Service Agreement - Marketing (Maryland)

MARKETING & ADVERTISING SERVICES AGREEMENT

(State of Maryland — Executed Under Seal)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Scope of Services
4. Creative Ownership and Intellectual Property
5. Fees and Payment
6. Term and Termination
7. Client Obligations
8. Representations and Warranties
9. Advertising Law Compliance
10. Data Protection and Privacy
11. Confidentiality
12. Non-Compete / Non-Solicitation
13. Indemnification
14. Limitation of Liability
15. Independent Contractor Status
16. Dispute Resolution
17. General Provisions
18. Execution Block
    Exhibit A — Statement of Work
    Exhibit B — Fee Schedule
    Exhibit C — Data Processing Addendum

1. DOCUMENT HEADER

This Marketing & Advertising Services Agreement Under Seal (this "Agreement") is entered into as of [EFFECTIVE DATE] (the "Effective Date"), by and between:

Client: [CLIENT LEGAL NAME], a [STATE & ENTITY TYPE], with principal offices at [ADDRESS] ("Client");

and

Service Provider: [SERVICE PROVIDER LEGAL NAME], a [STATE & ENTITY TYPE], with principal offices at [ADDRESS] ("Service Provider," and together with Client, each a "Party" and collectively, the "Parties").

Recitals

A. Client desires to engage Service Provider to perform certain marketing, advertising, and related professional services as more particularly described herein and in each Statement of Work.

B. Service Provider represents that it possesses the expertise, personnel, and resources necessary to perform such services in compliance with Maryland and federal advertising law.

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, and intending to be legally bound under seal, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below or elsewhere in this Agreement:

"Applicable Law" — All federal, state, and local laws, statutes, ordinances, regulations, and rules applicable to the Services, including without limitation the Maryland Consumer Protection Act (Md. Code, Com. Law §§ 13-101 to 13-501) ("MD CPA"), the Federal Trade Commission Act (15 U.S.C. § 45), the CAN-SPAM Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), and the FTC Endorsement Guides (16 C.F.R. Part 255).

"Advertisement" — As defined in the Maryland Consumer Protection Act (Md. Code, Com. Law § 13-101): the publication, dissemination, or circulation of any oral or written matter that directly or indirectly tends to induce a person to enter into an obligation, sign a contract, or acquire title or interest in any merchandise, real property, intangibles, or service.

"Background IP" — Intellectual property owned or developed by a Party independently of and prior to this Agreement, or developed outside the scope of Services.

"Campaign" — A defined marketing or advertising initiative described in a Statement of Work.

"Client Materials" — All content, data, trademarks, logos, brand guidelines, product information, and other materials provided by Client to Service Provider for use in performing the Services.

"Confidential Information" — Has the meaning set forth in Section 11.1.

"Consumer Data" — Any information collected from or about individual consumers in connection with the Services, including personal information as defined under the Maryland Personal Information Protection Act (Md. Code, Com. Law § 14-3501).

"Deliverables" — All work product, creative materials, reports, designs, copy, graphics, media plans, analytics, and other items produced by Service Provider under a Statement of Work.

"Fees" — The compensation payable to Service Provider as set forth in each SOW and Exhibit B.

"Intellectual Property Rights" or "IP Rights" — All worldwide rights in patents, copyrights, trademarks, trade secrets, trade dress, rights of publicity, moral rights, and all similar intangible legal rights, whether registered or unregistered.

"Services" — The marketing, advertising, consulting, and related professional services described in Section 3 and each Statement of Work.

"Statement of Work" or "SOW" — A written document substantially in the form of Exhibit A, executed by both Parties, describing a Campaign, Deliverables, timeline, fees, and performance metrics.

"Third-Party Materials" — Content, software, stock images, fonts, data, or other materials owned by third parties and incorporated into Deliverables.

"Trade Secret" — As defined under the Maryland Uniform Trade Secrets Act (Md. Code, Com. Law §§ 11-1201 to 11-1209) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.).

3. SCOPE OF SERVICES

3.1 Engagement. Client retains Service Provider, and Service Provider agrees, to perform the Services in accordance with this Agreement and each applicable SOW.

3.2 Statements of Work. Each SOW shall become part of this Agreement upon execution by both Parties. In the event of conflict between an SOW and this Agreement, this Agreement controls unless the SOW expressly states otherwise with respect to a specific provision.

3.3 Categories of Services. The Services may include any combination of the following, as specified in each SOW:

☐ Brand strategy and positioning
☐ Creative development (print, digital, video, audio)
☐ Digital marketing (SEO, SEM, PPC, display advertising)
☐ Social media management and content creation
☐ Email marketing campaigns (CAN-SPAM compliant)
☐ Telemarketing services (TCPA, MD Telephone Solicitations Act, and MD Stop the Spam Calls Act compliant where applicable)
☐ Influencer and endorsement campaigns
☐ Public relations and media outreach
☐ Media planning, negotiation, and buying
☐ Market research and analytics
☐ Website design and development
☐ Content marketing and copywriting
☐ Event marketing and experiential campaigns
☐ Other: [DESCRIBE]

3.4 Performance Standards. Service Provider shall perform the Services: (a) in a professional and workmanlike manner consistent with generally accepted industry standards; (b) using qualified personnel with appropriate skills and experience; and (c) in compliance with all Applicable Law.

3.5 Subcontractors. Service Provider shall not subcontract any material portion of the Services without Client's prior written consent. Service Provider remains fully responsible for all acts and omissions of its subcontractors.

3.6 Change Orders. Either Party may propose changes to an SOW in writing. No change is binding unless memorialized in a written change order executed by both Parties.

3.7 Key Performance Indicators. Where an SOW establishes KPIs, analytics targets, or ROI benchmarks, Service Provider shall report on such metrics at the frequency specified in the SOW (but no less than monthly). Failure to achieve KPIs shall not constitute a breach unless the SOW expressly designates specific KPIs as guaranteed performance obligations.

4. CREATIVE OWNERSHIP AND INTELLECTUAL PROPERTY

4.1 Work Made for Hire. To the maximum extent permitted under the U.S. Copyright Act (17 U.S.C. § 101), all Deliverables created by Service Provider specifically for Client under this Agreement shall be considered "works made for hire" with Client as the author.

4.2 Assignment. To the extent any Deliverable does not qualify as a work made for hire, Service Provider hereby irrevocably assigns to Client all right, title, and interest in and to such Deliverable, including all IP Rights therein, effective upon full payment of Fees due for the applicable SOW.

4.3 Background IP License. Service Provider grants Client a perpetual, worldwide, royalty-free, non-exclusive, irrevocable license to use Service Provider's Background IP solely as embodied in or necessary to exploit the Deliverables.

4.4 Client Materials License. Client grants Service Provider a limited, non-exclusive, revocable license to use Client Materials solely for the purpose of performing the Services during the Term.

4.5 Third-Party Materials. Service Provider shall identify all Third-Party Materials incorporated into Deliverables and ensure appropriate licenses are obtained. Service Provider shall provide Client with copies of all applicable third-party license terms.

4.6 Moral Rights Waiver. Service Provider irrevocably waives, to the maximum extent permitted by Applicable Law, any and all moral rights in the Deliverables.

4.7 Right of Publicity — Maryland. Where Services involve the use of any individual's name, likeness, image, voice, or persona in advertising or promotional materials, Service Provider shall ensure compliance with Maryland common law right of publicity. Service Provider shall obtain and provide to Client written consent (a model or talent release) from each individual whose identity is used for commercial purposes.

4.8 Further Assurances. Service Provider shall execute all documents and take all actions reasonably requested by Client to perfect Client's rights in the Deliverables.

5. FEES AND PAYMENT

5.1 Fees. Client shall pay Service Provider the Fees set forth in each SOW and Exhibit B. Fee structures may include:

☐ Fixed project fee
☐ Monthly retainer
☐ Hourly rates
☐ Commission-based (percentage of media spend)
☐ Performance-based incentive compensation
☐ Hybrid arrangement

5.2 Invoicing. Service Provider shall submit invoices in accordance with the schedule specified in the applicable SOW, with sufficient detail for Client to verify the charges.

5.3 Payment Terms. Client shall pay undisputed invoices within [NET 30 / NET 45 / NET ____] days of receipt.

5.4 Disputed Invoices. Client shall notify Service Provider in writing of any disputed amounts within [____] days of receipt. The Parties shall work in good faith to resolve billing disputes. Undisputed amounts shall not be withheld pending resolution.

5.5 Late Payments — Interest. Overdue and undisputed amounts shall accrue simple interest at the agreed rate of six percent (6%) per annum, or another written rate agreed by the Parties, subject to any lower limit required by applicable law.

5.6 Media Buying. Where Service Provider acts as agent for Client in purchasing advertising media, Service Provider shall: (a) act in Client's best interest; (b) pass through media costs at net rates plus agreed commission or markup; (c) maintain purchase records; and (d) provide supporting documentation upon request.

5.7 Expenses. Client shall reimburse pre-approved, documented out-of-pocket expenses at cost.

5.8 Taxes. Fees exclude applicable sales, use, and other taxes. Client shall pay all such taxes (excluding taxes on Service Provider's net income).

6. TERM AND TERMINATION

6.1 Initial Term. This Agreement commences on the Effective Date and continues for [INITIAL TERM — e.g., one (1) year] (the "Initial Term"), unless earlier terminated.

6.2 Renewal. Upon expiration of the Initial Term, this Agreement automatically renews for successive [RENEWAL TERM] periods unless either Party provides written notice of non-renewal at least [60/90] days before the end of the then-current term.

6.3 Termination for Cause. Either Party may terminate upon written notice if the other Party: (a) materially breaches and fails to cure within [30] days after written notice; (b) ceases operations and materially fails to perform after written notice and the applicable cure period; or (c) is convicted of a felony or crime involving fraud.

6.4 Termination for Convenience. Either Party may terminate for convenience upon [60/90] days' written notice. If Client terminates for convenience, Client shall pay for: (a) Services performed through termination; (b) non-cancellable third-party commitments; and (c) any applicable wind-down fee.

6.5 Effect of Termination. Upon termination: (a) Service Provider shall deliver all completed and in-progress Deliverables, Client Materials, and data; (b) each Party shall return or destroy the other's Confidential Information; (c) Service Provider's licenses terminate; and (d) Sections 2, 4, 5 (accrued), 8, 9, 10, 11, 12, 13, 14, 16, and 17 survive.

6.6 Transition Assistance. For [30/60] days following termination, Service Provider shall provide reasonable transition assistance at [Service Provider's then-current rates / no charge].

7. CLIENT OBLIGATIONS

7.1 Cooperation. Client shall: (a) designate a primary contact with decision-making authority; (b) provide timely access to Client Materials, information, and approvals; and (c) respond to reasonable requests within [____] business days.

7.2 Approvals. Client shall review and approve or reject Deliverables within [____] business days of submission. Content not rejected within the review period is deemed approved.

7.3 Legal Compliance. Client shall ensure all Client Materials comply with Applicable Law.

7.4 Accuracy of Information. Client represents that all product claims, performance data, testimonials, and factual content provided to Service Provider is accurate, truthful, substantiated, and does not constitute an unfair or deceptive trade practice under the MD CPA (Com. Law § 13-301).

7.5 Delays. Client-caused delays shall not constitute Service Provider breach and may entitle Service Provider to schedule and fee adjustments via change order.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Warranties. Each Party represents and warrants that: (a) it is duly organized and in good standing; (b) it has full authority to enter into this Agreement; (c) this Agreement is a binding obligation enforceable against it; and (d) its performance will not violate any agreement or Applicable Law.

8.2 Service Provider Warranties. Service Provider further warrants that: (a) Services shall be performed professionally consistent with industry standards; (b) Deliverables shall conform to SOW specifications; (c) no Deliverable will knowingly infringe third-party IP Rights; (d) Service Provider holds all required licenses and permits; and (e) Services will comply with Applicable Law.

8.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SERVICE PROVIDER DOES NOT WARRANT SPECIFIC MARKETING RESULTS UNLESS EXPRESSLY GUARANTEED IN AN SOW.

9. ADVERTISING LAW COMPLIANCE

9.1 Federal Compliance. Service Provider shall ensure all advertising and marketing materials comply with: (a) the FTC Act (15 U.S.C. § 45); (b) FTC Endorsement Guides (16 C.F.R. Part 255); (c) CAN-SPAM Act (15 U.S.C. § 7701 et seq.); and (d) TCPA (47 U.S.C. § 227).

9.2 Maryland Consumer Protection Act Compliance. Service Provider shall ensure all marketing content complies with the Maryland Consumer Protection Act (Md. Code, Com. Law §§ 13-301 to 13-501), which prohibits unfair, abusive, or deceptive trade practices including:

(a) False, falsely disparaging, or misleading oral or written statements with the capacity, tendency, or effect of deceiving or misleading consumers;
(b) Representing goods or services as having sponsorship, approval, characteristics, uses, or benefits they do not have;
(c) Failing to state a material fact where the failure deceives or tends to deceive;
(d) Advertising goods or services with intent not to sell as advertised;
(e) False or misleading representations about price reductions;
(f) Deceptive use of "free," "guaranteed," "without obligation," or similar terms;
(g) Using solicitations that falsely appear to be issued by government bodies.

9.3 Substantiation. All objective advertising claims shall be substantiated before dissemination. Service Provider shall maintain substantiation documentation and provide it upon request.

9.4 Endorsements and Influencer Marketing. Where Services involve endorsements, influencers, or testimonials: (a) comply with 16 C.F.R. Part 255; (b) clearly and conspicuously disclose material connections; (c) ensure endorsements reflect honest opinions; and (d) contractually require influencer compliance.

9.5 Telephone Solicitations — Maryland. If Services include a merchant-initiated sale conducted entirely by telephone with a Maryland consumer, Service Provider shall determine whether Com. Law §§ 14-2201 through 14-2205 apply or an exclusion in § 14-2202 controls. A covered contract must be written and signed by the consumer, contain the seller and transaction information and statutory 12-point notice required by § 14-2203, and match the solicitation; the merchant may not charge the consumer's credit account before receiving the compliant signed contract under § 14-2204. Service Provider shall also screen covered calls under the Stop the Spam Calls Act, Com. Law §§ 14-4501 through 14-4503, including its exceptions. Where applicable, calls may not be placed between 8 p.m. and 8 a.m. in the called party's time zone or more than three times to the same called party in 24 hours on the same subject; prior express written consent is required for automated selection or dialing and recorded-message solicitations. Federal calling-hour, consent, and do-not-call duties shall be analyzed separately.

9.6 Maryland Commercial Electronic Mail. Where Services involve commercial email sent from a computer in Maryland or to an address the sender knows or should know belongs to a Maryland resident, Service Provider shall comply with Com. Law § 14-3002. Service Provider shall not use another person's domain name or email address without permission, misstate an email's origin or transmission path, or use a misleading subject line as described in that section.

9.7 Regulatory Notification. Service Provider shall promptly notify Client of any regulatory inquiry, investigation, or proceeding related to the Services and cooperate in responding.

10. DATA PROTECTION AND PRIVACY

10.1 Data Collection. Where Services involve collection or processing of Consumer Data, Service Provider shall: (a) collect only data reasonably necessary for Services; (b) use Consumer Data solely for SOW-specified purposes; (c) comply with privacy laws; and (d) not sell, share, or disclose Consumer Data except as authorized and permitted by law. Sensitive data may not be sold where the Maryland Online Data Privacy Act applies.

10.2 Maryland Breach Notification. Service Provider shall comply with the Maryland Personal Information Protection Act (Com. Law § 14-3501 et seq.). If a breach affects Maryland residents' personal information that Client owns or licenses and Service Provider maintains, Service Provider shall: (a) notify Client within [48/72] hours of discovery or notice of the breach, a contractual deadline shorter than the ten-day statutory outside limit in § 14-3504(c); (b) share available information about the breach and cooperate in investigation and remediation; and (c) bear costs attributable to Service Provider's acts or omissions. Client, as owner or licensee, shall handle any required notice to affected individuals and prior notice to the Attorney General under § 14-3504(b), (h), with Service Provider's cooperation. If Service Provider separately owns or licenses affected personal information, it shall fulfill its own statutory notice duties.

10.3 Maryland Online Data Privacy Act. Where the Maryland Online Data Privacy Act (Com. Law § 14-4701 et seq.) applies, each Party shall perform the duties of its actual controller or processor role. A controller shall not collect, process, or share sensitive data unless strictly necessary to provide or maintain the specific product or service requested by the consumer, and shall not sell sensitive data. Consent does not replace those limits. Other data minimization and consent duties remain subject to the Act.

10.4 Data Security. Service Provider shall implement and maintain reasonable administrative, technical, and physical safeguards to protect Consumer Data.

10.5 Cookie and Tracking Compliance. Service Provider shall ensure website analytics, ad tracking, pixels, and cookies comply with applicable laws, including providing disclosures and obtaining consent where required.

10.6 Data Processing Addendum. Exhibit C is part of this signed Agreement. If Client is a controller and Service Provider processes covered personal data on Client's behalf, the Parties shall complete its processing details before processing begins and comply with its terms under Com. Law § 14-4708.

10.7 Return or Destruction. Upon termination, Service Provider shall return or securely destroy all Consumer Data and certify such action in writing.

11. CONFIDENTIALITY

11.1 Definition. "Confidential Information" means any non-public information disclosed by one Party ("Discloser") to the other ("Recipient") that is designated as confidential or that a reasonable person would understand to be confidential. Includes business plans, client lists, marketing strategies, pricing, financial data, Trade Secrets, and proprietary methodologies.

11.2 Obligations. Recipient shall: (a) use Confidential Information solely for Agreement purposes; (b) protect it with reasonable care (no less than for its own); and (c) limit disclosure to those with a need to know who are bound by equivalent confidentiality obligations.

11.3 Exclusions. Confidential Information excludes information that: (a) is publicly available without breach; (b) was previously known without restriction; (c) is independently developed without reference to Discloser's information; or (d) is rightfully received from a third party without restriction.

11.4 Compelled Disclosure. If compelled by law to disclose, Recipient shall (to the extent permissible) provide prompt notice and cooperate with efforts to obtain protective treatment.

11.5 Trade Secrets. Trade Secret obligations under the Maryland Uniform Trade Secrets Act (Com. Law §§ 11-1201 to 11-1209) continue as long as the information qualifies. Other confidentiality obligations survive [3/5] years after disclosure.

11.6 Equitable Relief. Breach may cause irreparable harm. The non-breaching Party may seek injunctive relief, subject to the court's proof and bond requirements.

12. NON-COMPETE / NON-SOLICITATION

12.1 Non-Solicitation of Personnel. During the Term and for [12/18/24] months thereafter, neither Party shall directly solicit for employment any employee or contractor of the other who was materially involved in the Services, except through general public solicitations.

12.2 Competitor Restriction. [SELECT ONE]

☐ Option A — Non-Compete. During the Term and for [____] months thereafter, Service Provider shall not provide substantially similar services to [NAMED COMPETITOR(S)] within [GEOGRAPHIC SCOPE].

☐ Option B — No Restriction. Service Provider may serve other clients including competitors, subject to Section 11 confidentiality obligations.

☐ Option C — Ethical Wall. Service Provider may serve competitors with organizational safeguards preventing misuse of Client's Confidential Information.

13. INDEMNIFICATION

13.1 Service Provider Indemnification. Service Provider shall indemnify, defend, and hold harmless Client from Losses arising from: (a) Service Provider negligence or willful misconduct; (b) Deliverable IP infringement; (c) violation of Applicable Law including the MD CPA; (d) unauthorized use of individuals' name or likeness; or (e) breach of representations, warranties, or covenants.

13.2 Client Indemnification. Client shall indemnify Service Provider from Losses arising from: (a) Client Materials IP infringement; (b) inaccurate or unsubstantiated content; (c) Client's violation of Applicable Law; or (d) Client's breach of representations, warranties, or covenants.

13.3 Procedures. Prompt notice (failure to notify does not relieve except to the extent of prejudice); Indemnifying Party controls defense and settlement; reasonable cooperation at Indemnifying Party's expense; no settlement imposing obligations on or admitting fault by the Indemnified Party without consent.

14. LIMITATION OF LIABILITY

14.1 Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED [FEES PAID OR PAYABLE IN THE [12] MONTHS PRECEDING THE CLAIM, OR $[AMOUNT], WHICHEVER IS GREATER].

14.2 Excluded Claims. Exclusions: (a) Section 13 indemnification; (b) Section 11 confidentiality breaches; (c) willful misconduct or fraud; (d) IP infringement; (e) obligations to pay Fees.

14.3 Consequential Damages Waiver. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOSS OF DATA, REGARDLESS OF FORM OF ACTION.

15. INDEPENDENT CONTRACTOR STATUS

15.1 Relationship. Service Provider is an independent contractor. Nothing herein creates employment, partnership, joint venture, or agency (except as provided for media buying in Section 5.6).

15.2 No Authority to Bind. Service Provider has no authority to bind Client except as expressly authorized for media buying.

15.3 Tax Responsibility. Service Provider is solely responsible for all taxes on compensation, including self-employment taxes.

15.4 Benefits. Service Provider is not entitled to Client employee benefits.

15.5 Personnel. Service Provider controls the manner, method, and means of performing Services. Client may specify desired results and timelines but shall not control manner of performance.

16. DISPUTE RESOLUTION

16.1 Governing Law. This Agreement is governed by the laws of the State of Maryland, without regard to conflict of laws principles.

16.2 Informal Resolution. Parties shall first attempt to resolve disputes through good-faith negotiations between senior executives for [30] days.

16.3 Forum Selection. Subject to Section 16.4, each Party submits to the exclusive jurisdiction of the selected court, subject to its subject-matter jurisdiction and applicable venue rules:

☐ Maryland state court in [Baltimore City / Montgomery County / _________________ County].

☐ United States District Court for the District of Maryland, if federal jurisdiction and venue are proper, at [Baltimore / Greenbelt / Salisbury].

16.4 Arbitration. [SELECT ONE]

☐ Arbitration Elected. Unresolved disputes shall be resolved by confidential binding arbitration administered by [AAA / JAMS] under its Commercial Arbitration Rules. Seat: [Baltimore / Bethesda / ________________], Maryland. Maryland substantive law applies.

☐ Arbitration Not Elected. Courts in Section 16.3 have exclusive jurisdiction.

16.5 Jury Trial Waiver. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

16.6 Injunctive Relief. Either Party may seek injunctive relief from any court of competent jurisdiction to protect IP Rights or Confidential Information without exhausting dispute resolution procedures.

16.7 Attorneys' Fees. The prevailing Party shall recover reasonable attorneys' fees and costs.

16.8 Statute of Limitations — Under Seal. This Agreement is executed under seal. An action on this contract as a specialty is subject to the twelve-year period in Md. Code, Cts. & Jud. Proc. § 5-102. Other claims, including tort or statutory claims, may be subject to the general three-year period in § 5-101 or another applicable period.

17. GENERAL PROVISIONS

17.1 Force Majeure. No liability for delay or failure from causes beyond reasonable control. Prompt notice required; commercially reasonable mitigation efforts. If continuing beyond [60/90] days, either Party may terminate upon written notice.

17.2 Assignment. No assignment without written consent, except to an Affiliate or successor by merger/acquisition/asset sale, provided the assignee assumes all obligations in writing.

17.3 Notices. In writing; by personal delivery, certified mail (return receipt), or recognized overnight courier. Effective upon receipt.

17.4 Amendments; Waivers. Written and executed by both Parties. A waiver of one breach is not a waiver of subsequent breaches.

17.5 Severability. If any provision is unenforceable, the remainder continues in force.

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

17.7 Counterparts; Electronic Signatures. May be executed in counterparts. Electronic signatures valid under Maryland UETA (Com. Law § 21-101 et seq.) and federal ESIGN Act.

Separate consent to electronic transactions (Md. Code, Com. Law § 21-104): Client initials [____] Service Provider initials [____]

17.8 Insurance. Service Provider shall maintain during the Term and for [2] years after: (a) CGL: $[1,000,000] per occurrence; (b) Professional Liability / E&O: $[1,000,000]; (c) Cyber Liability: $[1,000,000]; (d) Workers' Comp as required by Maryland law. Certificates naming Client as additional insured upon request.

17.9 Publicity. No press releases without prior written consent, except as required by law.

17.10 Interpretation. Headings are for convenience. "Including" means "including without limitation."

18. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Marketing & Advertising Services Agreement under seal as of the Effective Date, with the specific intent that this Agreement shall constitute a sealed instrument and a specialty under Maryland law.

EXHIBIT A — STATEMENT OF WORK (FORM)

SOW Number: [SOW-____]
Effective Date: [__/__/____]
Campaign Name: [________________________________]

1. Description of Services:
[________________________________]

2. Deliverables:
[________________________________]

3. Timeline and Milestones:

4. Key Performance Indicators:
[________________________________]

5. Fees and Payment Schedule:
[________________________________]

6. Client Responsibilities:
[________________________________]

7. Special Terms:
[________________________________]

EXHIBIT B — FEE SCHEDULE

EXHIBIT C — DATA PROCESSING ADDENDUM

1. Scope and Duration. This Addendum applies when Service Provider processes personal data on Client's behalf under the Maryland Online Data Privacy Act. The processing begins [__/__/____] and ends [__/__/____] or when the applicable Services end. Nature and purpose of processing: [________________________________]. Types of personal data: [________________________________]. Categories of consumers: [________________________________]. Processing activities and systems: [________________________________]. Client controls the purposes and means of processing; Service Provider performs only the documented Services and instructions.

2. Roles and Instructions. For the processing described above, Client acts as controller and Service Provider acts as processor. Service Provider shall process personal data only on Client's documented instructions, including instructions in this Agreement, an executed SOW, and later written directions. Client may direct Service Provider to stop processing in response to an authenticated consumer request. The Parties retain their respective obligations under applicable law; their actual roles depend on their processing activities.

3. Personnel and Security. Service Provider shall ensure every person processing personal data is bound by a duty of confidentiality. It shall maintain reasonable administrative, technical, and physical security practices that protect confidentiality, integrity, and accessibility, taking account of the volume and nature of the data. Specific safeguards: [________________________________].

4. Sub-processors. Before engaging a subcontractor to process personal data, Service Provider shall identify it to Client and give Client an opportunity to object. Engagement requires Client's written consent and a written contract requiring the subcontractor to meet Service Provider's obligations concerning that data under this Addendum. Approved subcontractors and processing: [________________________________].

5. Consumer Requests and Assessments. Service Provider shall assist Client, using reasonably practicable technical and organizational measures, with authenticated consumer rights requests, processing security, breach notification, and data protection assessments. On reasonable request, it shall provide information in its possession needed to demonstrate compliance with the Act.

6. Breach Notification. Service Provider shall notify Client within [48/72] hours of discovering a breach involving the covered data and provide information needed for Client's statutory notices under Com. Law § 14-3504. This contractual deadline does not alter either Party's statutory duties.

7. Assessments. Service Provider shall allow and cooperate with reasonable assessments by Client, Client's designated assessor, or a qualified independent assessor arranged by Service Provider. On request, Service Provider shall provide an assessment report based on an appropriate accepted control standard or framework.

8. Data Return or Deletion. At Client's direction when Services end, Service Provider shall delete or return all covered personal data to Client, unless retention is required by law, and certify completion in writing. Any lawfully retained data remains subject to this Addendum's confidentiality and security duties.

SOURCES AND REFERENCES

• Maryland Consumer Protection Act: Md. Code, Com. Law §§ 13-101 to 13-501
• Maryland Unfair/Deceptive Trade Practices: Md. Code, Com. Law § 13-301
• Maryland Personal Information Protection Act: Md. Code, Com. Law § 14-3501 et seq.
• Maryland commercial electronic mail provisions: Md. Code, Com. Law §§ 14-3001 to 14-3002.
• Maryland Online Data Privacy Act: Md. Code, Com. Law § 14-4701 et seq.
• Maryland Telephone Solicitations Act: Md. Code, Com. Law § 14-2201 et seq.
• Maryland Stop the Spam Calls Act: Md. Code, Com. Law § 14-4501 et seq.
• Maryland Uniform Trade Secrets Act: Md. Code, Com. Law §§ 11-1201 to 11-1209
• Maryland Judgment Interest: Md. Code, Cts. & Jud. Proc. § 11-107 (10%)
• Maryland SOL — Under Seal: Md. Code, Cts. & Jud. Proc. § 5-102 (12 years)
• Maryland Right of Publicity: Common law (no statute)
• Maryland UETA: Md. Code, Com. Law § 21-101 et seq.
• FTC Act: 15 U.S.C. § 45
• FTC Endorsement Guides: 16 C.F.R. Part 255
• CAN-SPAM Act: 15 U.S.C. § 7701 et seq.
• TCPA: 47 U.S.C. § 227
• Defend Trade Secrets Act: 18 U.S.C. § 1836 et seq.