MARKETING & ADVERTISING SERVICES AGREEMENT

(Montana Jurisdiction)

[// GUIDANCE: This template is drafted for B2B marketing and advertising engagements governed by Montana law. Montana is uniquely notable as the only state that is NOT at-will employment — the Wrongful Discharge from Employment Act (MCA §§ 39-2-901 to 39-2-915) governs employment termination. Montana has no sales tax, a 10% default interest rate, and a 5-year SOL on written contracts. IC classification must be handled with extreme care.]

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 and Rate Card
    Exhibit C — Data Processing Addendum

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 Office: [________________________________]
("Client")

Service Provider:
Name: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
Principal Office: [________________________________]
("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 creative services as further described herein and in each Statement of Work.

B. Service Provider possesses the expertise, personnel, and resources necessary to perform such services and desires to be engaged by Client on the terms set forth in this Agreement.

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

2. DEFINITIONS

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

"Applicable Law" — All federal, state, and local laws, statutes, regulations, ordinances, and orders applicable to the Services, including the Montana Code Annotated, Montana Unfair Trade Practices and Consumer Protection Act (MCA §§ 30-14-101 to 30-14-142), Montana Telemarketing Registration and Fraud Prevention Act (MCA §§ 30-14-1401 to 30-14-1418), FTC Act (15 U.S.C. § 45), CAN-SPAM Act (15 U.S.C. § 7701 et seq.), Telephone Consumer Protection Act (47 U.S.C. § 227), and all FTC Guides and Endorsement Guidelines (16 C.F.R. Part 255).

"Background IP" — Intellectual property owned or developed by a Party independently of this Agreement, whether created before or during the Term.

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

"Client Materials" — All information, content, data, trademarks, logos, brand guidelines, 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, reports, copy, graphics, videos, media plans, analytics reports, 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 including patents, copyrights, trademarks, service marks, trade dress, trade secrets, moral rights, rights of publicity, and all analogous rights.

"Marketing Data" — Any data collected, generated, or processed in connection with the Services, including customer lists, analytics data, audience segments, conversion metrics, and lead information.

"Personal Information" — Information that identifies or is reasonably capable of being associated with an identifiable individual, as defined under Montana data breach notification law (MCA § 30-14-1704) and applicable federal law.

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

"Statement of Work" or "SOW" — A document substantially in the form of Exhibit A, executed by both Parties, that describes specific Services, Deliverables, timelines, and pricing.

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

"Trade Secret" — As defined under the Montana Uniform Trade Secrets Act (MCA §§ 30-14-1701 to 30-14-1736) 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 to perform the Services described in this Agreement and each SOW. Service Provider accepts such engagement and agrees to perform the Services in accordance with the terms herein.

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

☐ Brand Strategy and Positioning
☐ Creative Development (design, copywriting, video production)
☐ Digital Marketing (SEO, SEM, PPC advertising)
☐ Social Media Management and Advertising
☐ Email Marketing Campaigns
☐ Content Marketing and Blog Management
☐ Public Relations and Media Outreach
☐ Website Development and Optimization
☐ Market Research and Analytics
☐ Print and Traditional Advertising
☐ Event Marketing and Promotion
☐ Influencer Marketing Coordination
☐ Tourism and Outdoor Recreation Marketing
☐ Other: [________________________________]

3.3 Statements of Work. (a) Each SOW becomes part of this Agreement when executed by both Parties. (b) In the event of a conflict between this Agreement and an SOW, this Agreement controls unless the SOW expressly states otherwise with specific reference to the conflicting provision.

3.4 Performance Standards. Service Provider shall:
(a) perform the Services in a professional and workmanlike manner consistent with industry standards;
(b) comply with all Applicable Law, including FTC guidelines, CAN-SPAM requirements, TCPA regulations, and Montana consumer protection laws;
(c) assign qualified personnel with appropriate skills and experience; and
(d) meet all deadlines and milestones set forth in each SOW.

3.5 Subcontractors. Service Provider shall not subcontract any material portion of the Services without Client's prior written consent. Approved subcontractors must be bound by confidentiality and IP assignment obligations consistent with this Agreement. 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 adjustments to scope, timeline, and fees.

4. CREATIVE OWNERSHIP AND INTELLECTUAL PROPERTY

4.1 Background IP. Each Party retains all rights in its Background IP. Neither Party acquires any rights in the other Party's Background IP except as expressly granted herein.

4.2 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 an SOW are deemed "works made for hire" with Client as the author.

4.3 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 the applicable Fees. Service Provider shall execute all documents and take all actions reasonably requested by Client 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 Service Provider's Background IP solely as embedded 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 to perform the Services during the Term.

4.6 Third-Party Materials. Service Provider shall identify all Third-Party Materials incorporated into Deliverables and provide Client with copies of applicable license terms. Service Provider shall ensure that all Third-Party Materials are properly licensed for Client's intended use.

4.7 Moral Rights. To the maximum extent permitted by law, Service Provider waives all moral rights in the Deliverables, including rights of attribution and integrity.

4.8 Right of Publicity. Service Provider shall not use the name, image, likeness, or persona of any individual in any Deliverable without obtaining proper written consent or release. Montana recognizes a common-law right of privacy, and the Montana Supreme Court has adopted the Restatement (Second) of Torts approach to privacy torts, including appropriation of name or likeness. Service Provider shall ensure compliance with all applicable publicity and privacy rights.

5. FEES AND PAYMENT

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

☐ Fixed Project Fee: $[________________________________]
☐ Monthly Retainer: $[________________________________]
☐ Hourly Rate: $[________________________________]/hour
☐ Commission/Performance-Based: [________________________________]%
☐ Media Buying Commission: [________________________________]%
☐ Hybrid: [________________________________]

5.2 Invoicing. Service Provider shall submit invoices in accordance with the schedule set forth in each SOW. Unless otherwise specified, invoices are due [____] days from the date of receipt ("Net [____]").

5.3 Expenses. Client shall reimburse pre-approved, documented out-of-pocket expenses at cost. Expenses exceeding $[________________________________] individually or $[________________________________] in aggregate per SOW require Client's prior written approval.

5.4 Media Costs. Media placement costs are separate from Service Provider's Fees. Client shall pay media costs directly to vendors or reimburse Service Provider pursuant to the applicable SOW. Service Provider shall provide detailed media cost documentation upon request.

5.5 Late Payments. Overdue amounts bear interest at the lesser of [____]% per month or the maximum rate permitted under Montana law. Pursuant to MCA § 31-1-106, the legal rate of interest in Montana is 10% per annum absent a written agreement specifying otherwise. The Parties may agree to a different rate in writing, subject to Montana usury restrictions.

[// GUIDANCE: Montana's legal rate of interest is 10% per annum (MCA § 31-1-106). A higher contractual rate is permitted but subject to restrictions under Montana's usury laws. Montana has NO state sales tax. The statute of limitations for written contracts is 5 years (MCA § 27-2-202).]

5.6 Taxes. Fees are exclusive of all applicable taxes. Montana does not impose a general sales tax. Client is responsible for any use, excise, or other taxes imposed on the Services, except taxes based on Service Provider's net income. The absence of a Montana sales tax simplifies tax treatment but does not eliminate potential federal tax obligations.

5.7 Disputed Invoices. Client shall notify Service Provider in writing of any disputed amounts within [____] days of invoice receipt, specifying the basis for the dispute in reasonable detail. Client shall timely pay all undisputed amounts. The Parties shall negotiate in good faith to resolve any billing disputes.

6. TERM AND TERMINATION

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

6.2 Renewal. Upon expiration of the Initial Term, this Agreement automatically renews for successive [________________________________] periods (each a "Renewal Term") unless either Party provides written notice of non-renewal at least [____] days before the end of the then-current term.

6.3 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party:
(a) materially breaches this Agreement and fails to cure within [____] days after receiving written notice specifying the breach; or
(b) becomes insolvent, files a voluntary petition in bankruptcy, has an involuntary petition filed against it, or makes an assignment for the benefit of creditors.

6.4 Termination for Convenience. Either Party may terminate this Agreement or any SOW for convenience upon [____] days' prior written notice.

6.5 Effect of Termination. Upon expiration or termination:
(a) Client shall pay Service Provider for all Services performed and approved expenses incurred through the effective termination date;
(b) Service Provider shall deliver to Client all completed and in-progress Deliverables (to the extent paid for);
(c) each Party shall return or destroy the other Party's Confidential Information, subject to legally required retention;
(d) all licenses granted by Client to Service Provider terminate immediately; and
(e) Service Provider shall provide reasonable transition assistance for a period of [____] days at Service Provider's then-current hourly rates.

6.6 Survival. Sections 2, 4, 5 (as to accrued obligations), 8, 10, 11, 12, 13, 14, 16, and 17 survive termination or expiration.

7. CLIENT OBLIGATIONS

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

7.2 Accuracy of Client Materials. Client is responsible for the accuracy, completeness, and legality of all Client Materials provided to Service Provider. Client represents that it has all necessary rights, licenses, and permissions to provide the Client Materials for use in the Services.

7.3 Approvals. Client shall review and approve or provide feedback on Deliverables within [____] business days of submission. Failure to respond within the review period constitutes deemed approval. Material delays in Client feedback may result in corresponding adjustments to timelines and fees.

7.4 Account Access. Where the Services require access to Client's advertising platforms, social media accounts, analytics tools, or other systems, Client shall provide Service Provider with the necessary credentials and permissions. Client retains ownership of all accounts and may revoke access at any time upon notice.

7.5 Regulatory Information. Client shall promptly inform Service Provider of any industry-specific regulatory requirements, restrictions, or compliance obligations applicable to Client's business that may affect the Services.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations. Each Party represents and warrants that:
(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
(b) it has full power and authority to execute, deliver, and perform this Agreement;
(c) this Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms; and
(d) its performance will not violate any other agreement to which it is a party or any Applicable Law.

8.2 Service Provider Representations. Service Provider further represents and warrants that:
(a) the Services will be performed in a professional manner consistent with generally accepted industry standards;
(b) the Deliverables will conform to the specifications set forth in the applicable SOW;
(c) no Deliverable will infringe or misappropriate any third-party IP Rights;
(d) Service Provider has, or will obtain, all rights necessary to grant the licenses and assignments contemplated herein;
(e) all Services will be performed in compliance with Applicable Law, including Montana consumer protection standards; and
(f) Service Provider will not knowingly incorporate any defamatory, obscene, or unlawful content into the Deliverables.

8.3 Client Representations. Client further represents and warrants that:
(a) all Client Materials are accurate and do not infringe any third-party rights;
(b) Client has all necessary rights and authorizations to provide the Client Materials; and
(c) Client's products, services, and business practices comply with Applicable Law.

8.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, 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 GUARANTEE SPECIFIC MARKETING RESULTS, METRICS, OR RETURN ON INVESTMENT.

9. ADVERTISING LAW COMPLIANCE

9.1 FTC Compliance. Service Provider shall ensure all advertising and marketing materials comply with the Federal Trade Commission Act (15 U.S.C. § 45), FTC Endorsement Guides (16 C.F.R. Part 255), and all applicable FTC enforcement guidance regarding:
(a) truthfulness and substantiation of advertising claims;
(b) clear and conspicuous disclosure of material connections and sponsored content;
(c) native advertising and influencer marketing disclosure requirements; and
(d) online advertising, including dark patterns and negative option marketing rules.

9.2 Montana Unfair Trade Practices and Consumer Protection Act. All marketing activities shall comply with the Montana Unfair Trade Practices and Consumer Protection Act of 1973 (MCA §§ 30-14-101 to 30-14-142). Under MCA § 30-14-103, it is unlawful for any person to use unfair methods of competition or deceptive trade practices in the conduct of any trade or commerce. Specifically, the following are prohibited:
(a) representing that goods or services have characteristics, ingredients, uses, benefits, or quantities that they do not have;
(b) representing that goods or services are of a particular standard, quality, or grade when they are not;
(c) advertising goods or services with the intent not to sell them as advertised;
(d) making false or misleading statements of fact concerning the reasons for, existence of, or amounts of price reductions;
(e) engaging in unconscionable conduct in connection with any transaction; and
(f) using deceptive representations in soliciting consumers.

Remedies under MCA § 30-14-133: A consumer who suffers damages may recover actual damages or $500, whichever is greater. The court may award up to three times actual damages for willful or reckless violations, plus reasonable attorneys' fees.

[// GUIDANCE: Montana's UTPA provides strong consumer remedies, including treble damages and a $500 minimum. The Montana Attorney General also has broad enforcement authority, including seeking injunctive relief and civil penalties. Marketing professionals should ensure all advertising claims are substantiated and not misleading.]

9.3 CAN-SPAM Compliance. All commercial email communications shall comply with the CAN-SPAM Act (15 U.S.C. § 7701 et seq.), including:
(a) accurate "From" and "Subject" lines;
(b) identification as an advertisement where required;
(c) valid physical postal address;
(d) conspicuous opt-out mechanism honored within 10 business days; and
(e) prohibition on harvested or purchased email addresses without proper consent.

9.4 Telemarketing Compliance. Any telemarketing activities shall comply with the Telephone Consumer Protection Act (47 U.S.C. § 227), FTC Telemarketing Sales Rule (16 C.F.R. Part 310), the National Do Not Call Registry, and the Montana Telemarketing Registration and Fraud Prevention Act (MCA §§ 30-14-1401 to 30-14-1418), including:
(a) registration with the Montana Department of Justice before conducting telemarketing;
(b) compliance with the Montana do-not-call list;
(c) restrictions on autodialed calls, prerecorded messages, and text message marketing;
(d) required identification disclosures at the beginning of each call; and
(e) prohibition on telemarketing fraud, including misrepresenting the nature of goods or services offered.

[// GUIDANCE: Montana requires telemarketing registration with the Department of Justice (MCA § 30-14-1403). Violations can result in civil penalties and criminal prosecution. The Act specifically addresses telemarketing fraud and provides for enhanced penalties.]

9.5 Social Media and Influencer Marketing. Service Provider shall ensure that all social media marketing and influencer engagements include proper disclosures of material connections in compliance with FTC guidelines. All influencer agreements shall be in writing and require compliance with applicable disclosure obligations.

9.6 Testimonials and Endorsements. Any testimonials, reviews, or endorsements used in marketing materials shall be truthful, substantiated, and reflect honest opinions. Service Provider shall not create, solicit, or publish fake reviews or misleading testimonials.

9.7 Industry-Specific Compliance. If Client operates in a regulated industry, Service Provider shall adhere to any additional advertising restrictions communicated by Client in writing, including but not limited to regulations applicable to natural resources, tourism, agriculture, or healthcare in Montana.

10. DATA PROTECTION AND PRIVACY

10.1 Data Collection. Service Provider shall collect, use, and process Marketing Data and Personal Information only as necessary to perform the Services and in compliance with Applicable Law. Service Provider shall not sell, rent, or share Personal Information with third parties except as authorized by this Agreement or required by law.

10.2 Montana Data Breach Notification. Service Provider shall comply with Montana's data breach notification statute (MCA § 30-14-1704), including:
(a) implementing reasonable security measures to protect Personal Information;
(b) notifying Client within [____] hours of discovering any actual or suspected breach involving Personal Information;
(c) cooperating with Client in providing required notifications to affected individuals without unreasonable delay; and
(d) if more than 500 Montana residents are affected, providing notice to the Montana Attorney General and major credit reporting agencies.

10.3 Digital Tracking and Cookies. Service Provider shall implement appropriate notice and consent mechanisms for cookies, pixels, and other tracking technologies used in the Services, consistent with applicable federal and state privacy requirements.

10.4 Children's Privacy. Service Provider shall not knowingly collect Personal Information from children under 13 and shall comply with the Children's Online Privacy Protection Act (15 U.S.C. § 6501 et seq.) ("COPPA") in all marketing activities.

10.5 Data Processing Addendum. If the Services involve processing Personal Information subject to enhanced privacy requirements, the Parties shall execute the Data Processing Addendum attached as Exhibit C.

10.6 Data Return and Deletion. Upon termination of this Agreement, Service Provider shall, at Client's election, return or securely destroy all Marketing Data and Personal Information in its possession, and certify such return or destruction in writing within [____] days.

11. CONFIDENTIALITY

11.1 Definition. "Confidential Information" means any non-public information disclosed by one Party ("Discloser") to the other ("Recipient") in connection with this Agreement that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Confidential Information includes Trade Secrets, business plans, customer lists, pricing information, marketing strategies, financial data, and technical information.

11.2 Obligations. Recipient shall:
(a) use Confidential Information solely to perform obligations or exercise rights under this Agreement;
(b) protect Confidential Information with at least the same degree of care used for its own confidential information, but no less than reasonable care;
(c) restrict disclosure to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations at least as protective as this Section; and
(d) not disclose Confidential Information to any third party without Discloser's prior written consent.

11.3 Exclusions. Confidential Information does not include information that:
(a) is or becomes publicly available through no fault of Recipient;
(b) was known to Recipient before disclosure, as evidenced by written records;
(c) is independently developed by Recipient without use of or reference to the Confidential Information; or
(d) is received from a third party without breach of any obligation of confidentiality.

11.4 Compelled Disclosure. Recipient may disclose Confidential Information if required by law, regulation, or court order, provided Recipient: (i) gives Discloser prompt written notice to the extent permitted; (ii) cooperates with Discloser's efforts to obtain protective treatment; and (iii) discloses only the minimum information required.

11.5 Trade Secrets. The Parties acknowledge that certain Confidential Information may constitute Trade Secrets under the Montana Uniform Trade Secrets Act (MCA §§ 30-14-1701 to 30-14-1736) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.). Obligations with respect to Trade Secrets survive for so long as the information qualifies as a Trade Secret.

11.6 Injunctive Relief. Each Party acknowledges that a breach of this Section 11 may cause irreparable harm for which monetary damages would be inadequate. The non-breaching Party is entitled to seek injunctive and other equitable relief without posting a bond, in addition to all other available remedies.

12. NON-COMPETE / NON-SOLICITATION

12.1 Non-Compete. Montana courts generally enforce reasonable non-compete agreements. The Parties agree to the following non-compete provision, to the extent enforceable under Montana law:

[SELECT ONE]

☐ (a) Non-Compete Included. During the Term and for [____] months following termination, Service Provider shall not, within [________________________________] (geographic area), directly provide marketing and advertising services that are substantially similar to the Services to the specific clients of Client who were served under this Agreement.

☐ (b) No Non-Compete. The Parties elect not to include a non-compete provision in this Agreement.

[// GUIDANCE: Montana enforces reasonable non-compete agreements. Courts evaluate reasonableness based on geographic scope, duration, and the scope of restricted activities. Non-competes must be supported by adequate consideration. Given Montana's unique employment law (Wrongful Discharge from Employment Act), non-compete provisions should be carefully drafted to avoid unintended employment-law implications.]

12.2 Non-Solicitation of Employees. During the Term and for [____] months following termination, neither Party shall directly solicit for employment any employee of the other Party who was materially involved in the Services, without the other Party's prior written consent. This restriction does not apply to:
(a) general employment advertisements or postings not specifically directed at the other Party's employees;
(b) employees who independently contact the hiring Party without solicitation; or
(c) employees who have been terminated by the other Party.

12.3 Non-Solicitation of Clients. During the Term and for [____] months following termination, Service Provider shall not directly solicit Client's customers whose identities were learned solely through the performance of Services, for the purpose of providing competitive marketing services.

13. INDEMNIFICATION

13.1 Service Provider Indemnification. Service Provider shall indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
(a) infringement or misappropriation of any third-party IP Rights by the Deliverables (excluding Client Materials);
(b) Service Provider's violation of Applicable Law, including advertising and consumer protection laws;
(c) Service Provider's negligence or willful misconduct;
(d) any data breach caused by Service Provider's failure to maintain required security measures; or
(e) Service Provider's breach of its representations, warranties, or covenants under this Agreement.

13.2 Client Indemnification. Client shall indemnify, defend, and hold harmless Service Provider and its officers, directors, employees, and agents from and against all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
(a) Client Materials, including any claim that Client Materials infringe third-party rights;
(b) Client's products, services, or business practices;
(c) Client's negligence or willful misconduct; or
(d) Client's breach of its representations, warranties, or covenants under this Agreement.

13.3 Indemnification Procedures. The indemnified Party shall:
(a) promptly notify the indemnifying Party of any claim (provided that failure to give prompt notice does not relieve the indemnifying Party except to the extent it is actually prejudiced);
(b) grant the indemnifying Party sole control of the defense and settlement; and
(c) provide reasonable cooperation at the indemnifying Party's expense.
The indemnifying Party shall not settle any claim that admits fault or imposes obligations on the indemnified Party without the indemnified Party's prior written consent.

13.4 Treble Damages Notice. The Parties acknowledge that under Montana's UTPA (MCA § 30-14-133), courts may award up to three times actual damages for willful or reckless violations. Each Party shall promptly notify the other of any consumer complaint or regulatory inquiry relating to the Services.

14. LIMITATION OF LIABILITY

14.1 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED [THE GREATER OF (A) $[____] OR (B) THE TOTAL FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE [____]-MONTH PERIOD PRECEDING THE CLAIM].

14.2 Excluded Claims. The liability cap does not apply to:
(a) indemnification obligations under Section 13;
(b) breaches of confidentiality under Section 11;
(c) IP infringement or misappropriation;
(d) a Party's gross negligence or willful misconduct;
(e) treble damages awarded under Montana's UTPA;
(f) Service Provider's violation of advertising or consumer protection laws; or
(g) obligations to pay Fees due under this Agreement.

14.3 Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.4 No Guarantee of Results. Client acknowledges that marketing results depend on numerous factors beyond Service Provider's control, including market conditions, competition, and consumer behavior. Service Provider does not guarantee specific outcomes, rankings, conversion rates, or return on investment.

15. INDEPENDENT CONTRACTOR STATUS

15.1 Relationship. Service Provider is an independent contractor and not an employee, partner, agent, or joint venturer of Client. Nothing in this Agreement creates an employment relationship, partnership, joint venture, or agency.

15.2 No Authority to Bind. Service Provider has no authority to bind Client, incur obligations on Client's behalf, or represent itself as Client's employee or agent, except as expressly authorized in writing for specific marketing activities.

15.3 Taxes and Benefits. Service Provider is solely responsible for:
(a) payment of all federal, state, and local taxes, including self-employment taxes and Montana income taxes;
(b) obtaining and maintaining all business licenses, permits, and registrations required under Montana law; and
(c) providing its own tools, equipment, and workspace unless otherwise agreed in an SOW.

15.4 No Employee Benefits. Service Provider is not entitled to any employee benefits from Client, including health insurance, retirement benefits, workers' compensation, unemployment insurance, or paid leave.

15.5 Control. Client may direct the desired results of the Services but shall not control the manner, means, or methods by which Service Provider performs the Services. Service Provider retains discretion over scheduling, staffing, and work methods.

15.6 Montana Wrongful Discharge Act Notice. The Parties acknowledge that Montana is the only state without at-will employment. The Montana Wrongful Discharge from Employment Act (MCA §§ 39-2-901 to 39-2-915) provides that a discharge is wrongful if it was not for good cause after the employee completed a probationary period. This Act applies only to employees, not independent contractors. If Service Provider is reclassified as an employee by any governmental authority or court, the Parties acknowledge that the WDEA may apply to the relationship.

[// GUIDANCE: Montana's Wrongful Discharge from Employment Act (WDEA) is unique in the United States. Unlike all other states, Montana is not at-will employment. Under the WDEA, after a probationary period (typically 6 months or as stated in employer policy), an employee may only be discharged for "good cause." This makes proper IC classification especially critical in Montana. Misclassification could subject Client to WDEA claims in addition to the usual tax and benefits liability. The WDEA provides for lost wages and benefits up to 4 years and punitive damages where fraud or malice is shown. Ensure the actual working relationship supports IC status — particularly that Client does not control the manner and means of work performance.]

16. DISPUTE RESOLUTION

16.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of Montana, without regard to its conflict-of-laws principles.

16.2 Informal Resolution. Before initiating formal proceedings, the Parties shall attempt to resolve any dispute through good-faith negotiations between senior management representatives for a period of not less than [____] days following written notice of the dispute.

16.3 Forum Selection. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Lewis and Clark County, Montana (or [________________________________] County) for any action arising out of or relating to this Agreement, subject to Section 16.4.

16.4 Optional Arbitration. [SELECT ONE]

☐ (a) Arbitration Elected. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by [AAA / JAMS] in accordance with its commercial arbitration rules. The arbitration shall take place in Helena, Montana (or [________________________________]). The arbitrator's award shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

☐ (b) Arbitration Not Elected. All disputes shall be resolved in the courts identified in Section 16.3.

16.5 Jury Trial Waiver. EACH PARTY 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 Prevailing Party Attorneys' Fees. In any action to enforce this Agreement, the prevailing Party is entitled to recover its reasonable attorneys' fees and costs.

16.7 Injunctive Relief. Notwithstanding any dispute resolution provision, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its IP Rights or Confidential Information.

16.8 Statute of Limitations. The Parties acknowledge that the general statute of limitations for actions on written contracts under Montana law is five (5) years (MCA § 27-2-202).

17. GENERAL PROVISIONS

17.1 Entire Agreement. This Agreement, including all Exhibits and SOWs, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings.

17.2 Amendments. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties.

17.3 Waiver. A waiver of any breach or default is effective only if in writing and signed by the waiving Party. A waiver on one occasion does not operate as a waiver of any subsequent breach or default.

17.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the Parties shall substitute an enforceable provision that most closely approximates the intent of the original.

17.5 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except to an Affiliate or a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations in writing.

17.6 Notices. All notices must be in writing and delivered by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth in Section 1 (or as updated by notice). Notices are effective upon receipt.

17.7 Force Majeure. Neither Party is liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters (wildfires, blizzards, earthquakes, floods), acts of government, pandemics, internet or power failures, or civil unrest, provided the affected Party gives prompt notice and uses reasonable efforts to mitigate. If a Force Majeure event continues for more than [____] consecutive days, either Party may terminate the affected SOW upon written notice.

17.8 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Electronic signatures are valid and enforceable pursuant to the Montana Uniform Electronic Transactions Act (MCA §§ 30-18-101 to 30-18-116) and the federal E-SIGN Act (15 U.S.C. § 7001 et seq.).

17.9 Interpretation. Headings are for convenience only. "Including" means "including without limitation." References to statutes include all amendments and successor provisions.

17.10 Insurance. Service Provider shall maintain, at its own expense during the Term:
(a) Commercial General Liability: $[________________________________] per occurrence;
(b) Professional Liability / Errors & Omissions: $[________________________________];
(c) Cyber Liability: $[________________________________]; and
(d) Workers' Compensation as required by Montana law.
Upon request, Service Provider shall furnish certificates of insurance naming Client as an additional insured.

18. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Marketing & Advertising Services 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. Acceptance Criteria:
[________________________________]

6. Key Client Responsibilities:
[________________________________]

7. Special Terms:
[________________________________]

Authorized Signatures:

EXHIBIT B — FEE SCHEDULE AND RATE CARD

Effective Date: [__/__/____]

Annual Rate Adjustment: Rates may be adjusted annually by no more than [____]% upon [____] days' written notice prior to the start of a Renewal Term.

EXHIBIT C — DATA PROCESSING ADDENDUM

1. Scope. This Data Processing Addendum ("DPA") governs Service Provider's processing of Personal Information on behalf of Client in connection with the Services.

2. Definitions. Terms not defined herein have the meanings set forth in the Agreement.

3. Processing Instructions. Service Provider shall process Personal Information only in accordance with Client's documented instructions and this Agreement.

4. Security Measures. Service Provider shall implement and maintain appropriate technical and organizational measures to protect Personal Information, including:
(a) encryption of Personal Information in transit and at rest;
(b) access controls limiting access to authorized personnel;
(c) regular security assessments and vulnerability testing; and
(d) employee training on data protection and security.

5. Breach Notification. Service Provider shall notify Client within [____] hours of becoming aware of any Personal Information breach, providing: (i) the nature of the breach; (ii) categories and approximate number of individuals affected; (iii) likely consequences; and (iv) measures taken or proposed.

6. Sub-processors. Service Provider shall not engage sub-processors without Client's prior written consent. Client's currently approved sub-processors are listed in Schedule 1 to this DPA.

7. Data Subject Rights. Service Provider shall assist Client in responding to requests from individuals exercising their data protection rights.

8. Compliance with Montana Law. Service Provider shall comply with Montana data breach notification requirements (MCA § 30-14-1704) and all applicable federal data protection requirements.

9. Return/Deletion. Upon termination, Service Provider shall return or securely delete all Personal Information within [____] days and certify compliance in writing.

This template is provided for informational purposes only and does not constitute legal advice. It must be reviewed and customized by a qualified attorney licensed in Montana before use. Laws and regulations are subject to change; verify all citations are current at the time of execution.