MARKETING & ADVERTISING SERVICES AGREEMENT

(Commonwealth of Pennsylvania)

[// GUIDANCE: This template is drafted for B2B marketing and advertising engagements governed by Pennsylvania law. Pennsylvania applies the UTPCPL strictly—the PA Supreme Court has held businesses are strictly liable for UTPCPL violations (Commonwealth v. Golden Gate Nat'l Senior Care LLC, 2022). Pennsylvania also applies heightened scrutiny to jury waivers—ensure any such waiver is knowing, voluntary, and mutual. Delete or modify provisions that are unnecessary for your specific transaction.]

TABLE OF CONTENTS

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

1. DOCUMENT HEADER

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

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

and

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

Recitals

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

B. Service Provider represents that it possesses the expertise, personnel, and resources necessary to perform such services.

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 elsewhere in this Agreement:

"Applicable Law" — All federal, state, and local laws, statutes, ordinances, regulations, and rules applicable to the Services, including without limitation the Pennsylvania Unfair Trade Practices and Consumer Protection Law (73 P.S. § 201-1 et seq.) ("UTPCPL"), the Federal Trade Commission Act (15 U.S.C. § 45), the CAN-SPAM Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), and the FTC Endorsement Guides (16 C.F.R. Part 255).

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

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

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

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

"Consumer Data" — Any information collected from or about individual consumers in connection with the Services, including personally identifiable information ("PII") as defined under Pennsylvania's Breach of Personal Information Notification Act (73 P.S. § 2302).

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

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

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

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

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

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

"Trade Secret" — As defined under the Pennsylvania Uniform Trade Secrets Act (12 Pa. C.S. § 5301 et seq.) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.).

3. SCOPE OF SERVICES

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

3.2 Statements of Work. Each SOW shall become part of this Agreement upon execution by both Parties. In the event of any conflict between an SOW and this Agreement, the terms of this Agreement shall control unless the SOW expressly states that it supersedes a specific provision of this Agreement.

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

☐ Brand strategy and positioning
☐ Creative development (print, digital, video, audio)
☐ Digital marketing (SEO, SEM, PPC, display advertising)
☐ Social media management and content creation
☐ Email marketing campaigns (subject to CAN-SPAM compliance)
☐ Telemarketing services (subject to TCPA and PA Telemarketer Registration Act)
☐ Influencer and endorsement campaigns
☐ Public relations and media outreach
☐ Media planning, negotiation, and buying
☐ Market research and analytics
☐ Website design and development
☐ Content marketing and copywriting
☐ Event marketing and experiential campaigns
☐ Other: [DESCRIBE]

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

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

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

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

4. CREATIVE OWNERSHIP AND INTELLECTUAL PROPERTY

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

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

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

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

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

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

4.7 Right of Publicity — Pennsylvania. Where Services involve the use of any individual's name, likeness, image, or persona in advertising or promotional materials, Service Provider shall ensure compliance with 42 Pa. C.S. § 8316 (Unauthorized Use of Name or Likeness). Service Provider shall obtain and provide to Client written consent from each individual whose name or likeness has commercial value prior to such use.

[// GUIDANCE: Under 42 Pa. C.S. § 8316, any natural person whose name or likeness has commercial value and is used for a commercial or advertising purpose may bring an action. The statute provides publisher immunity where the publisher lacks actual knowledge of unauthorized use, but the agency/client should still obtain proper releases.]

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

5. FEES AND PAYMENT

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

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

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

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

5.4 Disputed Invoices. Client shall notify Service Provider in writing of any disputed amounts within [____] days of receipt of the applicable invoice, specifying the nature and basis of the dispute. The Parties shall work in good faith to resolve any billing disputes promptly. Payment of undisputed amounts shall not be withheld pending resolution of disputed amounts.

5.5 Late Payments. Overdue and undisputed amounts shall accrue interest at the rate of six percent (6%) per annum, which is the statutory default interest rate under Pennsylvania law (41 P.S. § 202), or such lesser rate as may be specified in the applicable SOW.

[// GUIDANCE: Pennsylvania's legal rate of interest is 6% per annum (41 P.S. § 202). Parties may agree to a different rate by contract, but usury limits may apply to certain transactions. Consult counsel.]

5.6 Media Buying. Where Service Provider acts as agent for Client in purchasing advertising media, Service Provider shall: (a) act in Client's best interest and secure favorable market rates; (b) pass through all media costs at net rates plus the agreed-upon agency commission or markup specified in the SOW; (c) maintain records of all media purchases; and (d) provide Client with supporting documentation upon request.

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

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

6. TERM AND TERMINATION

6.1 Initial Term. This Agreement commences on the Effective Date and continues for [INITIAL TERM — e.g., one (1) year] (the "Initial Term"), unless earlier terminated in accordance with this Section 6.

6.2 Renewal. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive [RENEWAL TERM — e.g., one (1) year] periods (each a "Renewal Term") unless either Party provides written notice of non-renewal at least [60/90] days before the end of the then-current term.

6.3 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure within [30] days after written notice; (b) becomes insolvent, files for bankruptcy, or has a receiver appointed for a substantial portion of its assets; or (c) is convicted of, or pleads guilty to, a felony or any crime involving fraud or dishonesty.

6.4 Termination for Convenience. Either Party may terminate this Agreement or any SOW for convenience upon [60/90] days' prior written notice. In the event of termination for convenience by Client, Client shall pay Service Provider for: (a) all Services satisfactorily performed through the effective termination date; (b) non-cancellable third-party commitments authorized by Client; and (c) a reasonable wind-down fee as specified in the applicable SOW, if any.

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

6.6 Transition Assistance. For a period of [30/60] days following termination or expiration, Service Provider shall provide reasonable transition assistance to Client at [Service Provider's then-current hourly rates / no additional charge].

7. CLIENT OBLIGATIONS

7.1 Cooperation. Client shall: (a) designate a primary contact with authority to make decisions related to the Services; (b) provide timely access to Client Materials, information, and approvals necessary for Service Provider to perform the Services; and (c) respond to Service Provider's reasonable requests within [____] business days.

7.2 Approvals. Client shall review and approve or reject all Deliverables, creative concepts, and advertising content within [____] business days of submission. Content not rejected within the review period shall be deemed approved.

7.3 Legal Compliance. Client shall ensure that all Client Materials provided to Service Provider comply with Applicable Law, including without limitation truth-in-advertising requirements and intellectual property laws.

7.4 Accuracy of Information. Client represents that all information, product claims, performance data, testimonials, and other factual content provided to Service Provider for use in the Services is accurate, truthful, and substantiated, and does not constitute a deceptive or unfair practice under the UTPCPL (73 P.S. § 201-2).

7.5 Delays. Delays caused by Client's failure to fulfill its obligations under this Section 7 shall not constitute a breach by Service Provider and may entitle Service Provider to additional time and compensation as agreed in a written change order.

8. REPRESENTATIONS AND WARRANTIES

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

8.2 Service Provider Warranties. Service Provider further represents and warrants that: (a) the Services shall be performed in a professional manner consistent with industry standards; (b) the Deliverables shall conform to the specifications in the applicable SOW; (c) no Deliverable will, to Service Provider's knowledge, infringe any third-party IP Rights; (d) Service Provider has and shall maintain all licenses and permits required to perform the Services; and (e) the Services will be performed in compliance with all Applicable Law.

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

9. ADVERTISING LAW COMPLIANCE

9.1 Federal Compliance. Service Provider shall ensure that all advertising and marketing materials created under this Agreement comply with: (a) the Federal Trade Commission Act (15 U.S.C. § 45), including the prohibition on unfair or deceptive acts or practices; (b) the FTC Endorsement Guides (16 C.F.R. Part 255), including disclosure requirements for endorsements, testimonials, and material connections; (c) the CAN-SPAM Act (15 U.S.C. § 7701 et seq.) for commercial email messages; and (d) the Telephone Consumer Protection Act (47 U.S.C. § 227) and FCC implementing rules for telemarketing and automated communications.

9.2 Pennsylvania UTPCPL Compliance. Service Provider shall ensure all marketing content complies with the Pennsylvania Unfair Trade Practices and Consumer Protection Law (73 P.S. § 201-1 et seq.), which prohibits:

(a) Passing off goods or services as those of another;
(b) Causing confusion as to the source, sponsorship, or affiliation of goods or services;
(c) Using deceptive representations or designations of geographic origin;
(d) Representing goods or services as having characteristics, benefits, or qualities they do not have;
(e) Advertising goods or services with intent not to sell them as advertised;
(f) Making false or misleading statements of fact concerning the reasons for, existence of, or amounts of price reductions;
(g) Engaging in any other fraudulent or deceptive conduct creating a likelihood of confusion or misunderstanding.

[// GUIDANCE: The PA Supreme Court has held that UTPCPL liability is strict—no proof of intent is required (Commonwealth v. Golden Gate Nat'l Senior Care LLC). The UTPCPL provides for treble damages and attorneys' fees for private plaintiffs (73 P.S. § 201-9.2). This creates significant exposure for advertising agencies.]

9.3 Substantiation. All objective claims, express or implied, in advertising materials shall be substantiated prior to dissemination. Service Provider shall maintain documentation of claim substantiation and provide such documentation to Client upon request.

9.4 Endorsements and Influencer Marketing. Where the Services involve endorsements, influencer marketing, or testimonials: (a) Service Provider shall ensure compliance with 16 C.F.R. Part 255 and applicable FTC guidance; (b) all material connections between endorsers and Client shall be clearly and conspicuously disclosed; (c) endorsements shall reflect the honest opinions and experiences of the endorser; and (d) Service Provider shall contractually require all influencers and endorsers to comply with these requirements.

9.5 Telemarketing Compliance. If the Services include telemarketing, Service Provider shall: (a) register as required under the Pennsylvania Telemarketer Registration Act (73 P.S. § 2241 et seq.); (b) comply with the National Do Not Call Registry (16 C.F.R. Part 310); (c) comply with TCPA requirements for prior express consent; and (d) maintain call records for the period required by Applicable Law.

9.6 Regulatory Review. Service Provider shall promptly notify Client of any regulatory inquiry, investigation, complaint, or proceeding related to the Services, and shall cooperate with Client in responding to same.

10. DATA PROTECTION AND PRIVACY

10.1 Data Collection. Where the Services involve collection, use, or processing of Consumer Data, Service Provider shall: (a) collect only such data as is reasonably necessary for the Services; (b) use Consumer Data solely for the purposes specified in the applicable SOW; (c) comply with all applicable privacy laws and regulations; and (d) not sell, share, or disclose Consumer Data to third parties except as authorized by Client and permitted by Applicable Law.

10.2 Pennsylvania Breach Notification. Service Provider shall comply with the Pennsylvania Breach of Personal Information Notification Act (73 P.S. § 2301 et seq.). In the event of a breach of security affecting Consumer Data, Service Provider shall: (a) notify Client within [48/72] hours of discovery; (b) cooperate with Client in investigating and remediating the breach; and (c) bear all costs of notification and remediation to the extent the breach resulted from Service Provider's acts or omissions.

10.3 Data Security. Service Provider shall implement and maintain reasonable administrative, technical, and physical safeguards to protect Consumer Data from unauthorized access, use, disclosure, alteration, or destruction, consistent with industry standards and Applicable Law.

10.4 Cookie and Tracking Compliance. Where the Services involve website analytics, ad tracking, pixels, or cookies, Service Provider shall ensure compliance with applicable laws governing online tracking, including providing appropriate disclosures and obtaining consent where required.

10.5 Data Processing Addendum. Where the nature or volume of data processing warrants, the Parties shall execute the Data Processing Addendum attached as Exhibit C.

10.6 Return or Destruction. Upon termination or expiration of this Agreement, Service Provider shall, at Client's election, return or securely destroy all Consumer Data in its possession and certify such return or destruction in writing.

11. CONFIDENTIALITY

11.1 Definition. "Confidential Information" means any non-public information disclosed by one Party (the "Discloser") to the other Party (the "Recipient") in connection with this Agreement, whether disclosed orally, in writing, electronically, or by observation, 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, without limitation, business plans, client lists, marketing strategies, pricing, financial data, Trade Secrets, and proprietary methodologies.

11.2 Obligations. The Recipient shall: (a) use Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; (b) protect Confidential Information with at least the same degree of care it uses for its own confidential information (but not less than reasonable care); and (c) limit disclosure to its employees, agents, and contractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

11.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the Recipient; (b) was known to the Recipient before disclosure without restriction; (c) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information; or (d) is rightfully received from a third party without restriction on disclosure.

11.4 Compelled Disclosure. If the Recipient is compelled by law, regulation, or legal proceeding to disclose Confidential Information, the Recipient shall (to the extent legally permissible) provide the Discloser with prompt advance notice and cooperate with the Discloser's reasonable efforts to obtain protective treatment.

11.5 Trade Secrets. Obligations with respect to Trade Secrets under the Pennsylvania Uniform Trade Secrets Act (12 Pa. C.S. § 5301 et seq.) shall continue for so long as the information qualifies as a Trade Secret. For all other Confidential Information, the obligations under this Section 11 shall survive for [3/5] years following disclosure.

11.6 Equitable Relief. Each Party acknowledges that a breach of this Section 11 may cause irreparable harm for which monetary damages would be inadequate. Accordingly, the non-breaching Party shall be entitled to seek injunctive or other equitable relief without the necessity of proving actual damages or posting a bond.

12. NON-COMPETE / NON-SOLICITATION

12.1 Non-Solicitation of Personnel. During the Term and for [12/18/24] months thereafter, neither Party shall directly or knowingly solicit for employment or engagement any employee or contractor of the other Party who was materially involved in the Services, except through general public solicitations not specifically targeted at such individuals.

12.2 Competitor Restriction. [OPTIONAL — SELECT ONE]

☐ Option A — Non-Compete. During the Term and for [____] months thereafter, Service Provider shall not provide substantially similar services to [NAMED COMPETITOR(S) / competitors in CLIENT'S specific industry segment] within [GEOGRAPHIC SCOPE]. This restriction is limited to the specific type of services performed under this Agreement.

☐ Option B — No Restriction. Service Provider shall be free to provide services to other clients, including Client's competitors, provided that Service Provider complies with its confidentiality obligations under Section 11.

☐ Option C — Ethical Wall. Service Provider may serve Client's competitors provided that it implements reasonable organizational safeguards (an "ethical wall") to prevent the disclosure or misuse of Client's Confidential Information.

[// GUIDANCE: Pennsylvania courts generally enforce reasonable non-compete covenants ancillary to commercial agreements, provided they are supported by adequate consideration, are reasonably limited in scope, duration, and geography, and are necessary to protect legitimate business interests. Post-employment non-competes require particular scrutiny. See Hess v. Gebhard & Co., 808 A.2d 912 (Pa. 2002). Overly broad restrictions are unenforceable.]

12.3 Remedies. Any breach of this Section 12 shall entitle the non-breaching Party to seek injunctive relief in addition to all other available remedies.

13. INDEMNIFICATION

13.1 Service Provider Indemnification. Service Provider shall indemnify, defend, and hold harmless Client and its directors, officers, employees, and agents from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or relating to: (a) Service Provider's negligence or willful misconduct in performing the Services; (b) any Deliverable infringing a third-party's IP Rights; (c) Service Provider's violation of Applicable Law, including the UTPCPL; (d) any unauthorized use of an individual's name or likeness in violation of 42 Pa. C.S. § 8316; 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 directors, officers, employees, and agents from and against any Losses arising out of or relating to: (a) Client Materials infringing a third-party's IP Rights; (b) Client's provision of inaccurate, misleading, or unsubstantiated product claims or content; (c) Client's violation of Applicable Law; 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 in writing of any claim (provided that failure to give timely notice shall not relieve the Indemnifying Party except to the extent prejudiced thereby); (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 imposes obligations on, or admits fault by, the Indemnified Party without the Indemnified Party's prior written consent (not to be unreasonably withheld).

14. LIMITATION OF LIABILITY

14.1 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS (AS DEFINED BELOW), EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED [THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE [12]-MONTH PERIOD PRECEDING THE CLAIM, OR (B) $[AMOUNT]].

14.2 Excluded Claims. The following claims are excluded from the liability cap: (a) indemnification obligations under Section 13; (b) breaches of Section 11 (Confidentiality); (c) willful misconduct or fraud; (d) infringement of IP Rights; and (e) obligations to pay Fees.

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

[// GUIDANCE: Pennsylvania courts generally enforce contractual limitations of liability between sophisticated commercial parties. Ensure caps are commercially reasonable for the engagement scope.]

15. INDEPENDENT CONTRACTOR STATUS

15.1 Relationship. Service Provider is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Nothing in this Agreement creates an employment relationship, partnership, joint venture, or agency (except as expressly provided for media buying in Section 5.6).

15.2 No Authority to Bind. Except as expressly authorized for media buying or as otherwise specified in an SOW, Service Provider has no authority to bind Client or incur obligations on Client's behalf.

15.3 Tax Responsibility. Service Provider is solely responsible for all federal, state, and local taxes arising from compensation received under this Agreement, including self-employment taxes. Service Provider acknowledges that Client will not withhold income taxes, social security, or other payroll taxes.

15.4 Benefits. Service Provider is not entitled to any employee benefits from Client, including health insurance, retirement plans, paid time off, or workers' compensation.

15.5 Personnel. Service Provider shall have exclusive control over the manner, method, and means of performing the Services, including the hiring, supervision, and termination of its personnel. Client may specify desired results and timelines but shall not control the manner of performance.

[// GUIDANCE: Pennsylvania applies an economic-reality test for independent contractor classification. Key factors include the degree of control, opportunity for profit or loss, investment in equipment/facilities, permanency of the relationship, and the skill required. Ensure the actual working relationship is consistent with independent contractor status. Misclassification creates exposure for unpaid employment taxes, workers' compensation, and benefits under Pennsylvania law.]

16. DISPUTE RESOLUTION

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles.

16.2 Informal Resolution. The Parties shall first attempt to resolve any dispute informally through good-faith negotiations between senior executives for a period of [30] days following written notice of the dispute.

16.3 Forum Selection. Subject to Section 16.4, each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in [Philadelphia County / Allegheny County / _________________ County], Pennsylvania for any action arising out of or relating to this Agreement.

16.4 Arbitration. [OPTIONAL — SELECT ONE]

☐ Arbitration Elected. Any dispute not resolved under Section 16.2 shall be finally resolved by confidential binding arbitration administered by [AAA / JAMS] in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be [Philadelphia / Pittsburgh / ________________], Pennsylvania. The arbitrator(s) shall apply Pennsylvania substantive law. Judgment on the award may be entered in any court of competent jurisdiction.

☐ Arbitration Not Elected. The courts identified in Section 16.3 shall have exclusive jurisdiction.

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

[// GUIDANCE: Pennsylvania courts apply heightened scrutiny to jury waivers. A waiver must be knowing, voluntary, and made with a clear understanding of the right being relinquished. See Nicolella v. Palmer, 248 A.3d 20 (Pa. 2021). Courts consider factors such as: (1) whether the waiver was negotiated; (2) the parties' relative sophistication; (3) the conspicuousness of the waiver clause; and (4) whether the parties had an opportunity to consult counsel. Place the waiver prominently and ensure both parties initial it.]

16.6 Injunctive Relief. Notwithstanding the foregoing, either Party may seek interim or permanent injunctive relief from any court of competent jurisdiction to protect its IP Rights or Confidential Information without first exhausting the dispute resolution procedures of this Section 16.

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

16.8 Statute of Limitations. The Parties acknowledge that the statute of limitations for breach of a written contract under Pennsylvania law is four (4) years (42 Pa. C.S. § 5525).

17. GENERAL PROVISIONS

17.1 Force Majeure. Neither Party shall be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, terrorism, civil unrest, government actions, labor disputes, or internet or utility failures. The affected Party shall provide prompt written notice and use commercially reasonable efforts to mitigate the impact. If a Force Majeure event continues for more than [60/90] consecutive days, either Party may terminate the affected SOW or this Agreement upon written notice.

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

17.3 Notices. All notices under this Agreement shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth in the signature block (or as updated by written notice). Notices are effective upon receipt.

17.4 Amendments; Waivers. No amendment or waiver shall be effective unless in writing and executed by authorized representatives of both Parties. A waiver of any breach shall not constitute a waiver of any subsequent breach.

17.5 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions shall continue in full force and effect, and the Parties shall substitute an enforceable provision that most closely approximates the intent of the unenforceable provision.

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

17.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures are valid and enforceable pursuant to the Pennsylvania Uniform Electronic Transactions Act (73 P.S. § 2260.101 et seq.) and the federal ESIGN Act (15 U.S.C. §§ 7001-7031).

17.8 Insurance. Service Provider shall maintain, at its own expense, during the Term and for [2] years thereafter: (a) Commercial General Liability insurance of not less than $[1,000,000] per occurrence; (b) Professional Liability / Errors & Omissions insurance of not less than $[1,000,000]; (c) Cyber Liability insurance of not less than $[1,000,000]; and (d) Workers' Compensation insurance as required by Pennsylvania law. Upon request, Service Provider shall provide certificates of insurance naming Client as an additional insured (except for Workers' Compensation).

17.9 Publicity. Neither Party shall issue any press release or public statement referencing this Agreement or the other Party without prior written consent, except as required by Applicable Law.

17.10 Interpretation. Headings are for convenience only and shall not affect interpretation. "Including" means "including without limitation." References to statutes include all amendments and successor provisions.

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 (FORM)

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

1. Description of Services:
[________________________________]

2. Deliverables:
[________________________________]

3. Timeline and Milestones:

4. Key Performance Indicators:
[________________________________]

5. Fees and Payment Schedule:
[________________________________]

6. Client Responsibilities:
[________________________________]

7. Special Terms:
[________________________________]

Authorized Signatures:

EXHIBIT B — FEE SCHEDULE

EXHIBIT C — DATA PROCESSING ADDENDUM

1. Scope. This Addendum applies where Service Provider processes Consumer Data on behalf of Client in connection with the Services.

2. Roles. Client is the data controller (or equivalent). Service Provider is the data processor (or equivalent) and shall process Consumer Data only on Client's documented instructions.

3. Security Measures. Service Provider shall implement the technical and organizational measures described in Schedule 1 to this Addendum.

4. Sub-processors. Service Provider shall not engage sub-processors without Client's prior written consent. Service Provider shall impose data protection obligations on sub-processors that are no less protective than those set forth herein.

5. Data Subject Rights. Service Provider shall assist Client in responding to data subject access, correction, deletion, and portability requests.

6. Breach Notification. Service Provider shall notify Client of any personal data breach within [48/72] hours of becoming aware of such breach, consistent with the Pennsylvania Breach of Personal Information Notification Act (73 P.S. § 2301 et seq.).

7. Audits. Client shall have the right, upon reasonable notice, to audit Service Provider's data processing activities and security measures.

8. Data Return/Deletion. Upon termination of Services, Service Provider shall, at Client's election, return or securely delete all Consumer Data and certify such action in writing.

SOURCES AND REFERENCES

• Pennsylvania Unfair Trade Practices and Consumer Protection Law: 73 P.S. § 201-1 et seq.
• Pennsylvania Right of Publicity: 42 Pa. C.S. § 8316
• Pennsylvania Uniform Trade Secrets Act: 12 Pa. C.S. § 5301 et seq.
• Pennsylvania Breach of Personal Information Notification Act: 73 P.S. § 2301 et seq.
• Pennsylvania Telemarketer Registration Act: 73 P.S. § 2241 et seq.
• Pennsylvania Interest Rate: 41 P.S. § 202 (6% per annum)
• Pennsylvania Statute of Limitations (Written Contracts): 42 Pa. C.S. § 5525 (4 years)
• Pennsylvania Uniform Electronic Transactions Act: 73 P.S. § 2260.101 et seq.
• Federal Trade Commission 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.
• Telephone Consumer Protection Act: 47 U.S.C. § 227
• Federal Defend Trade Secrets Act: 18 U.S.C. § 1836 et seq.