MARKETING AGENCY AGREEMENT

This Marketing Agency Agreement (the "Agreement") is made and effective this [DATE],

BETWEEN: [YOUR COMPANY NAME] (the "Company"), a corporation organized and

existing under the laws of the [State/Province] of [STATE/PROVINCE], with its
head office located at:

[YOUR COMPLETE ADDRESS]

AND: [AGENCY NAME] (the "Agency"), a corporation organized and existing under the
laws of the [State/Province] of [STATE/PROVINCE], with its head office located
at:

[COMPLETE ADDRESS]

The Agency is in the business of providing marketing agency services for a fee. The Company desires to
engage the Agency to render, and the Agency desires to render to the Company certain marketing
agency services, all as set forth.

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, the
parties hereto agree as follows:

1. ENGAGEMENT

The Company engages the Agency to render, and the Agency agrees to render to the Company certain
services in connection with the Company’s planning, preparing, and placing of marketing for certain
products as follows:

a. Analyze the Company’s current and proposed products and services, and present and potential
markets.

b. Create, prepare, and submit to the Company for its prior approval marketing ideas and programs.

c. Prepare and submit to the Company for its prior approval estimates of costs and expenses
associated with proposed marketing ideas and programs.

d. Design and prepare or arrange for the design and preparation of marketing.

e. Perform such other services as the Company may request from time to time such as, but not
limited to:

[SPECIFY OTHER SERVICES]

f. Order marketing space, time, or other means to be used for publication of the Company’s
marketing, at all times endeavoring to secure the most efficient and advantageous rates
available.

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 g. Proof for accuracy and completeness of insertions, displays, broadcasts, or other forms of
marketing.

h. Audit invoices for space, time, material preparation and charges.

2. PRODUCTS

The Company’s engagement shall relate to the following products and services of the Company:

[SPECIFY PRODUCTS].

3. EXCLUSIVITY

The Agency shall be the [EXCLUSIVE OR NON-EXCLUSIVE] marketing agency in the [State/Province] of
[STATE/PROVINCE] for the Company with respect to the products described in Section 2 above.

4. COMPENSATION

a. The Agency shall receive an amount equal to [COMMISSION RATE] of the gross charges levied
by media for marketing initiatives placed therewith by the Agency pursuant to this Agreement,
including the charges of suppliers of services, purchased by the Agency on the Company’s
authorization during the term of this Agreement, provided that no percentage will be added to the
Agency’s charges for packing, shipping, express, postage, telephone, telex, fax, travel expenses
and other out of pocket expenses of Agency personnel.

b. For those items where the Agency is not compensated on a commission basis, the Company
shall pay the Agency on an hourly basis for services provided hereunder. The rate will be
determined by the type of services provided and the person or persons providing such services,
but in no event shall the rate exceed [MAXIMUM HOURLY RATE] per hour. The Company may
elect in advance to be charged on this hourly rate basis. If the Company fails to notify the Agency
of its choice, it shall be presumed that the Company elected to be charged on an hourly rate
basis.

c. If the Agency undertakes, at the Company’s request, subject to the Company’s prior approval,
special projects such as those described in Section 1(e) above, the Agency shall prepare an
estimate of total charges for any such special project, including therein any charges for materials
or services purchased from outside sources. In the event that the Company elects to proceed
with the special project based upon the Agency's estimated cost, the Agency shall perform the
services with respect to such special project at its estimated cost, subject to modification as
mutually agreed by the parties.

d. For any special project or other services provided by the Agency pursuant to this Agreement
upon which the parties have not agreed as to charges, the Company shall pay the Agency at its
regular hourly rates, not to exceed [AMOUNT] per hour.

e. The Company shall not be obligated to reimburse the Agency for any travel or other out-of-pocket
expenses incurred in the performance of services pursuant to this Agreement unless expressly
agreed by the Company in advance.

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5. BILLING

a. The Agency shall invoice the Company for all media costs where possible in advance of the
Agency's payment date to allow for prepayment by the Company so that the Company may
receive the benefit of any available prepayment or similar discount. For any media purchase or
service for which the Agency is not entitled to a commission, the Agency shall ensure that the
charges to the Company are net of all agency commissions and discounts.

b. Charges for production materials and services shall be billed by the Agency upon completion of
the production job, or, if cash discounts are available, upon receipt of the supplier's invoice.

c. On all outside purchases other than for media, the Agency shall attach to the invoice proof of the
supplier's charges.

d. All cash discounts on the Agency's purchases including, but not limited to, digital media, art and
printing, shall be available to the Company, provided that the Company meets the Agency's
requisite billing terms and there is no outstanding indebtedness of the Company to the Agency at
the time of the payment to the supplier.

e. Rate or billing adjustments shall be credited or charged to the Company on the next following
regular invoice date or as soon as otherwise practical.

f. Invoices shall be submitted in an itemized format and shall be paid by the Company within
[NUMBER] days of the invoice date.

6. COMPETITORS

During the term of this Agreement, the Agency [MAY NOT] accept employment from, render services to,
represent or otherwise be affiliated with any person, firm, corporation or entity in connection with any
product or service directly or indirectly competitive with or similar to any product or service of the
Company with respect to which the Agency is providing any service pursuant to this Agreement.

7. COST ESTIMATES

The Agency shall not commence work on any project pursuant to this Agreement without first estimating
costs for preparation, including copy, service, layout, art, typography, processing, and production. After
determining the estimated cost, completion of the work shall be subject to the Company’s prior approval.

8. AUDIT RIGHTS

The Agency agrees that following reasonable prior notice, any and all contracts, agreements,
correspondence, books, accounts and other information relating to the Company’s business or this
Agreement shall be available for inspection by the Company and the Company’s outside accountants, at
the Company’s expense.

9. OWNERSHIP AND USE

a. The Agency shall ensure, to the fullest extent possible under law, that the Company shall own all
right, title and interest in and to, including copyrights, trade secrets, patents, and other intellectual
property rights, with respect to any copy, photograph, marketing, advertisement, music, lyrics, or
other work or thing created by the Agency or at the Agency's direction for the Company pursuant
to this Agreement and utilized by the Company.

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 b. Upon termination, the Company agrees that any marketing, merchandising, package, plan or idea
prepared by the Agency and submitted to the Company (whether submitted separately or in
conjunction with or as a part of other material) which the Company has elected not to utilize, shall
remain the property of the Agency, unless the Company has paid the Agency for its services in
preparing such item. The Company agrees to return to the Agency any copy, artwork, or other
physical embodiment of such creative work relating to any such idea or plan which may be in the
Company’s possession at termination or expiration of this Agreement.

c. Materials and marketing created by the Agency pursuant to this Agreement may be used by the
Company outside the [State/Province] of [STATE/PROVINCE] without additional compensation,
provided that the Company shall be responsible for any additional expense associated with such
use, such as charges for translation and amounts due to talent.

10. INDEMNIFICATION AND INSURANCE

a. The Agency shall indemnify and hold the Company harmless with respect to any claims, loss,
suit, liability or judgment suffered by the Company, including reasonable attorney's fees and costs
based upon or related to any item prepared by the Agency or at the Agency's direction, including,
but not limited to, any claim of libel, slander, piracy, plagiarism, invasion of privacy, or
infringement of copyright or other intellectual property interest, except where any such claim
arises out of material supplied by the Company and incorporated into any materials or
advertisement prepared by the Agency. The Agency agrees to procure and maintain in force
during the term of this Agreement, at the Agency's expense, a marketing agency liability policy or
policies having a minimum limit of at least [INSURANCE POLICY AMOUNT], naming the
Company as an additional insured and loss payee under such policy or policies.

b. The Company agrees to indemnify and hold the Agency harmless with respect to any claims,
loss, liability, damage, or judgment suffered by the Agency, including reasonable attorney's fees
and court costs, which results from the use by Agency of any material furnished by the Company
or where material created by Agency or at the direction of Agency subject to the indemnification
in subsection (a) above is materially changed by the Company. Information or data obtained by
the Agency from the Company to substantiate claims made in marketing shall be deemed to be
"material furnished by the Company to the Agency."

c. In the event of any proceeding, litigation, or suit against the Company by any regulatory agency
or in the event of any court action or other proceeding challenging any marketing prepared by the
Agency, the Agency shall assist in the preparation of the defense of such action or proceeding
and cooperate with the Company and the Company’s attorneys.

11. TERM

The term of this Agreement shall commence on [START DATE] and shall continue in full force and effect
until terminated by either party upon at least [NUMBER] days prior written notice, provided that in no
event (except breach) may this Agreement be terminated prior to [EARLIEST END DATE]. The rights,
duties and obligations of the parties shall continue in full force during or following the period of the
termination notice until termination, including the ordering and billing of marketing in media whose closing
dates follow then such period.

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12. RIGHTS UPON TERMINATION

a. Upon termination of the Agreement, the Agency shall transfer, assign, and make available to the
Company all property and materials in the Agency's possession or subject to the Agency's control
that are the property of the Company, subject to payment in full of amounts due pursuant to this
Agreement.

b. Upon termination, the Agency agrees to provide reasonable cooperation in arranging for the
transfer or approval of third parties’ interest in all contracts, agreements and other arrangements
with marketing media, suppliers, talent and others not then utilized, and all rights and claims
thereto and therein, following appropriate release from the obligations therein.

13. DEFAULT

In the event of any default of any material obligation by or owed by a party pursuant to this Agreement,
then the other party may provide written notice of such default, and if such default is not cured within
[NUMBER] days of the written notice, then the non-defaulting party may terminate this Agreement.

14. NOTICES

Any notice required by this Agreement or given in connection with it shall be in writing and shall be given
to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight
delivery services.

If to the Company:

ATTN. [NAME],
[YOUR COMPANY NAME],
[YOUR COMPLETE ADDRESS],
[YOUR PHONE NUMBER]

If to the Agency:

ATTN. [NAME],
[YOUR COMPANY NAME],
[YOUR COMPLETE ADDRESS],
[YOUR PHONE NUMBER]

15. HEADINGS

Headings used in this Agreement are provided for convenience only and shall not be used to construe
meaning or intent.

16. FINAL AGREEMENT

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter
hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

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17. GOVERNING LAW

This Agreement shall be construed and enforced in accordance with the laws of the [State/Province] of
[STATE/PROVINCE].

IN WITNESS WHEREOF, the parties hereto have executed this Marketing Agency Agreement as of the
date first above written.

COMPANY AGENCY

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

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