Marketing & Advertising Services Agreement (Michigan)

MARKETING & ADVERTISING SERVICES AGREEMENT

(Michigan Jurisdiction)

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 - Service Level Standards

1. DOCUMENT HEADER

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

CLIENT:
Name: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
Principal Address: [________________________________]
("Client")

SERVICE PROVIDER:
Name: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
Principal Address: [________________________________]
("Service Provider")

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

RECITALS

A. Client desires to engage Service Provider to perform certain marketing, advertising, and related creative services as described in this Agreement and any attached Statements of Work.

B. Service Provider represents that it possesses the skills, qualifications, and experience necessary to perform such services in a professional manner and in compliance with applicable Michigan and federal law.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, capitalized terms have the following meanings:

"Acceptance Criteria" - The objective performance standards, deliverable specifications, and success metrics set forth in the applicable Statement of Work or Exhibit C.

"Affiliate" - Any entity directly or indirectly controlling, controlled by, or under common control with a Party, where "control" means ownership or voting power of fifty percent (50%) or more.

"Applicable Law" - All federal, state, and local laws, statutes, regulations, ordinances, and rules applicable to the Services, including but not limited to: the Michigan Consumer Protection Act (MCL 445.901 et seq.); Michigan Uniform Trade Secrets Act (MCL 445.1901 et seq.); Michigan Identity Theft Protection Act (MCL 445.61 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.); and the Telephone Consumer Protection Act (47 U.S.C. § 227).

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

"Campaign" - A defined marketing, advertising, or promotional initiative described in a Statement of Work.

"Client Materials" - All information, content, data, trademarks, logos, trade dress, 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.

"Deliverables" - All work product, creative materials, copy, graphics, designs, media plans, reports, analytics, digital content, and other items to be delivered by Service Provider under a Statement of Work.

"Intellectual Property Rights" or "IP Rights" - All worldwide intangible legal rights, titles, and interests, whether registered or unregistered, including patents, copyrights, trademarks, service marks, trade dress, trade secrets, moral rights, rights of publicity, and all similar or analogous rights.

"Personal Data" - Information that identifies, relates to, or could reasonably be linked to an identified or identifiable natural person, as referenced under the Michigan Identity Theft Protection Act (MCL 445.63).

"Services" - The marketing, advertising, consulting, digital marketing, creative, media buying, analytics, and related services described in Section 3 and each Statement of Work.

"Statement of Work" or "SOW" - A document executed by both Parties, substantially in the form of Exhibit A, describing specific Campaigns, Deliverables, timelines, fees, and performance metrics.

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

"Trade Secret" - As defined under the Michigan Uniform Trade Secrets Act (MCL 445.1902): information that derives independent economic value from not being generally known or readily ascertainable and is subject to reasonable efforts to maintain its secrecy.

3. SCOPE OF SERVICES

3.1 Engagement. Client hereby retains Service Provider to perform the Services as described in this Agreement and each applicable SOW. Service Provider accepts such engagement on the terms and conditions set forth herein.

3.2 Statements of Work. Each SOW shall become part of this Agreement when signed by authorized representatives of both Parties. In the event of a conflict between this Agreement and an SOW, the SOW controls only with respect to the specific Campaign or engagement described therein.

3.3 Categories of Services. The Services may include, as specified in each SOW:

☐ Brand strategy and development
☐ Creative design (print, digital, multimedia)
☐ Website design, development, and maintenance
☐ Search engine optimization (SEO) and search engine marketing (SEM)
☐ Pay-per-click (PPC) advertising management
☐ Social media marketing and management
☐ Email marketing campaigns (CAN-SPAM compliant)
☐ Content marketing and copywriting
☐ Video and multimedia production
☐ Public relations and media outreach
☐ Market research and competitive analysis
☐ Influencer marketing coordination
☐ Telemarketing campaigns (TCPA and Michigan law compliant)
☐ Direct mail campaigns
☐ Media planning and buying
☐ Analytics, reporting, and performance measurement
☐ Reputation management
☐ Other: [________________________________]

3.4 Performance Standards. Service Provider shall:
(a) perform the Services in a professional and workmanlike manner consistent with prevailing industry standards;
(b) comply with all Applicable Law, including Michigan Consumer Protection Act (MCL 445.903) prohibitions on unfair, unconscionable, or deceptive methods, acts, or practices;
(c) meet or exceed the Acceptance Criteria and service levels set forth in the applicable SOW and Exhibit C;
(d) assign qualified personnel with appropriate skills and experience.

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. No change is binding unless documented in a written change order signed by authorized representatives of both Parties specifying any impact on scope, timeline, and fees.

4. CREATIVE OWNERSHIP AND INTELLECTUAL PROPERTY

4.1 Background IP. Each Party retains all right, title, and interest in its Background IP. Nothing in this Agreement transfers ownership of Background IP except as expressly provided herein.

4.2 Work Made for Hire. To the maximum extent permitted under the U.S. Copyright Act (17 U.S.C. § 101 et seq.), all Deliverables created by Service Provider specifically for Client under an SOW are deemed "works made for hire" with all rights vesting in Client.

4.3 Assignment of Rights. 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 all fees due for the applicable SOW. Service Provider shall execute all documents reasonably necessary to perfect such assignment.

4.4 License to Background IP. Service Provider grants Client a perpetual, worldwide, royalty-free, non-exclusive, irrevocable license to use, reproduce, modify, and display Service Provider's Background IP solely as incorporated in or necessary to exploit the Deliverables.

4.5 License to Client Materials. 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.

4.6 Third-Party Materials. Service Provider shall identify all Third-Party Materials incorporated into Deliverables and ensure Client receives all necessary licenses or permissions. Service Provider shall provide copies of applicable third-party license terms upon request.

4.7 Moral Rights Waiver. Service Provider waives, and shall cause its employees and subcontractors to waive, to the maximum extent permitted by law, all moral rights in the Deliverables.

4.8 Right of Publicity. Service Provider shall not use any individual's name, likeness, image, voice, or other identifying characteristics in Campaign materials without obtaining prior written consent. Michigan courts recognize a common-law right of publicity; the Parties shall comply with applicable precedent regarding commercial use of personal identity.

5. FEES AND PAYMENT

5.1 Fees. Client shall pay Service Provider the fees specified in each SOW and Exhibit B (the "Fees"). Fee structures may include:

☐ Fixed project fee
☐ Monthly retainer
☐ Hourly rates (per Exhibit B rate card)
☐ Commission-based (percentage of media spend)
☐ Performance-based incentives
☐ Hybrid arrangement

5.2 Invoicing. Service Provider shall submit invoices in accordance with the billing schedule in the applicable SOW. Each invoice shall include sufficient detail for Client to verify amounts charged.

5.3 Payment Terms. Client shall pay undisputed amounts within [____] days of receipt of a properly submitted invoice. Client shall notify Service Provider of disputed amounts within [____] days, specifying the nature of the dispute.

5.4 Expenses. Client shall reimburse pre-approved, reasonable out-of-pocket expenses, provided Service Provider submits itemized documentation. Expenses exceeding $[____] per item require Client's prior written approval.

5.5 Late Payments. Overdue undisputed amounts shall accrue interest at [____]% per annum, or the maximum rate permitted under Michigan law, whichever is less. Michigan permits parties to agree to interest rates up to 7% per annum (MCL 438.31) unless a higher rate is authorized under MCL 438.31c (up to 25% for certain transactions). Judgment interest accrues at a variable rate pursuant to MCL 600.6013, calculated at six-month intervals based on treasury bill rates plus 1%.

5.6 Taxes. Fees are exclusive of applicable taxes. Client shall pay all sales, use, and other taxes, except taxes on Service Provider's net income. Michigan imposes a 6% sales tax (MCL 205.52); professional services are generally not subject to Michigan sales tax unless specifically enumerated.

5.7 Media and Third-Party Costs. Third-party media costs, platform advertising fees, and vendor costs shall be paid by Client either directly or through Service Provider as specified in the SOW. Service Provider shall not mark up third-party costs unless expressly agreed in writing.

6. TERM AND TERMINATION

6.1 Initial Term. This Agreement commences on the Effective Date and continues for [________________________________] (the "Initial Term"), unless earlier terminated.

6.2 Renewal. This Agreement automatically renews for successive [________________________________] periods unless either Party provides written notice of non-renewal at least [____] days before the end of the then-current term.

6.3 Termination for Convenience. Either Party may terminate this Agreement upon [____] days' prior written notice.

6.4 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party:
(a) materially breaches and fails to cure within [____] days after written notice;
(b) becomes insolvent, files for bankruptcy, or has a receiver appointed;
(c) repeatedly fails to perform causing material harm.

6.5 Effect of Termination. Upon termination or expiration:
(a) Client shall pay for Services satisfactorily performed through the termination date;
(b) Service Provider shall deliver all completed and in-progress Deliverables, Client Materials, and Client data;
(c) each Party shall return or certify destruction of the other's Confidential Information within [____] days;
(d) licenses granted to Service Provider for Client Materials terminate immediately;
(e) Sections 2, 4, 5 (accrued), 8, 9, 10, 11, 12, 13, 14, 16, and 17 survive.

6.6 Transition Assistance. Upon request, Service Provider shall provide reasonable transition assistance for [____] days following termination at then-current rates.

7. CLIENT OBLIGATIONS

7.1 Cooperation. Client shall cooperate and provide timely access to personnel, information, approvals, and Client Materials reasonably necessary for Service Provider to perform the Services.

7.2 Timely Approvals. Client shall review and respond to approval requests within [____] business days. Failure to respond may result in deemed approval or timeline adjustments per the applicable SOW.

7.3 Accuracy of Client Materials. Client represents that all Client Materials are accurate, lawful, and do not infringe third-party IP Rights. Client is solely responsible for the accuracy of factual claims, regulatory disclosures, and product representations.

7.4 Designated Contact. Client shall designate a primary contact authorized to provide approvals and direction on Client's behalf.

7.5 Regulatory Information. If Client operates in a regulated industry, Client shall inform Service Provider of all applicable regulatory requirements affecting advertising and provide required disclosures, disclaimers, or warnings.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Warranties. Each Party represents and warrants that:
(a) it is duly organized, validly existing, and in good standing;
(b) it has full power and authority to execute and perform this Agreement;
(c) this Agreement constitutes a legal, valid, and binding obligation;
(d) its performance will not violate any other agreement or Applicable Law.

8.2 Service Provider Warranties. Service Provider further warrants that:
(a) Services will be performed in a professional and workmanlike manner;
(b) Deliverables will conform to Acceptance Criteria;
(c) Deliverables and Services will not infringe third-party IP Rights;
(d) Service Provider has obtained or will obtain all necessary licenses, releases, and consents for Third-Party Materials;
(e) all marketing materials will comply with the Michigan Consumer Protection Act (MCL 445.903) and FTC Endorsement Guides (16 C.F.R. Part 255).

8.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SERVICE PROVIDER DOES NOT WARRANT SPECIFIC REVENUE, SALES, OR TRAFFIC RESULTS.

9. ADVERTISING LAW COMPLIANCE

9.1 General Compliance. Service Provider shall ensure all advertising and marketing materials comply with:
(a) the Federal Trade Commission Act (15 U.S.C. § 45);
(b) the Michigan Consumer Protection Act (MCL 445.901 et seq.), particularly MCL 445.903 enumerating prohibited unfair, unconscionable, or deceptive methods, acts, or practices;
(c) FTC Endorsement Guides (16 C.F.R. Part 255);
(d) all applicable industry-specific advertising regulations.

9.2 Truthfulness and Substantiation. All advertising claims shall be truthful, non-deceptive, and substantiated. Service Provider shall maintain reasonable documentation supporting all material claims.

9.3 Endorsements and Influencer Marketing. Service Provider shall ensure:
(a) all endorsements comply with FTC Endorsement Guides;
(b) influencers clearly and conspicuously disclose material connections to Client;
(c) written influencer agreements include disclosure obligations;
(d) endorsements reflect honest opinions of the endorser.

9.4 Email Marketing (CAN-SPAM). All commercial email shall comply with the CAN-SPAM Act (15 U.S.C. § 7701 et seq.):
(a) accurate header information and non-deceptive subject lines;
(b) clear identification as an advertisement;
(c) valid physical postal address;
(d) functioning opt-out mechanism honored within ten (10) business days;
(e) suppression list management.

9.5 Telemarketing Compliance. If Services include telemarketing, Service Provider shall comply with:
(a) the Telephone Consumer Protection Act (47 U.S.C. § 227) and FCC rules;
(b) FTC Telemarketing Sales Rule (16 C.F.R. Part 310);
(c) Michigan Telephone Solicitation Act (MCL 484.125 et seq.), including registration requirements;
(d) National and Michigan Do-Not-Call registries;
(e) calling-hour restrictions and required disclosures.

9.6 Michigan-Specific Prohibitions (MCL 445.903). Service Provider shall not:
(a) misrepresent the source, sponsorship, or certification of goods or services;
(b) represent that goods or services have characteristics they do not have;
(c) advertise goods or services with intent not to sell them as advertised;
(d) make false statements concerning price reductions;
(e) use deceptive representations of geographic origin;
(f) represent that a transaction involves rights or remedies it does not involve;
(g) fail to reveal material facts about goods or services that tend to mislead.

9.7 Native Advertising. All native advertising and sponsored content shall be clearly labeled as advertising in compliance with FTC Native Advertising Guidelines and Michigan Consumer Protection Act requirements.

9.8 Comparative Advertising. Comparative advertising shall be truthful, based on objectively verifiable facts, and requires Client's prior written approval.

10. DATA PROTECTION AND PRIVACY

10.1 Data Collection and Use. If Services involve collecting, processing, or transmitting Personal Data, Service Provider shall:
(a) collect only data necessary for the agreed-upon Services;
(b) use Personal Data only as authorized by this Agreement and Applicable Law;
(c) maintain a written privacy policy accurately describing data practices;
(d) obtain all required consents before collecting or processing Personal Data.

10.2 Michigan Identity Theft Protection Act. Service Provider shall comply with MCL 445.61 et seq., including:
(a) implementing reasonable security measures to protect Personal Data;
(b) properly disposing of records containing Personal Data (MCL 445.72a);
(c) providing timely breach notification to affected individuals and the Michigan Attorney General (MCL 445.72) without unreasonable delay, not to exceed forty-five (45) days.

10.3 Data Security. Service Provider shall implement commercially reasonable administrative, technical, and physical safeguards to protect Client data and Personal Data from unauthorized access, use, disclosure, or destruction.

10.4 Marketing Data. Service Provider shall:
(a) comply with all laws regarding consumer data collection for marketing, including cookie consent and tracking disclosures;
(b) maintain suppression lists and honor opt-out requests;
(c) not sell, share, or transfer consumer data without Client's prior written consent and compliance with Applicable Law.

10.5 Breach Notification. Service Provider shall notify Client of any actual or suspected data breach involving Client data within [____] hours of discovery and cooperate in investigating and remediating the breach.

10.6 Data Return and Destruction. Upon termination, Service Provider shall return or securely destroy all Client data within [____] days and certify such action in writing.

11. CONFIDENTIALITY

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

11.2 Obligations. Recipient shall:
(a) use Confidential Information solely to fulfill obligations under this Agreement;
(b) protect it with at least the same degree of care used for its own confidential information, but no less than reasonable care;
(c) limit disclosure to employees, contractors, and agents with a need to know who are bound by confidentiality obligations at least as protective.

11.3 Exclusions. Confidential Information does not include information that:
(a) is publicly available through no fault of Recipient;
(b) was in Recipient's lawful possession before disclosure;
(c) is independently developed without use of Discloser's Confidential Information;
(d) is rightfully received from a third party without restriction;
(e) is required to be disclosed by law or court order, provided Recipient gives prompt notice and cooperates with efforts to seek protective treatment.

11.4 Duration. Trade Secret obligations continue as long as information qualifies as a Trade Secret under MCL 445.1902. Other Confidential Information obligations continue for [____] years following termination.

11.5 Equitable Relief. Breach may cause irreparable harm; the non-breaching Party may seek injunctive relief without proving actual damages or posting bond, to the extent permitted by Michigan law.

11.6 DTSA Notice. Pursuant to 18 U.S.C. § 1833(b), an individual shall not be held liable under federal or state trade secret law for disclosure made in confidence to a government official or attorney for reporting a suspected violation of law, or in a sealed court filing.

12. NON-COMPETE / NON-SOLICITATION

12.1 Non-Solicitation of Employees. During the Term and for [____] months thereafter, neither Party shall directly or indirectly solicit, recruit, or hire any employee or contractor of the other Party materially involved in the Services, without prior written consent. General advertisements not specifically targeted at such individuals do not violate this provision.

12.2 Non-Solicitation of Clients. During the Term and for [____] months thereafter, Service Provider shall not directly solicit Client's customers or accounts discovered solely through the Services for the purpose of providing competing services.

12.3 Non-Compete. [SELECT ONE]

☐ Non-Compete Included: During the Term and for [____] months thereafter, Service Provider shall not provide substantially similar marketing services to any direct competitor of Client in [________________________________]. Michigan courts enforce non-competes that are reasonable in scope, duration, and geography. MCL 445.774a governs certain franchise contexts; commercial non-competes are analyzed under common-law reasonableness.

☐ Non-Compete Not Included.

12.4 Reasonableness and Reformation. The Parties agree these restrictions are reasonable and necessary. Michigan courts have authority to "blue pencil" or reform overbroad restrictive covenants to make them enforceable (see Bristol Window & Door, Inc. v. Hoogenstyn and progeny).

13. INDEMNIFICATION

13.1 Service Provider Indemnity. Service Provider shall indemnify, defend, and hold harmless Client, its directors, officers, employees, agents, and Affiliates from and against all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising from:
(a) Service Provider's breach of this Agreement;
(b) infringement of third-party IP Rights by Deliverables or Services;
(c) Service Provider's violation of Applicable Law, including the Michigan Consumer Protection Act;
(d) Service Provider's negligence or willful misconduct;
(e) Service Provider's mishandling of Personal Data.

13.2 Client Indemnity. Client shall indemnify, defend, and hold harmless Service Provider, its directors, officers, employees, agents, and Affiliates from Losses arising from:
(a) Client's breach of this Agreement;
(b) infringement of third-party IP Rights by Client Materials;
(c) inaccuracy of factual claims or product representations provided by Client;
(d) Client's negligence or willful misconduct.

13.3 Procedures. The indemnified Party shall: (a) promptly notify the indemnifying Party (failure to give timely notice shall not relieve except to the extent actually prejudiced); (b) grant sole control of defense and settlement; (c) provide reasonable cooperation at the indemnifying Party's expense. No settlement admitting fault or imposing obligations on 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 [________________________________] (e.g., total Fees paid in the twelve (12) months preceding the claim).

14.2 Excluded Claims. Excluded from the cap: (a) indemnification under Section 13; (b) breaches of Section 11 (Confidentiality) or Section 10 (Data Protection); (c) IP Rights infringement; (d) gross negligence, willful misconduct, or fraud; (e) payment of Fees due.

14.3 Consequential Damages Waiver. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.

14.4 Essential Basis. These limitations apply regardless of theory of liability and reflect a fair risk allocation forming an essential basis of the bargain.

15. INDEPENDENT CONTRACTOR STATUS

15.1 Relationship. Service Provider is an independent contractor, not an employee, agent, partner, or joint venturer of Client.

15.2 No Authority to Bind. Service Provider has no authority to bind Client or represent itself as Client's agent or employee.

15.3 Michigan Classification Standards. The Parties intend that Service Provider satisfies Michigan's Economic Reality Test:
(a) Service Provider controls the manner and means of performing Services;
(b) Service Provider has the opportunity for profit or loss;
(c) Service Provider furnishes its own tools, equipment, and workspace;
(d) the Services are not integral to Client's primary business in the manner of an employee's work;
(e) the relationship is not permanent and indefinite;
(f) Service Provider maintains an independently established business.

15.4 Tax Obligations. Service Provider is responsible for all taxes arising from compensation, including self-employment taxes. Client shall issue IRS Form 1099-NEC as required.

15.5 No Benefits. Service Provider is not entitled to employee benefits, workers' compensation, unemployment insurance, or paid leave from Client.

15.6 Workers' Compensation. Service Provider shall maintain workers' compensation insurance as required by Michigan law (MCL 418.101 et seq.) for its own employees.

16. DISPUTE RESOLUTION

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

16.2 Informal Resolution. The Parties shall attempt to resolve disputes through good-faith negotiation for [____] days following written notice.

16.3 Forum Selection. Each Party submits to the exclusive jurisdiction of the state courts of [____] County, Michigan, and the United States District Court for the [Eastern/Western] District of Michigan.

16.4 Arbitration. [SELECT ONE]

☐ Arbitration Elected: Unresolved disputes shall be submitted to binding arbitration by [AAA/JAMS] under its Commercial Arbitration Rules in [________________________________], Michigan, before a single arbitrator. The award is final and binding; judgment may be entered in any court of competent jurisdiction.

☐ Arbitration Not Elected.

16.5 Jury Trial Waiver. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO JURY TRIAL IN ANY ACTION ARISING OUT OF THIS AGREEMENT. Michigan courts generally enforce jury waivers in commercial contracts between sophisticated parties.

16.6 Injunctive Relief. Either Party may seek injunctive relief in any court to protect IP Rights, Confidential Information, or Trade Secrets without posting bond (to the extent permitted by Michigan Court Rules).

16.7 Prevailing Party Attorneys' Fees. The prevailing Party in any action to enforce this Agreement shall recover reasonable attorneys' fees and costs.

16.8 Statute of Limitations. The statute of limitations for breach of a written contract under Michigan law is six (6) years (MCL 600.5807(8)).

17. GENERAL PROVISIONS

17.1 Notices. All notices shall be in writing, delivered by personal delivery, certified mail (return receipt requested), overnight courier, or email with confirmed receipt to the addresses in Section 1 or as updated in writing.

17.2 Assignment. Neither Party may assign without the other's prior written consent, except to an Affiliate or successor in a merger, acquisition, or asset sale, provided the assignee assumes all obligations in writing.

17.3 Force Majeure. Neither Party is liable for delay or failure to perform due to causes beyond reasonable control (acts of God, pandemics, war, government actions, internet failures). If a Force Majeure Event continues for [____] days, either Party may terminate upon written notice.

17.4 Severability. If any provision is held unenforceable, the remaining provisions continue in force. The Parties shall negotiate a replacement provision approximating the original intent.

17.5 Entire Agreement. This Agreement, including Exhibits and SOWs, constitutes the entire agreement and supersedes all prior agreements on its subject matter.

17.6 Amendments and Waivers. Amendments require written agreement signed by both Parties. Waivers must be in writing. A waiver on one occasion does not waive subsequent breaches.

17.7 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts. Electronic signatures are valid under the Michigan Uniform Electronic Transactions Act (MCL 450.831 et seq.) and federal ESIGN Act (15 U.S.C. § 7001 et seq.).

17.8 Insurance. Service Provider shall maintain throughout the Term:
(a) Commercial General Liability: $[________________________________] per occurrence;
(b) Professional Liability / E&O: $[________________________________];
(c) Cyber Liability: $[________________________________];
(d) Workers' Compensation as required by Michigan law.
Certificates of insurance shall be provided upon request. Client shall be named additional insured on the CGL policy.

17.9 Publicity. Neither Party shall use the other's name, logo, or trademarks in public statements without prior written consent.

17.10 Interpretation. Headings are for convenience. "Including" means "including without limitation." Statutory references include amendments and successors.

17.11 No Third-Party Beneficiaries. This Agreement benefits only the Parties and their permitted assigns.

18. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

EXHIBIT A - STATEMENT OF WORK

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

1. Description of Services:
[________________________________]

2. Deliverables:

3. Timeline and Milestones: [________________________________]

4. Fees and Payment Schedule: [________________________________]

5. Client Responsibilities: [________________________________]

6. Special Terms: [________________________________]

EXHIBIT B - FEE SCHEDULE

Monthly Retainer: $[________________________________]
Media Commission Rate: [____]% of gross media spend
Performance Bonuses: [________________________________]

EXHIBIT C - SERVICE LEVEL STANDARDS

Reporting:
☐ Weekly performance reports
☐ Monthly analytics dashboard
☐ Quarterly business reviews

KPIs: [________________________________]

This template is for informational purposes only and does not constitute legal advice. Have it reviewed by a qualified Michigan attorney before use. Verify all citations for current applicability.