Marketing & Advertising Services Agreement (New Hampshire)

MARKETING & ADVERTISING SERVICES AGREEMENT

STATE OF NEW HAMPSHIRE

THIS MARKETING & ADVERTISING SERVICES AGREEMENT (the "Agreement") is entered into as of [__/__/____] (the "Effective Date")

BY AND BETWEEN:

AGENCY:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Entity Type: ☐ Corporation ☐ LLC ☐ Sole Proprietorship ☐ Partnership
State of Formation: [________________________________]
("Agency")

AND

CLIENT:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Entity Type: ☐ Corporation ☐ LLC ☐ Sole Proprietorship ☐ Partnership
State of Formation: [________________________________]
("Client")

Agency and Client are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Agency is engaged in the business of providing marketing, advertising, and related creative services; and

WHEREAS, Client desires to engage Agency to perform certain marketing and advertising services as more particularly described in this Agreement and any Statements of Work attached hereto; and

WHEREAS, Agency desires to perform such services for Client upon the terms and conditions set forth herein; and

WHEREAS, the Parties intend that Agency shall perform all services as an independent contractor and not as an employee of Client;

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

1. DEFINITIONS

1.1 "Advertising Materials" means all advertisements, promotional content, marketing collateral, media placements, and related materials created, developed, or produced by Agency under this Agreement.

1.2 "Brand Guidelines" means Client's written standards governing the use of Client's trademarks, logos, trade dress, color palettes, typography, tone of voice, and other brand elements, as provided to Agency and amended from time to time.

1.3 "Campaign" means a coordinated series of marketing activities, advertisements, and promotional efforts designed to achieve specific marketing objectives as described in a Statement of Work.

1.4 "Confidential Information" means all non-public information disclosed by either Party to the other, whether orally, in writing, electronically, or by inspection, including but not limited to trade secrets (as defined in RSA 350-B:1), business plans, marketing strategies, customer lists, pricing data, financial information, creative concepts, campaign performance data, and analytics.

1.5 "Creative Materials" means all original content created by Agency in performance of services, including but not limited to graphic designs, photographs, illustrations, videos, animations, written copy, slogans, taglines, social media content, website content, and any other creative work product.

1.6 "Deliverables" means all work product, Creative Materials, Advertising Materials, reports, analyses, and other tangible outputs that Agency is required to deliver to Client under this Agreement or any SOW.

1.7 "Media Buy" means the purchase of advertising space or time on behalf of Client across any media channels, including but not limited to television, radio, print, digital display, social media, search engine, programmatic, and out-of-home advertising.

1.8 "Pre-Existing IP" means any intellectual property owned by or licensed to either Party prior to the Effective Date or developed outside the scope of this Agreement.

1.9 "SOW" or "Statement of Work" means a written document executed by both Parties that describes the specific services, Deliverables, timelines, and fees for a particular project or Campaign, substantially in the form of Exhibit A.

1.10 "Third-Party Materials" means any content, materials, software, stock images, fonts, music, or other intellectual property owned by third parties and incorporated into the Deliverables.

2. SCOPE OF SERVICES

2.1 Services

Agency shall provide the marketing and advertising services described in each SOW executed by the Parties. Services may include, but are not limited to:

☐ Brand strategy and positioning
☐ Market research and competitive analysis
☐ Creative development (graphic design, copywriting, video production)
☐ Digital marketing (SEO, SEM/PPC, social media, email marketing)
☐ Website design, development, and optimization
☐ Media planning and buying
☐ Public relations and communications
☐ Content marketing and content strategy
☐ Influencer marketing and management
☐ Direct mail and print advertising
☐ Event marketing and experiential campaigns
☐ Analytics, reporting, and performance optimization
☐ Other: [________________________________]

2.2 Statements of Work

Each SOW shall include at minimum: (a) description of services; (b) Deliverables; (c) timeline and milestones; (d) fees and payment schedule; (e) key performance indicators ("KPIs"), if applicable; and (f) approval process. Each SOW, once executed by both Parties, shall be incorporated into and governed by this Agreement.

2.3 Change Orders

Any material changes to an executed SOW must be documented in a written change order signed by authorized representatives of both Parties. Agency shall not be obligated to perform work beyond the scope of an executed SOW without a signed change order.

2.4 Performance Metrics

Where applicable, Agency and Client shall agree upon measurable KPIs in each SOW. Agency shall report on Campaign performance at the frequency specified in the SOW. Agency does not guarantee specific results, rankings, conversion rates, or return on investment unless expressly warranted in writing in the applicable SOW.

3. CREATIVE OWNERSHIP AND INTELLECTUAL PROPERTY

3.1 Work Product Ownership

Select one:

☐ Option A — Work Made for Hire / Assignment: All Creative Materials and Deliverables produced by Agency under this Agreement shall be considered "works made for hire" as defined under 17 U.S.C. § 101. To the extent any Deliverable does not qualify as a work made for hire, Agency hereby irrevocably assigns to Client all right, title, and interest in and to such Deliverable, including all copyrights, upon full payment of all fees due under the applicable SOW.

☐ Option B — License Grant: Agency retains ownership of all Creative Materials and Deliverables and grants Client an exclusive, perpetual, royalty-free, worldwide license to use, reproduce, distribute, display, and create derivative works from the Deliverables for Client's business purposes. Agency shall not license or use the Deliverables for any third party engaged in the same industry as Client.

3.2 Pre-Existing IP

Each Party retains all right, title, and interest in its Pre-Existing IP. To the extent Agency incorporates any of its Pre-Existing IP into the Deliverables, Agency grants Client a non-exclusive, perpetual, royalty-free license to use such Pre-Existing IP solely as embodied in the Deliverables.

3.3 Third-Party Materials

Agency shall identify all Third-Party Materials incorporated into Deliverables and shall ensure that appropriate licenses are obtained. Client shall be responsible for ongoing license fees for Third-Party Materials after delivery, unless otherwise specified in the SOW.

3.4 Portfolio Rights

Agency may display representative samples of work created under this Agreement in Agency's portfolio, website, and marketing materials for self-promotional purposes, subject to the following:

☐ No restriction on portfolio use
☐ Portfolio use permitted after [____] months following Campaign launch
☐ Portfolio use requires prior written consent of Client
☐ Portfolio use prohibited entirely

3.5 Client Materials

Client retains all ownership rights in materials provided to Agency, including Brand Guidelines, trademarks, product images, and customer data. Agency shall use Client materials solely in performance of services under this Agreement.

4. FEES AND PAYMENT

4.1 Fee Structure

Select applicable structure(s):

☐ Monthly Retainer: $[________________________________] per month for services described in the applicable SOW
☐ Project-Based Fee: Fixed fee of $[________________________________] per SOW
☐ Hourly Rate: $[________________________________] per hour; not to exceed $[________________________________] without prior written approval
☐ Commission-Based: [____]% of gross media spend
☐ Performance-Based: Fees tied to achievement of KPIs as specified in Exhibit B
☐ Hybrid: Combination as detailed in Exhibit B

4.2 Media Buying Fees

For Media Buys, Agency shall receive compensation as follows:

☐ Agency commission of [____]% of gross media cost
☐ Markup of [____]% on net media cost
☐ Flat fee per media plan as set forth in the applicable SOW
☐ Pass-through at cost with separate service fee

Agency shall provide Client with verification of media placements and proof of performance. Client shall be responsible for media costs, which shall be invoiced separately from Agency service fees.

4.3 Expenses

Pre-approved out-of-pocket expenses shall be reimbursed at cost. Expenses exceeding $[________________________________] per item or $[________________________________] in aggregate per month require prior written approval from Client.

4.4 Invoicing and Payment

Agency shall invoice Client ☐ monthly ☐ upon milestone completion ☐ upon delivery of Deliverables ☐ per the schedule in Exhibit B. Payment is due within [____] days of receipt of invoice.

4.5 Late Payment

Overdue payments shall bear interest at the rate of [____]% per annum, or if no rate is specified, at the statutory default rate of 10% per annum under RSA 336:1. In the event of non-payment exceeding [____] days past due, Agency may, upon [____] days' written notice, suspend services until payment is received in full.

New Hampshire Interest Note: Under RSA 336:1, the default interest rate on debts is 10% per annum unless otherwise agreed in writing. Parties may contractually specify a different rate. Prejudgment interest in litigation is governed by RSA 524:1-b and is tied to the U.S. Treasury bill rate. There is no general usury cap for business-to-business contracts.

4.6 Taxes

Fees under this Agreement do not include applicable taxes. Client shall be responsible for all applicable taxes, excluding taxes based on Agency's income. New Hampshire does not impose a general sales or use tax, but the 7.6% Business Profits Tax (RSA 77-A) and 0.55% Business Enterprise Tax (RSA 77-E) may apply to Agency's income.

5. TERM AND TERMINATION

5.1 Term

This Agreement shall commence on the Effective Date and continue for a period of [________________________________] (the "Initial Term"), unless earlier terminated as provided herein. After the Initial Term, this Agreement shall automatically renew for successive periods of [________________________________] (each a "Renewal Term") unless either Party provides written notice of non-renewal at least [____] days prior to the end of the then-current term.

5.2 Termination for Convenience

Either Party may terminate this Agreement upon [____] days' written notice to the other Party. Upon termination for convenience, Client shall pay Agency for: (a) all services performed through the effective date of termination; (b) non-cancellable commitments made on Client's behalf (including Media Buys); and (c) reasonable wind-down costs.

5.3 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure within [____] days after receipt of written notice specifying the breach; (b) becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial portion of its assets; or (c) is found to have engaged in fraud or willful misconduct.

5.4 Transition Assistance

Upon termination or expiration, Agency shall provide reasonable transition assistance for a period not to exceed [____] days, including: (a) transferring all Deliverables and Client materials; (b) providing access credentials for all Client accounts managed by Agency; (c) cooperating with successor agencies; and (d) returning or destroying Confidential Information. Transition assistance shall be compensated at Agency's then-current hourly rates.

5.5 Survival

Sections 3 (Intellectual Property), 4.5 (Late Payment), 7 (Confidentiality), 9 (Indemnification), 10 (Limitation of Liability), and 13 (General Provisions) shall survive termination or expiration of this Agreement.

6. CLIENT OBLIGATIONS

6.1 Cooperation

Client shall: (a) provide timely access to Brand Guidelines and all materials necessary for Agency to perform services; (b) designate a primary point of contact with authority to provide approvals; (c) respond to Agency requests for information and approval within [____] business days; and (d) provide accurate and truthful information regarding products, services, and claims.

6.2 Approvals

Client shall review and approve or reject all Deliverables and Advertising Materials within [____] business days of submission. Failure to respond within such period shall be deemed ☐ approval ☐ rejection requiring resubmission. Client is responsible for the accuracy of all factual claims and representations about its products and services included in approved materials.

6.3 Regulatory Information

Client shall promptly inform Agency of any regulatory requirements, restrictions, or guidelines specific to Client's industry that may affect the services, including any FTC consent decrees, corrective advertising orders, or pending investigations.

7. CONFIDENTIALITY

7.1 Obligations

Each Party shall: (a) hold the other Party's Confidential Information in strict confidence; (b) not disclose such information to any third party except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein; and (c) not use such information for any purpose other than performing obligations under this Agreement.

7.2 Trade Secrets

The Parties acknowledge that certain Confidential Information may constitute trade secrets under the New Hampshire Uniform Trade Secrets Act (RSA 350-B) and/or the federal Defend Trade Secrets Act (18 U.S.C. § 1836). Under RSA 350-B:1, a "trade secret" means information that derives independent economic value from not being generally known or readily ascertainable and is the subject of reasonable efforts to maintain secrecy. The statute of limitations for misappropriation claims under RSA 350-B is three (3) years from discovery or when misappropriation should have been discovered. Trade secret protections survive indefinitely.

7.3 DTSA Notice

Pursuant to the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

7.4 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was known to the receiving Party prior to disclosure; (c) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information; or (d) is lawfully obtained from a third party without breach of any confidentiality obligation.

7.5 Preservation of Secrecy

Pursuant to RSA 350-B:5, in any action under the New Hampshire UTSA, a court shall preserve the secrecy of an alleged trade secret by reasonable means, which may include granting protective orders, holding in-camera hearings, and sealing records.

7.6 Duration

Confidentiality obligations under this Section shall continue for a period of [____] years following termination or expiration of this Agreement, except with respect to trade secrets, which shall be protected for as long as they retain trade secret status.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations

Each Party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) the execution of this Agreement does not conflict with any other agreement to which it is a party; and (c) it shall comply with all applicable federal, state, and local laws in performing its obligations hereunder.

8.2 Agency Representations

Agency represents and warrants that: (a) the Deliverables shall be original works of authorship (except for Third-Party Materials and Client materials) and shall not infringe the intellectual property rights of any third party; (b) Agency has the right to grant the licenses and assignments set forth in Section 3; (c) services shall be performed in a professional and workmanlike manner consistent with industry standards; and (d) Agency shall comply with all applicable advertising and marketing laws, including the FTC Act and the New Hampshire Consumer Protection Act (RSA 358-A).

8.3 Client Representations

Client represents and warrants that: (a) all factual information, claims, and representations provided to Agency for inclusion in Advertising Materials are accurate, truthful, and substantiated; (b) Client has all necessary rights, permissions, and licenses in materials provided to Agency; and (c) Client's products and services comply with all applicable laws and regulations.

8.4 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AGENCY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. AGENCY DOES NOT WARRANT SPECIFIC RESULTS FROM ANY CAMPAIGN.

9. ADVERTISING LAW COMPLIANCE

9.1 Federal Compliance

Agency shall ensure that all Advertising Materials comply with applicable federal laws and regulations, including:

(a) FTC Act (15 U.S.C. § 45): All advertising shall be truthful, non-deceptive, and substantiated. Claims shall have a reasonable basis prior to dissemination.

(b) FTC Endorsement Guides (16 C.F.R. Part 255): All endorsements, testimonials, and influencer content shall include clear and conspicuous disclosure of material connections between endorsers and Client.

(c) CAN-SPAM Act (15 U.S.C. § 7701): All commercial email marketing shall include: accurate header information, non-deceptive subject lines, clear identification as an advertisement, a valid physical postal address, a functioning opt-out mechanism, and prompt processing of opt-out requests within 10 business days.

(d) TCPA (47 U.S.C. § 227): Telemarketing and text message campaigns shall comply with the Telephone Consumer Protection Act, including obtaining prior express written consent for autodialed or prerecorded calls and texts to mobile numbers.

9.2 New Hampshire State Compliance

(a) New Hampshire Consumer Protection Act (RSA 358-A): All marketing activities shall comply with New Hampshire's prohibition on unfair or deceptive acts or practices in trade or commerce. RSA 358-A:2 specifically prohibits:

• Representing that goods or services have characteristics, uses, or benefits they do not have
• Advertising goods or services with intent not to sell them as advertised (bait-and-switch)
• Advertising goods without intent to supply reasonably expectable demand unless limitation is disclosed
• Conducting or advertising a going-out-of-business sale lasting more than 60 days, within 2 years of a previous such sale, or without conspicuously stating the commencement date (RSA 358-A:2(VI))
• Making false or misleading statements concerning price reductions

(b) Private Remedies: Under RSA 358-A:10, any person injured by a violation may recover actual damages or $1,000, whichever is greater, plus reasonable attorneys' fees and costs. Willful or knowing violations may result in treble damages.

(c) New Hampshire Telephone Consumer Protection (RSA 359-E): Telemarketing campaigns targeting New Hampshire consumers shall comply with state do-not-call requirements and calling time restrictions. Automated telephone solicitations are regulated, and callers must identify themselves and the purpose of the call at the beginning of each solicitation.

9.3 Influencer and Endorsement Compliance

Agency shall ensure that all influencer marketing and endorsement campaigns include proper disclosures and comply with FTC Endorsement Guides. Agency shall: (a) include disclosure requirements in all influencer contracts; (b) monitor influencer posts for compliance; and (c) take prompt corrective action if disclosures are missing or inadequate.

9.4 Substantiation

Agency shall not create or disseminate any advertising claim on behalf of Client unless Client has provided adequate substantiation for such claim. Client shall be responsible for maintaining substantiation files for all factual claims.

10. DATA PROTECTION AND PRIVACY

10.1 Data Collection

Agency shall collect, use, store, and process consumer data obtained through marketing activities only in accordance with applicable law, Client's privacy policy, and the terms of this Agreement.

10.2 New Hampshire Privacy Provisions

(a) Common-Law Privacy: New Hampshire recognizes a common-law right of privacy including appropriation of name or likeness. Agency shall not use the name, image, or likeness of any individual in marketing materials without proper written consent and release.

(b) Right to Privacy Act (RSA 359-C): Agency shall comply with New Hampshire's requirements for collection and use of personal information, including restrictions on the use of Social Security numbers and credit information for marketing purposes.

(c) Data Breach Notification (RSA 359-C:20): In the event of a security breach involving personal information, notice must be provided to affected individuals and the New Hampshire Attorney General.

(d) Consumer Expectation of Privacy Act (RSA 507-H): New Hampshire enacted the Consumer Expectation of Privacy Act (SB 255, codified at RSA 507-H, effective January 1, 2025). Agency shall comply with all requirements of RSA 507-H, including: (i) providing consumers with a reasonably accessible privacy notice; (ii) honoring consumer rights to access, correct, delete, and obtain a portable copy of their personal data; (iii) obtaining opt-in consent before processing sensitive data; (iv) honoring opt-out requests for targeted advertising, sale of personal data, and profiling; and (v) conducting and documenting data protection assessments for high-risk processing activities. Agency shall cooperate with Client to ensure that all marketing activities comply with these requirements.

10.3 Data Security

Agency shall implement and maintain reasonable administrative, technical, and physical safeguards to protect consumer data and Client Confidential Information against unauthorized access, disclosure, or destruction.

10.4 Breach Notification

In the event of a data breach involving Client data or consumer data collected through marketing activities, Agency shall notify Client within [____] hours of discovery. The Parties shall cooperate in complying with applicable breach notification requirements under RSA 359-C:20.

10.5 CAN-SPAM Compliance Data

Agency shall maintain suppression lists and opt-out records for all email marketing campaigns and shall process unsubscribe requests within 10 business days as required by the CAN-SPAM Act.

10.6 Data Return/Destruction

Upon termination of this Agreement, Agency shall, at Client's election, return or securely destroy all consumer data and personal information collected in connection with marketing activities, and certify such return or destruction in writing.

11. NON-COMPETE AND NON-SOLICITATION

11.1 New Hampshire Non-Compete Law (RSA 275:70)

The Parties acknowledge the following New Hampshire requirements for non-compete agreements:

(a) Prior Disclosure: Under RSA 275:70, any non-compete agreement required as a condition of employment must be provided to the prospective employee prior to the employee's acceptance of the offer. Failure to disclose renders the non-compete unenforceable against the employee; all other agreement provisions remain in force.

(b) Low-Wage Employee Prohibition: Under RSA 275:70-a, non-compete agreements are void and unenforceable against employees earning $14.50 per hour or less (200% of the federal minimum wage).

(c) Legitimate Business Interests: New Hampshire courts enforce non-compete restrictions only to the extent they protect: trade secrets, confidential business information, or special influence over customers acquired during the relationship.

Practitioner Note: This Agreement governs an independent contractor relationship, not employment. However, the principles above inform the reasonableness analysis New Hampshire courts apply to all restrictive covenants.

11.2 Non-Solicitation of Employees

During the term and for a period of [____] months following termination, neither Party shall directly solicit for employment any employee of the other Party who was involved in the performance of services under this Agreement, without the prior written consent of the other Party. This restriction shall not apply to general advertisements or job postings not targeted at specific individuals.

11.3 Competitor Restrictions

Select one:

☐ No Restriction: Agency may provide services to Client's competitors without restriction.

☐ Notification: Agency shall notify Client if Agency begins providing services to a direct competitor of Client operating in [________________________________].

☐ Limited Restriction: During the term and for [____] months thereafter, Agency shall not provide substantially similar services to the following named competitors: [________________________________]. This restriction is limited to the geographic area of [________________________________] and is intended to protect Client's trade secrets and confidential marketing strategies shared with Agency.

11.4 Non-Solicitation of Clients

During the term and for a period of [____] months following termination, Agency shall not solicit Client's customers or accounts to which Agency was introduced or had access solely as a result of this Agreement.

12. INDEMNIFICATION

12.1 Agency Indemnification

Agency shall indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against all third-party claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from: (a) Agency's infringement of any third-party intellectual property rights in the Deliverables (excluding claims arising from Client-provided materials or Client's instructions); (b) Agency's violation of any advertising, marketing, or consumer protection law; (c) Agency's negligence or willful misconduct; or (d) Agency's breach of this Agreement.

12.2 Client Indemnification

Client shall indemnify, defend, and hold harmless Agency and its officers, directors, employees, and agents from and against all third-party claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from: (a) Client's products or services; (b) the accuracy of information, claims, and materials provided by Client; (c) Client's infringement of third-party rights in Client-provided materials; or (d) Client's breach of this Agreement.

12.3 Indemnification Procedure

The indemnified Party shall: (a) promptly notify the indemnifying Party in writing of any claim; (b) allow the indemnifying Party to control the defense and settlement; and (c) cooperate with the indemnifying Party 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 prior written consent.

13. LIMITATION OF LIABILITY

13.1 Cap on Liability

EXCEPT FOR OBLIGATIONS UNDER SECTIONS 7 (CONFIDENTIALITY) AND 12 (INDEMNIFICATION), NEITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE TOTAL FEES PAID OR PAYABLE BY CLIENT TO AGENCY DURING THE [____]-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.2 Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR LOSS OF DATA, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY THEREOF.

13.3 Exceptions

The limitations in Sections 13.1 and 13.2 shall not apply to: (a) either Party's indemnification obligations; (b) either Party's breach of confidentiality obligations; (c) Agency's infringement of Client's intellectual property rights; or (d) damages arising from a Party's fraud, gross negligence, or willful misconduct.

14. INDEPENDENT CONTRACTOR STATUS

14.1 Relationship of the Parties

Agency is an independent contractor and not an employee, partner, joint venturer, or agent of Client. Nothing in this Agreement shall be construed to create an employment relationship.

14.2 New Hampshire Independent Contractor Classification (RSA 281-A:2)

The Parties acknowledge and intend that Agency satisfies New Hampshire's independent contractor classification requirements. New Hampshire applies a strong statutory presumption that a person performing services for pay is an employee. This presumption is rebutted under the ABC test when ALL of the following are met:

(a) Prong A — Control: Agency is free from the control and direction of Client in performing services, both under this Agreement and in fact.

(b) Prong B — Nature of Work: The services are performed outside the usual course of Client's business.

(c) Prong C — Independent Trade: Agency is customarily engaged in an independently established trade, occupation, profession, or business of the same nature as the services performed.

14.3 RSA 281-A:2(VI)(b) Twelve-Criteria Standard

In addition to the ABC test, New Hampshire requires satisfaction of 12 criteria under RSA 281-A:2(VI)(b). A written agreement signed by both parties affirming these criteria is prima facie evidence of compliance. The Parties represent that Agency meets these criteria, including:

☐ Agency possesses or has applied for a federal employer identification number or Social Security number
☐ Agency maintains a separate business with its own office, equipment, or materials
☐ Agency bears the risk of profit or loss from providing services
☐ Agency has continuing or recurring business liabilities or obligations
☐ Agency's success or failure depends on the relationship of receipts to expenditures
☐ Agency performs services for multiple clients or is available to the general public
☐ Agency has an investment in tools, equipment, or services used
☐ Agency is free to offer services in the manner Agency determines
☐ Agency is not required to work exclusively for Client
☐ Agency may hire and fire employees or subcontractors
☐ Services are performed pursuant to this written agreement
☐ Agency carries its own liability and/or workers' compensation insurance

14.4 Tax Obligations

Agency shall be solely responsible for all federal, state, and local taxes, including self-employment taxes. Client shall not withhold taxes from payments to Agency. Client shall report payments to Agency on IRS Form 1099-NEC as required by law.

14.5 No Benefits

Agency shall not be entitled to any employee benefits from Client, including but not limited to health insurance, retirement benefits, workers' compensation, or unemployment insurance.

15. DISPUTE RESOLUTION

15.1 Negotiation

The Parties shall attempt in good faith to resolve any dispute through direct negotiation between senior executives within [____] business days of written notice of the dispute.

15.2 Mediation

If negotiation fails, the Parties shall submit the dispute to non-binding mediation before a mutually agreed mediator in [________________________________], New Hampshire, with costs shared equally.

15.3 Litigation

If mediation fails, either Party may pursue litigation in the Superior Court of the State of New Hampshire, [________________________________] County, or the U.S. District Court for the District of New Hampshire. Each Party consents to personal jurisdiction and venue in such courts.

15.4 Jury Waiver

☐ JURY TRIAL WAIVER: EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

☐ Jury Trial Preserved: The Parties preserve their respective rights to a trial by jury.

15.5 Attorneys' Fees

The prevailing Party in any action arising out of this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

16. GENERAL PROVISIONS

16.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire, without regard to its conflict of law principles.

16.2 Force Majeure

Neither Party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, war, terrorism, labor disputes, or interruption of telecommunications or internet services.

16.3 Notices

All notices under this Agreement shall be in writing and delivered by: (a) personal delivery; (b) certified mail, return receipt requested; (c) nationally recognized overnight courier; or (d) email with confirmation of receipt, to the addresses set forth above or as updated by written notice.

16.4 Entire Agreement

This Agreement, together with all SOWs and Exhibits, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications.

16.5 Amendments

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

16.6 Assignment

Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations hereunder.

16.7 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16.8 Waiver

The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce it at a later time.

16.9 Insurance

Agency shall maintain the following insurance coverage throughout the term:

☐ Commercial general liability: $[________________________________] per occurrence / $[________________________________] aggregate
☐ Professional liability (errors & omissions): $[________________________________] per claim
☐ Cyber liability / data breach coverage: $[________________________________] per incident
☐ Workers' compensation: As required by New Hampshire law (RSA 281-A)
☐ Other: [________________________________]

16.10 Electronic Signatures

The Parties agree that this Agreement may be executed by electronic signature, which shall be deemed an original signature for all purposes pursuant to the Uniform Electronic Transactions Act as adopted in New Hampshire (RSA 294-E).

16.11 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

17. EXECUTION

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

AGENCY:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

CLIENT:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

EXHIBIT A — STATEMENT OF WORK TEMPLATE

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

1. Project Description:
[________________________________]

2. Services to Be Performed:
[________________________________]

3. Deliverables:

4. Campaign Channels:
☐ Digital (specify: ____________________) ☐ Print ☐ Broadcast ☐ Social Media ☐ Email ☐ Direct Mail ☐ Out-of-Home ☐ Other: [____________________]

5. Timeline:
Start Date: [__/__/____]
End Date: [__/__/____]
Key Milestones: [________________________________]

6. Fees:
[________________________________]

7. KPIs and Reporting:
[________________________________]

8. Approval Process:
☐ Client approval required before publication/launch
☐ Approval deemed given if no response within [____] business days

EXHIBIT B — FEE SCHEDULE

Payment Terms: Net [____] days
Late Payment Interest Rate: [____]% per annum

EXHIBIT C — BRAND GUIDELINES ACKNOWLEDGMENT

Agency acknowledges receipt of Client's Brand Guidelines dated [__/__/____] and agrees to adhere to such guidelines in all Creative Materials and Advertising Materials produced under this Agreement.

Agency Signature: [________________________________]
Date: [__/__/____]

This template is provided for informational purposes only and does not constitute legal advice. Consult a licensed New Hampshire attorney before use. Last updated: 2026-03-04.