MARKETING & ADVERTISING SERVICES AGREEMENT

(Indiana 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 Indiana Code, Indiana Deceptive Consumer Sales Act (IC 24-5-0.5), and the federal CAN-SPAM Act.

"Trade Secret" - As defined under the Indiana Uniform Trade Secrets Act (IC 24-2-3) 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 Indiana-specific modifications:]

5.5 Late Payments. Overdue amounts accrue interest at the lesser of [X]% per month or the maximum rate permitted under Indiana law, which is 8% per annum pursuant to IC 24-4.6-1-102, unless otherwise agreed in writing.

10.1 Confidentiality. Confidential Information includes Trade Secrets as defined under the Indiana Uniform Trade Secrets Act (IC 24-2-3).

10.4 Data Security. Service Provider shall implement safeguards consistent with Indiana data breach notification requirements (IC 24-4.9).

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

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

16.2 Forum Selection. State and federal courts located in Marion County, Indiana.

16.3 Arbitration. Seat of arbitration: Indianapolis, Indiana.

17.6 Electronic Signatures. Valid pursuant to the Indiana Uniform Electronic Transactions Act (IC 26-2-8).

18. EXECUTION BLOCK

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