Marketing & Advertising Services Agreement (Minnesota)

MARKETING & ADVERTISING SERVICES AGREEMENT

(Minnesota Jurisdiction)

CRITICAL MINNESOTA LEGAL NOTICES:

• Non-Compete Ban: Minn. Stat. § 181.988 (eff. July 1, 2023) voids post-employment non-compete agreements. Non-competes in this Agreement are limited to sale-of-business contexts only.
• Service Contract Non-Solicitation Ban: Minn. Stat. § 181.9881 (eff. July 1, 2024) prohibits service providers from including non-solicitation provisions in service agreements that restrict a customer from soliciting or hiring the service provider's employees or independent contractors, except for certain computer professionals.
• MCDPA: Minnesota Consumer Data Privacy Act takes effect July 31, 2025, imposing new data privacy obligations for marketing activities.
• Jury Trial Waiver: Enforceability in Minnesota is unsettled; courts have not clearly endorsed or rejected contractual jury waivers.

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 herein and in any attached Statements of Work.

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

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

2. DEFINITIONS

"Acceptance Criteria" - The objective performance standards and success metrics set forth in the applicable SOW or Exhibit C.

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

"Applicable Law" - All federal, state, and local laws applicable to the Services, including: Minnesota Consumer Fraud Act (Minn. Stat. § 325F.68 et seq.); Minnesota Deceptive Trade Practices Act (Minn. Stat. § 325D.43 et seq.); Minnesota Uniform Trade Secrets Act (Minn. Stat. § 325C.01 et seq.); Minnesota Consumer Data Privacy Act (Minn. Stat. § 325O); Minnesota Data Breach Notification Act (Minn. Stat. § 325E.61); 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 TCPA (47 U.S.C. § 227).

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

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

"Client Materials" - All information, content, data, trademarks, logos, and other materials provided by Client for use in the Services.

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

"Consumer Data" - Personal data as defined under the Minnesota Consumer Data Privacy Act (MCDPA), including data that identifies, relates to, or could reasonably be linked to a Minnesota consumer.

"Deliverables" - All work product, creative materials, copy, graphics, designs, media plans, reports, analytics, and other items to be delivered under a SOW.

"IP Rights" - All worldwide intellectual property rights, whether registered or unregistered, including patents, copyrights, trademarks, trade secrets, moral rights, and rights of publicity.

"Personal Data" - Information about an identified or identifiable natural person, as defined under the MCDPA and Minn. Stat. § 325E.61.

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

"Statement of Work" or "SOW" - A document executed by both Parties, substantially in the form of Exhibit A.

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

"Trade Secret" - As defined under the Minnesota Uniform Trade Secrets Act (Minn. Stat. § 325C.01, subd. 5).

3. SCOPE OF SERVICES

3.1 Engagement. Client retains Service Provider to perform the Services described in this Agreement and each SOW.

3.2 Statements of Work. Each SOW becomes part of this Agreement when signed by both Parties. In a conflict, the SOW controls for its specific engagement.

3.3 Categories of Services. Services may include:

☐ 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 Minnesota 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 Services in a professional manner consistent with industry standards;
(b) comply with all Applicable Law, including Minnesota Consumer Fraud Act (Minn. Stat. § 325F.69) prohibitions on deceptive acts;
(c) meet Acceptance Criteria set forth in the SOW and Exhibit C;
(d) assign qualified personnel with appropriate expertise.

3.5 Subcontractors. Service Provider shall not subcontract material portions of the Services without Client's prior written consent. Service Provider remains responsible for subcontractor performance.

3.6 Change Orders. Changes to an SOW require a written change order signed by both Parties.

4. CREATIVE OWNERSHIP AND INTELLECTUAL PROPERTY

4.1 Background IP. Each Party retains all rights in its Background IP.

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 for Client under an SOW are "works made for hire" with rights vesting in Client.

4.3 Assignment of Rights. To the extent any Deliverable is not a work made for hire, Service Provider irrevocably assigns to Client all right, title, and interest, including all IP Rights, effective upon full payment. Service Provider shall execute documents necessary to perfect the assignment.

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

4.5 License to Client Materials. Client grants Service Provider a limited, non-exclusive, revocable license to use Client Materials solely to perform the Services during the Term.

4.6 Third-Party Materials. Service Provider shall identify all Third-Party Materials in Deliverables and ensure Client receives necessary licenses. License terms shall be provided upon request.

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

4.8 Right of Publicity. Service Provider shall not use any individual's name, likeness, image, voice, or identity in Campaign materials without prior written consent. Minnesota recognizes a common-law right of publicity (see Lake v. Wal-Mart Stores, Inc., 582 N.W.2d 231 (Minn. 1998), recognizing privacy torts). Service Provider shall obtain appropriate releases and maintain records thereof.

5. FEES AND PAYMENT

5.1 Fees. Client shall pay the Fees specified in each SOW and Exhibit B:

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

5.2 Invoicing. Service Provider shall submit invoices per the SOW billing schedule with sufficient detail for verification.

5.3 Payment Terms. Client shall pay undisputed amounts within [____] days of invoice receipt. Client shall notify Service Provider of disputes within [____] days.

5.4 Expenses. Pre-approved reasonable expenses shall be reimbursed upon submission of documentation. Expenses exceeding $[____] require prior written approval.

5.5 Late Payments. Overdue undisputed amounts accrue interest at [____]% per annum, not to exceed 6% per annum, the default legal rate under Minn. Stat. § 334.01. Parties may agree to higher rates but should ensure compliance with Minnesota's usury provisions.

5.6 Taxes. Fees exclude applicable taxes. Client shall pay all sales, use, and other taxes except taxes on Service Provider's income. Minnesota imposes a 6.875% sales tax (Minn. Stat. § 297A.62); certain advertising services may be exempt. Consult a tax advisor.

5.7 Media and Third-Party Costs. Third-party costs shall be paid as specified in the SOW. Service Provider shall not mark up third-party costs unless expressly agreed.

6. TERM AND TERMINATION

6.1 Initial Term. Commences on the Effective Date and continues for [________________________________], unless earlier terminated.

6.2 Renewal. Automatically renews for successive [________________________________] periods unless either Party provides [____] days' written notice of non-renewal.

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

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

6.5 Effect of Termination.
(a) Client shall pay for Services performed through the termination date;
(b) Service Provider shall deliver all Deliverables, Client Materials, and Client data;
(c) each Party shall return or destroy the other's Confidential Information within [____] days;
(d) Sections 2, 4, 5 (accrued), 8-14, 16, and 17 survive.

6.6 Transition Assistance. Service Provider shall provide transition assistance for [____] days at then-current rates.

7. CLIENT OBLIGATIONS

7.1 Cooperation. Client shall provide timely access to personnel, information, approvals, and Client Materials.

7.2 Timely Approvals. Client shall respond to approval requests within [____] business days.

7.3 Accuracy. Client represents that Client Materials are accurate, lawful, and non-infringing. Client is responsible for factual claims, regulatory disclosures, and product representations.

7.4 Designated Contact. Client shall designate a primary contact authorized to provide approvals.

7.5 Regulatory Information. Client shall inform Service Provider of applicable regulatory requirements affecting its advertising.

8. REPRESENTATIONS AND WARRANTIES

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

8.2 Service Provider Warranties. Service Provider further warrants:
(a) Services will be performed professionally consistent with industry standards;
(b) Deliverables will conform to Acceptance Criteria;
(c) Deliverables will not infringe third-party IP Rights;
(d) all necessary Third-Party Materials licenses have been or will be obtained;
(e) marketing materials will comply with the Minnesota Consumer Fraud Act (Minn. Stat. § 325F.69) and FTC Endorsement Guides.

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

9. ADVERTISING LAW COMPLIANCE

9.1 General Compliance. All advertising materials shall comply with:
(a) the FTC Act (15 U.S.C. § 45);
(b) the Minnesota Consumer Fraud Act (Minn. Stat. § 325F.68 et seq.), prohibiting fraud, false pretense, false promise, misrepresentation, misleading statement, or deceptive practice in connection with the sale of merchandise;
(c) the Minnesota Deceptive Trade Practices Act (Minn. Stat. § 325D.43 et seq.), including the enumerated prohibited trade practices in Minn. Stat. § 325D.44;
(d) FTC Endorsement Guides (16 C.F.R. Part 255);
(e) industry-specific advertising regulations.

9.2 Truthfulness and Substantiation. All claims shall be truthful, non-deceptive, and substantiated with reasonable documentation.

9.3 Endorsements and Influencer Marketing. Service Provider shall:
(a) ensure endorsements comply with FTC Endorsement Guides;
(b) require influencers to disclose material connections clearly and conspicuously;
(c) obtain written influencer agreements with disclosure requirements;
(d) verify endorsements reflect honest opinions.

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

9.5 Telemarketing Compliance. If applicable:
(a) TCPA (47 U.S.C. § 227) and FCC rules;
(b) FTC Telemarketing Sales Rule (16 C.F.R. Part 310);
(c) Minnesota Telephone Solicitation Registration (Minn. Stat. § 325E.311);
(d) National and Minnesota Do-Not-Call registries;
(e) calling-hour restrictions.

9.6 Minnesota-Specific Deceptive Practices (Minn. Stat. § 325D.44). Service Provider shall not:
(a) pass off goods or services as those of another;
(b) misrepresent source, sponsorship, or certification;
(c) use deceptive representations or designations of geographic origin;
(d) represent goods or services as having characteristics they do not have;
(e) advertise goods or services with intent not to supply reasonably expectable demand;
(f) make false or misleading statements about price reductions;
(g) engage in any other deceptive trade practice.

9.7 Consumer Fraud Act Compliance (Minn. Stat. § 325F.69). It is unlawful for any person to use any fraud, false pretense, false promise, misrepresentation, misleading statement, or deceptive practice with intent to dispose of merchandise. Service Provider shall ensure all marketing materials comply.

9.8 Native Advertising. All sponsored content shall be clearly labeled as advertising.

10. DATA PROTECTION AND PRIVACY

10.1 Data Collection. If Services involve Personal Data, Service Provider shall:
(a) collect only necessary data;
(b) use data only as authorized by this Agreement and Applicable Law;
(c) maintain an accurate privacy policy;
(d) obtain required consents.

10.2 Minnesota Consumer Data Privacy Act (MCDPA). Effective July 31, 2025, the MCDPA (Minn. Stat. § 325O) requires:
(a) providing consumers with the right to opt out of targeted advertising, sale of personal data, and profiling;
(b) conducting data privacy assessments before processing data for targeted advertising;
(c) honoring universal opt-out mechanisms after January 1, 2026;
(d) obtaining opt-in consent before processing sensitive data;
(e) providing transparency about data collection practices.

Service Provider shall assist Client in complying with MCDPA obligations related to marketing activities and shall not process Consumer Data in violation of MCDPA requirements.

10.3 Data Breach Notification. Service Provider shall comply with Minn. Stat. § 325E.61, including notifying Client and affected individuals promptly following discovery of a breach of security involving Personal Data.

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

10.5 Marketing Data. Service Provider shall:
(a) comply with all laws governing consumer data for marketing, including MCDPA opt-out and targeted advertising requirements;
(b) maintain suppression lists and honor opt-out requests;
(c) not sell or transfer consumer data without consent and compliance with MCDPA;
(d) process data of consumers under 16 only with verifiable parental consent.

10.6 Breach Notification to Client. Service Provider shall notify Client of any data breach within [____] hours of discovery.

10.7 Data Return and Destruction. Upon termination, Service Provider shall return or destroy Client data and Personal Data within [____] days and certify in writing.

11. CONFIDENTIALITY

11.1 Definition. "Confidential Information" means non-public information disclosed by a Discloser to a Recipient, designated as confidential or reasonably understood to be confidential. Includes Trade Secrets, business plans, customer lists, marketing strategies, pricing, and proprietary methodologies.

11.2 Obligations. Recipient shall:
(a) use Confidential Information only for this Agreement's purposes;
(b) protect it with at least reasonable care;
(c) limit disclosure to personnel with a need to know bound by equivalent obligations.

11.3 Exclusions. Excludes information that is: (a) publicly available without fault of Recipient; (b) previously in Recipient's possession; (c) independently developed; (d) received from a third party without restriction; (e) required by law to be disclosed (with prompt notice).

11.4 Duration. Trade Secret obligations continue as long as information qualifies under Minn. Stat. § 325C.01. Other obligations continue for [____] years after termination.

11.5 Equitable Relief. Breach may cause irreparable harm; injunctive relief available without proving actual damages, consistent with Minnesota Rules of Civil Procedure.

11.6 DTSA Notice. Per 18 U.S.C. § 1833(b), individuals are not liable for trade secret disclosures made in confidence for reporting suspected violations or in sealed court filings.

12. NON-COMPETE / NON-SOLICITATION

CRITICAL MINNESOTA RESTRICTIONS:

12.1 Non-Compete Prohibition. Effective July 1, 2023, Minn. Stat. § 181.988 voids post-employment non-compete agreements in Minnesota. This Agreement does NOT contain any provision restricting Service Provider's personnel from performing work for other employers after the termination of their employment. Any restrictive covenant that would function as a non-compete for employees or independent contractors is void and unenforceable under Minnesota law.

Exceptions: Non-competes remain permissible only in connection with: (a) the sale or dissolution of a business; (b) protecting trade secrets during employment (but not post-employment restrictions on competing).

12.2 Service Contract Non-Solicitation Restriction (Minn. Stat. § 181.9881). Effective July 1, 2024, Minnesota law prohibits service providers from including provisions in service agreements that restrict customers from soliciting or hiring the service provider's employees or independent contractors. Accordingly:

(a) Client's Right to Hire: This Agreement does NOT restrict Client from soliciting or hiring Service Provider's employees or independent contractors, except as may be permissible under Minn. Stat. § 181.9881(b) for certain computer professionals.

(b) Service Provider's Right: Service Provider may include reasonable non-solicitation of Service Provider's own clients (i.e., preventing Client from soliciting Service Provider's other clients) to the extent such provision does not violate § 181.9881.

12.3 Permissible Non-Solicitation. 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. This provision does not restrict Service Provider's employees from future employment.

12.4 Trade Secret Protection. Nothing in this Section limits either Party's right to enforce Trade Secret protections under the Minnesota Uniform Trade Secrets Act (Minn. Stat. § 325C.01 et seq.) or the Defend Trade Secrets Act (18 U.S.C. § 1836).

13. INDEMNIFICATION

13.1 Service Provider Indemnity. Service Provider shall indemnify, defend, and hold harmless Client and its directors, officers, employees, and agents from Losses arising from:
(a) Service Provider's breach of this Agreement;
(b) infringement of third-party IP Rights by Deliverables or Services;
(c) violation of Applicable Law, including Minnesota Consumer Fraud Act;
(d) negligence or willful misconduct;
(e) mishandling of Personal Data or Consumer Data.

13.2 Client Indemnity. Client shall indemnify Service Provider from Losses arising from:
(a) Client's breach of this Agreement;
(b) infringement by Client Materials;
(c) inaccuracy of Client-provided factual claims or representations;
(d) Client's negligence or willful misconduct.

13.3 Procedures. (a) Prompt written notice (failure does not relieve except to extent of actual prejudice); (b) indemnifying Party controls defense and settlement; (c) reasonable cooperation at indemnifying Party's expense. No settlement admitting fault without consent.

14. LIMITATION OF LIABILITY

14.1 Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED [________________________________].

14.2 Excluded Claims. (a) Indemnification under Section 13; (b) breaches of Sections 10-11; (c) IP infringement; (d) gross negligence, willful misconduct, or fraud; (e) payment of Fees.

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

14.4 Essential Basis. These limitations reflect fair risk allocation and form 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.

15.2 No Authority to Bind. Service Provider has no authority to bind Client.

15.3 Minnesota Classification. Minnesota uses a multi-factor common-law test (similar to the IRS test) for independent contractor classification, considering: control over manner and means; opportunity for profit or loss; provision of tools and equipment; permanency of relationship; and whether the worker maintains an independent business. Minn. Stat. § 181.722 provides additional criteria for construction industry workers. Service Provider represents that it satisfies applicable classification tests.

15.4 Tax Obligations. Service Provider is responsible for all taxes, including self-employment and Minnesota state income taxes. Client shall issue Form 1099-NEC as required.

15.5 No Benefits. Service Provider is not entitled to employee benefits from Client.

15.6 Workers' Compensation. Service Provider shall maintain workers' compensation insurance as required by Minnesota law (Minn. Stat. § 176.181).

16. DISPUTE RESOLUTION

16.1 Governing Law. Governed by the laws of the State of Minnesota, without conflict-of-laws principles.

16.2 Informal Resolution. Good-faith negotiation for [____] days before formal proceedings.

16.3 Forum Selection. Exclusive jurisdiction in the state courts of [____] County, Minnesota, and the United States District Court for the District of Minnesota.

16.4 Arbitration. [SELECT ONE]

☐ Arbitration Elected: Binding arbitration by [AAA/JAMS] under Commercial Arbitration Rules in [________________________________], Minnesota, before a single arbitrator.

☐ 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.

MINNESOTA PRACTICE NOTE: The enforceability of contractual jury trial waivers in Minnesota is unsettled. Minnesota courts have not definitively ruled on whether such waivers are enforceable in civil commercial contracts. Parties should consult Minnesota counsel and consider arbitration as an alternative.

16.6 Injunctive Relief. Either Party may seek injunctive relief to protect IP Rights, Confidential Information, or Trade Secrets.

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

16.8 Statute of Limitations. Breach of a written contract: six (6) years (Minn. Stat. § 541.05, subd. 1(1)).

17. GENERAL PROVISIONS

17.1 Notices. In writing, delivered by personal delivery, certified mail, overnight courier, or confirmed email to addresses in Section 1 or as updated.

17.2 Assignment. No assignment without written consent, except to an Affiliate or successor in a merger or acquisition, provided assignee assumes all obligations.

17.3 Force Majeure. No liability for delay due to causes beyond reasonable control. If continuing [____] days, either Party may terminate.

17.4 Severability. Invalid provisions severed; remainder continues. Parties shall negotiate replacement provisions.

17.5 Entire Agreement. This Agreement plus Exhibits and SOWs is the entire agreement, superseding all prior agreements.

17.6 Amendments. Written amendments signed by both Parties. Written waivers only; no waiver on one occasion extends to future breaches.

17.7 Counterparts and Electronic Signatures. Counterparts permitted. Electronic signatures valid under the Minnesota Uniform Electronic Transactions Act (Minn. Stat. § 325L.01 et seq.) and federal ESIGN Act.

17.8 Insurance. Service Provider shall maintain:
(a) CGL: $[________________________________] per occurrence;
(b) Professional Liability / E&O: $[________________________________];
(c) Cyber Liability: $[________________________________];
(d) Workers' Compensation per Minnesota law.
Certificates upon request. Client named additional insured on CGL.

17.9 Publicity. Neither Party uses the other's name or marks without written consent.

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

17.11 No Third-Party Beneficiaries. Benefits only the Parties and permitted assigns.

17.12 Interest Rate. The default legal rate in Minnesota is 6% per annum (Minn. Stat. § 334.01). Contractual rates above 8% on amounts under $100,000 may be subject to usury restrictions (Minn. Stat. § 334.01, subd. 1).

18. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties execute 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: [____]%
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 Minnesota attorney before use. Minnesota law regarding non-competes, non-solicitation, data privacy, and jury waivers has changed significantly in 2023-2025; verify all provisions for current compliance.