MARKETING & ADVERTISING SERVICES AGREEMENT

(Illinois Jurisdiction)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Scope of Services; Service Levels
4. Term; Renewal; Transition Assistance
5. Fees; Expenses; Taxes
6. Acceptance; Re-performance
7. Representations & Warranties
8. Covenants & Restrictions
9. Intellectual Property
10. Confidentiality; Data Security; Privacy Compliance
11. Indemnification
12. Limitation of Liability
13. Insurance
14. Force Majeure
15. Default; Remedies
16. Governing Law; Dispute Resolution
17. General Provisions
18. Execution Block

1. DOCUMENT HEADER

This Marketing & Advertising Services Agreement (this "Agreement") is entered into as of [EFFECTIVE DATE] (the "Effective Date"), by and between [CLIENT LEGAL NAME], a [STATE & ENTITY TYPE] ("Client"), and [SERVICE PROVIDER LEGAL NAME], a [STATE & ENTITY TYPE] ("Service Provider," and together with Client, each a "Party" and collectively, the "Parties").

Recitals
A. Client desires to retain Service Provider to provide certain marketing, advertising, and related consulting services.
B. Service Provider is willing to provide such services on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

"Applicable Law" - All federal, state, provincial, local, and foreign laws, statutes, regulations, self-regulatory guidelines, and industry standards that apply to the Services, including the Illinois Compiled Statutes, Illinois Consumer Fraud and Deceptive Business Practices Act (815 ILCS 505/1 et seq.), Illinois Personal Information Protection Act (815 ILCS 530/1 et seq.), and the federal CAN-SPAM Act.

"Trade Secret" - As defined under the Illinois Trade Secrets Act (765 ILCS 1065/1 et seq.) and the federal Defend Trade Secrets Act (18 U.S.C. Section 1836, et seq.).

[Additional standard definitions apply as set forth in the California template structure]

3-17. [STANDARD PROVISIONS]

[All standard provisions from the California template apply, with the following Illinois-specific modifications:]

5.5 Late Payments. Overdue amounts accrue interest at the lesser of [X]% per month or the maximum rate permitted under Illinois law, which is 5% per annum pursuant to 815 ILCS 205/4, unless otherwise agreed in writing.

8.2 Non-Solicitation. [// GUIDANCE: Illinois Freedom to Work Act (820 ILCS 90) restricts non-compete agreements for employees earning less than certain thresholds. Non-solicitation provisions must comply with these requirements. Consult Illinois counsel.]

10.1 Confidentiality. Confidential Information includes Trade Secrets as defined under the Illinois Trade Secrets Act (765 ILCS 1065/1 et seq.).

10.4 Data Security. Service Provider shall implement safeguards consistent with the Illinois Personal Information Protection Act (815 ILCS 530/1 et seq.) and the Illinois Biometric Information Privacy Act (740 ILCS 14/1 et seq.) if applicable.

15.4 Attorneys' Fees. Consistent with Illinois law and the terms of this Agreement.

16.1 Governing Law. Laws of the State of Illinois, without regard to conflict of laws principles.

16.2 Forum Selection. State and federal courts located in Cook County, Illinois.

16.3 Arbitration. Seat of arbitration: Chicago, Illinois.

17.6 Electronic Signatures. Valid pursuant to the Illinois Electronic Commerce Security Act (5 ILCS 175/1 et seq.).

18. EXECUTION BLOCK

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