

☐ Exhibit G — Performance, Reporting, Takedown, and Exit Schedule

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

☐ Signed media orders and platform authorizations

☐ Signed change orders

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

1. Signed regulated-campaign, promotion, talent, data, or channel addendum for
   its subject

2. Signed change order

3. Exhibits B through H for their subjects

4. Signed Campaign Brief or SOW for campaign scope, Deliverables, budget,
   schedule, and stated overrides

5. This Agreement

6. Incorporated proposal only to the extent identified

A platform term, media vendor term, insertion order, invoice, email, brief, or
approval message does not amend this Agreement unless the agreed process gives
that document amendment effect.

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4. DEFINITIONS

"Campaign" means the identified initiative in a signed Exhibit A.

"Client Materials" means claims, product information, data, content, marks,
brand rules, audience instructions, approvals, and other materials Client
provides.

"Deliverable" means a specific creative, report, plan, configuration,
campaign asset, or other output identified in Exhibit A.

"Marketing Data" means audience, contact, event, engagement, conversion,
analytics, attribution, research, survey, 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.

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5. CAMPAIGN BRIEF AND SERVICES

No Campaign is authorized without a signed Exhibit A stating:

• Business objective and success definition
• Product, offer, claims, price, terms, and required disclosures
• Audience, eligibility, geography, language, and exclusions
• Channels, formats, 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 of the
product, offer, price, business practices, final claims, and launch decision
except to the extent a signed schedule assigns a specific task to Agency.

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6. RESPONSIBILITIES AND APPROVALS

6.1 Client Responsibilities

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

6.2 Agency Responsibilities

Agency shall perform the selected Services using qualified personnel, follow the
signed brief and approval process, identify known material conflicts or missing
dependencies, and not launch unapproved material.

6.3 Approval Matrix

Exhibit B shall identify who approves:

☐ Strategy and audience

☐ Claims and substantiation

☐ Legal disclosures and offer terms

☐ Creative concept and final asset

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

☐ Media plan, budget, bid, and placement

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

☐ Translation and cultural review

☐ Launch, pause, change, and takedown

Ordinary approval period: [____] Business Days

Silence is not approval unless the schedule defines a specific reminder and
deemed-approval process. Prior approval of one asset does not approve a changed
claim, format, audience, placement, or offer.

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7. CLAIMS, SUBSTANTIATION, AND DISCLOSURES

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

• Exact wording and creative context
• Product, service, audience, channel, and geography
• Supporting evidence, date, owner, scope, and limitations
• Required qualification, disclosure, proximity, prominence, and duration

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

• Approval and expiration or revalidation date

Agency shall not independently invent a factual product claim unless the SOW
assigns claim development and Exhibit B supplies the review process. Client's
approval does not relieve Agency of a specific obligation expressly assigned to
Agency, and Agency's review does not transfer Client's responsibility for facts
and evidence Client controls.

Claim correction and withdrawal process: [________________________________]

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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 update cadence
• Consent, permission, preference, and opt-out records required by the Parties
• Sender, caller, advertiser, page, domain, and return-path identity
• Platform category, targeting, creative, and landing-page restrictions
• Frequency, timing, geography, device, and placement limits
• Monitoring, complaint, bounce, block, and abuse handling
• Data upload, matching, clean room, pixel, tag, SDK, and conversion tracking

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

Suppression and preference owner: [________________________________]

High-risk channel review: [________________________________]

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9. CULTURAL, LANGUAGE, AND COMMUNITY REVIEW

Where a Campaign uses or references cultural, geographic, heritage, artisan,
origin, bilingual, or community-specific identity, Exhibit B
shall identify the factual source, permission, reviewer, translation method,
community consultation if selected, and limits on claims and imagery.

Languages and variants: [________________________________]

Translator and independent reviewer: [________________________________]

Community or cultural advisor: [________________________________]

Name, symbol, art, affiliation, origin, or authenticity permissions:
[________________________________]

No broad statement about a community, affiliation, authenticity, endorsement,
or origin is approved merely because a campaign is geographically focused on
Delaware.

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10. DELIVERABLES, CHANGE CONTROL, AND ACCEPTANCE

10.1 Deliverable Record

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

10.2 Change Control

Either Party may request a change. Before approval, the responding Party shall
state effects on scope, claims, clearances, Deliverables, channels, data, media,
schedule, fees, expenses, and rights. No change is effective until approved
through the signed change procedure.

10.3 Review and Acceptance

Review period: [____] Business Days

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

Acceptance by silence or use occurs only if selected in Exhibit A after a
written expiration reminder and additional decision period.

10.4 Correction

Included revision rounds: [____]

Out-of-scope revision rates: [________________________________]

Correction and retest process: [________________________________]

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11. MEDIA ACCOUNTS, SPEND, AND VENDORS

Exhibit C and D shall identify:

☐ Client-owned Media Accounts

☐ Agency-owned Media Accounts approved for temporary use

☐ Direct Client payment to media vendors

☐ Agency advances or passes through media spend

☐ Agency commission, markup, rebate, credit, incentive, or volume benefit

Budget by channel and period: [________________________________]

Bid and daily-spend authority: [________________________________]

Overage tolerance and approval: [________________________________]

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

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

Agency shall disclose material economic interests and compensation in a media
vendor or placement when Exhibit D requires it.

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12. FEES, TAX, EXPENSES, AND INVOICING

12.1 Fee Model

☐ Fixed project fee

☐ Retainer

☐ Time and materials

☐ Media commission or markup

☐ Performance fee after separate metric and compliance review

☐ Other: [________________________________]

12.2 Invoice and Payment

Invoice frequency or milestone: [________________________________]

Required support: [________________________________]

Payment period: [____] days after [________________________________]

Client shall notify Agency of a good-faith invoice dispute within [____] days,
state the disputed amount and basis, and timely pay undisputed amounts.

12.3 Expenses and Third-Party Costs

Preapproval thresholds: [________________________________]

Travel, production, talent, media, tools, and rush charges:
[________________________________]

12.4 Tax Treatment

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

☐ Fees include identified taxes

☐ Identified taxes are separately stated

☐ Client will provide identified exemption or deduction documentation

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

No service, media, location, tax, certificate, deduction, or rate classification
is part of the Agreement unless Exhibit D states it.

12.5 Late Charge

☐ None

☐ Rate and calculation in Exhibit D after transaction-specific counsel review

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13. INTELLECTUAL PROPERTY AND THIRD-PARTY RIGHTS

13.1 Background Materials

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

13.2 Deliverable Selection

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 files, editable files, unused concepts,
templates, fonts, music, images, footage, software, data, AI output, moral-right
consents, repositories, and further assurances.

13.3 Talent, Influencers, and Releases

Exhibit E shall identify each person, creator, influencer, affiliate, location,
property, mark, work, music track, image, and other right requiring permission,
together with territory, media, term, edits, paid use, 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.

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14. 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, train a model on, or
reuse Marketing Data unless the schedule expressly permits that use and states
the conditions.

14.1 Security

Selected security controls and evidence: [________________________________]

Incident definition and notice: [________________________________]

Subprocessors and locations: [________________________________]

Return and deletion: [________________________________]

14.2 AI and Automation

Exhibit F shall identify AI models and providers, versions, inputs, outputs,
training and retention use, human review, factual and rights review, prohibited
content, brand risks, evaluation, disclosures, changes, and disable controls.

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

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15. PERFORMANCE, REPORTING, AND METRICS

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

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

Dashboard and source access: [________________________________]

Invalid traffic, fraud, duplicate, and test activity treatment:
[________________________________]

Performance-fee calculation and audit: [________________________________]

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16. MONITORING, COMPLAINTS, TAKEDOWN, AND CORRECTION

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

24-hour escalation contacts: [________________________________]

Pause or takedown authority: [________________________________]

Emergency action without prior approval: [________________________________]

Correction, retraction, notice, and relaunch process: [________________]

Evidence preservation: [________________________________]

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

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17. CONFIDENTIALITY

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

The receiving Party 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. A legally compelled disclosure may be made
after legally permitted notice and reasonable cooperation.

Ordinary confidentiality term: [____] years

Embargoed launch and sensitive data term: [________________________________]

Return or deletion procedure: [________________________________]

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18. PERSONNEL, SUBCONTRACTORS, 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:

☐ Not permitted

☐ Permitted for identified work with notice

☐ Requires prior written approval

Approved production vendors, creators, translators, and subcontractors:
[________________________________]

Exhibit H shall state qualification, screening, confidentiality, IP, data,
security, insurance, location, and flow-down requirements. The Parties are
independent contracting parties; this label does not decide the status of a
person for every legal or benefit purpose.

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19. WARRANTIES

19.1 Selected Express Warranties

Agency warrants only the selected and completed promises:

☐ Services conform materially to the Campaign Brief standard

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

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

☐ Agency will follow the approvals and restrictions assigned to it

☐ Other: [________________________________]

Client warrants only the selected and completed promises:

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

☐ Client has the rights needed for Client Materials

☐ Client will follow approvals and restrictions assigned to it

☐ Other: [________________________________]

19.2 Remedy

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

19.3 Optional Disclaimer

☐ EXCEPT FOR THE EXPRESS WARRANTIES SELECTED IN THIS AGREEMENT, EACH PARTY
DISCLAIMS WARRANTIES NOT EXPRESSLY STATED, INCLUDING THE IMPLIED WARRANTY OF
MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE,
TO THE EXTENT THE COMPLETED TRANSACTION PERMITS THAT DISCLAIMER.

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20. INDEMNITY, LIABILITY, AND INSURANCE

20.1 Indemnity

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

☐ Agency indemnity: [________________________________]

☐ Client indemnity: [________________________________]

☐ Mutual indemnity: [________________________________]

☐ No contractual indemnity

20.2 Liability Limit

☐ No contractual aggregate cap

☐ Aggregate cap of $[________________________________]

☐ Aggregate cap calculated as [________________________________]

Claims outside the cap: [________________________________]

20.3 Damage Categories

☐ No contractual exclusion

☐ Defined excluded categories: [________________________________]

Exceptions: [________________________________]

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

20.4 Insurance

Coverage	Responsible Party	Limit	Period	Evidence
Commercial general liability	[____]	$[____]	[____]	[____]
Professional / media liability	[____]	$[____]	[____]	[____]
Cyber / privacy	[____]	$[____]	[____]	[____]
Workers' compensation or equivalent	[____]	[____]	[____]	[____]

Insurance does not expand or reduce contractual liability unless Exhibit H
expressly says so.

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21. TERM, SUSPENSION, TERMINATION, AND EXIT

21.1 Term

☐ Fixed term ending [__/__/____]

☐ Continues until terminated

☐ Renews under Exhibit G

21.2 Material Default

Payment cure period: [____] days

Other cure period: [____] days

21.3 Convenience Termination

☐ No convenience termination

☐ Client may terminate a Campaign on [____] days' notice

☐ Either Party may terminate the Agreement on [____] days' notice

21.4 Suspension

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

21.5 Exit

The Parties shall document 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: [________________________________]

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22. DISPUTE SCHEDULE

22.1 Governing Law

The Parties select Delaware law, excluding its conflict-of-laws rules, except
to the extent a mandatory rule or valid conflict-of-laws analysis requires a
different result.

22.2 Escalation

Account leads shall meet within [____] days after written dispute notice. If
unresolved, executives with settlement authority shall meet within [____]
additional days. A Party may seek time-sensitive relief without completing
escalation.

22.3 Forum Option

☐ Courts located in [________________] County, Delaware, subject to their
jurisdiction and any mandatory venue

☐ Nonexclusive court forum: [________________________________]

☐ Mediation followed by court litigation

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

22.4 Jury Waiver

☐ No contractual jury waiver

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

22.5 Fees and Costs

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

☐ Defined prevailing-party provision in Exhibit H

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23. GENERAL TERMS

23.1 Notices

Client Notice Contact: [________________________________]

Agency Notice Contact: [________________________________]

Approved Methods and Effective Event: [________________________________]

23.2 Assignment

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

23.3 Entire Agreement and Amendment

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 of both Parties.

23.4 Waiver and Severability

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 provisions continue if the essential bargain remains workable.

23.5 Counterparts and Signature Method

☐ Wet ink

☐ Approved electronic-signature platform: [________________________________]

☐ Other authenticated method: [________________________________]

23.6 No Third-Party Beneficiary

This Agreement benefits only the Parties and permitted successors and assigns,
except for an indemnified person expressly identified in Exhibit H.

23.7 Survival

Accrued payment, rights and releases, confidentiality, data, IP, indemnity,
liability allocation, exit, dispute, and provisions intended by their nature to
continue survive to the extent stated in the applicable section.

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24. SIGNATURES

Client

Legal Name: [________________________________]

By: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Agency

Legal Name: [________________________________]

By: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

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EXHIBIT A — CAMPAIGN BRIEF AND STATEMENT OF WORK

Campaign and Objective: [________________________________]

Product, Offer, Audience, and Geography: [____________________________]

Services and Exclusions: [________________________________]

Deliverable / Milestone	Criteria	Due Date	Approval
[____]	[____]	[__/__/____]	[____]

Channels and Flight Dates: [________________________________]

Dependencies, Assumptions, and Risks: [________________________________]

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EXHIBIT B — CLAIMS, CLEARANCES, APPROVALS, AND RELEASES SCHEDULE

Claims and Evidence: [________________________________]

Required Disclosures and Offer Terms: [________________________________]

Legal and Industry Review: [________________________________]

Translation and Cultural Review: [________________________________]

Talent, Influencer, Property, Music, Image, and Other Releases:
[________________________________]

Approval Matrix and Timing: [________________________________]

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EXHIBIT C — CHANNELS, AUDIENCES, ACCOUNTS, AND PLATFORM SCHEDULE

Channels and Platform Rules: [________________________________]

Accounts, Ownership, Administrators, and Funding: [___________________]

Audience Sources, Permissions, and Exclusions: [______________________]

Contact Preferences and Suppression: [________________________________]

Pixels, Tags, SDKs, Matching, and Conversion Data: [__________________]

Exit Transfer: [________________________________]

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EXHIBIT D — FEES, TAX, MEDIA SPEND, AND INVOICE SCHEDULE

Fees and Rate Card: [________________________________]

Media Budget and Authority: [________________________________]

Commissions, Markups, Rebates, and Credits: [________________________]

Expenses and Third-Party Costs: [________________________________]

Tax Treatment and Advisor: [________________________________]

Invoice, Payment, and Late Charge: [________________________________]

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EXHIBIT E — DELIVERABLES, IP, TALENT, AND THIRD-PARTY MATERIALS

Deliverable Ownership / License: [________________________________]

Agency and Client Background Materials: [____________________________]

Source and Editable Files: [________________________________]

Third-Party Materials and Terms: [________________________________]

Talent, Influencer, and Release Rights: [________________________________]

Portfolio and Publicity: [________________________________]

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EXHIBIT F — DATA, PRIVACY, SECURITY, AND AI SCHEDULE

Marketing Data Inventory, Roles, and Purposes: [______________________]

Platforms, Subprocessors, and Locations: [____________________________]

Security Controls and Evidence: [________________________________]

Incident Notice and Cooperation: [________________________________]

AI Models, Inputs, Outputs, Data Use, and Review: [___________________]

Return, Retention, and Deletion: [________________________________]

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EXHIBIT G — PERFORMANCE, REPORTING, TAKEDOWN, AND EXIT SCHEDULE

Metrics, Sources, Attribution, and Reporting: [_______________________]

Performance-Fee Calculation: [________________________________]

Monitoring and Complaints: [________________________________]

Pause, Takedown, Correction, and Relaunch: [__________________________]

Termination and Transition: [________________________________]

Account, Data, and Asset Transfer: [________________________________]

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EXHIBIT H — PERSONNEL, INSURANCE, RISK, AND DISPUTE SCHEDULE

Key Personnel and Subcontractors: [________________________________]

Industry and Campaign Compliance Mapping: [__________________________]

Insurance: [________________________________]

Indemnity: [________________________________]

Liability Limit and Damage Categories: [________________________________]

Court / Mediation / Arbitration: [________________________________]

Jury Waiver Addendum and Fees: [________________________________]

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End of template.