# MARKETING SERVICES AGREEMENT
## Worked fictional document and important note
This fictional unsigned specimen is not a promise of advertising performance, legal clearance or media availability. The Parties should obtain advice on consumer protection, CAP Code compliance, intellectual property, influencers, cookies, UK GDPR, VAT and regulated product claims before publishing.
Date: 20 March 2027
Parties: Alder & Finch Foods Limited, company number 10556677, of 5 Orchard Street, York YO1 6DD (“Client”); and Lumen Reach Marketing Limited, company number 09112223, of 27 Beacon Road, London SE1 3AB (“Agency”).
## 1. Appointment and campaign
The Client appoints the Agency to plan and deliver the “Spring Table” campaign for the Client’s non-alcoholic drinks in England and Wales from 1 April to 30 September 2027. Services are the strategy, creative concepts, social assets, influencer coordination, paid-media buying and monthly reporting described in Schedule 1. The Agency is an independent contractor and has no authority to make a contract or statement for the Client unless authorised in writing.
The Agency will use reasonable skill and care, assign a named account director, keep a campaign timetable and promptly warn the Client of material risks. The Client will provide accurate product information, approvals, access and a lawful budget. A delay caused by missing Client material moves the relevant date by a reasonable period and does not make the Agency late for that period.
## 2. Deliverables and approval
The Agency will provide the strategy by 14 April 2027, first creative routes by 28 April, 18 approved social assets by 19 May, influencer shortlist by 26 May, launch media plan by 2 June and monthly reports by the tenth Business Day after each month. The Client has five Business Days to approve or give consolidated reasons for rejection. If the Client gives no response, the deliverable is not automatically approved; the Agency will send a reminder and the timetable pauses until a decision.
The Client may request two reasonable revision rounds for each creative route. A material change to scope, a third revision round or a new channel requires a written change order. The Agency must not publish any asset, influencer post or claim without the Client’s written approval and evidence that required disclosures are present.
## 3. Fees, media and expenses
The Client pays a fixed service fee of £72,000 excluding VAT in six equal monthly instalments of £12,000 due on the first day of April through September 2027. At an illustrative VAT rate of 20 per cent, each invoice is £12,000 + £2,400 VAT = £14,400, and all six invoices total £72,000 + £14,400 VAT = £86,400. Media spend is separate and capped at £150,000 unless the Client signs a written increase. The Agency must not commit media spend without a budget approval.
The Agency may charge pre-approved travel and production expenses at cost against receipts. Third-party influencer fees are media or production costs only if identified in the approved budget. An undisputed late invoice bears simple interest at 3 per cent above the Bank of England base rate. If the Client cancels a booked non-refundable placement after approval, it pays the unavoidable third-party charge plus work properly performed.
## 4. Advertising compliance and influencers
The Client is responsible for substantiating product, nutrition, environmental and comparative claims and for confirming that packaging and the product comply with law. The Agency must apply the CAP Code, consumer-protection law, platform rules and applicable guidance, clearly identify paid influencer content and keep approval records. Neither Party may instruct the other to publish a misleading claim.
The Agency will use reasonable checks on an influencer’s audience and prior conduct but does not guarantee engagement, sales, reach, follower authenticity or continued availability. The Client may reject a proposed influencer on a reasonable brand-safety or legal ground. If an authority or platform challenges content, the Parties will cooperate, pause it where appropriate and preserve the relevant evidence.
## 5. Intellectual property
The Client owns its trade marks, product materials, data and pre-existing content. On payment of the relevant invoice, the Agency assigns to the Client all intellectual property in final bespoke creative assets created specifically under this Agreement, excluding Agency Tools. “Agency Tools” means pre-existing templates, methods, generic know-how, stock resources and reusable code. The Agency grants the Client a perpetual, worldwide, royalty-free licence to Agency Tools embedded in a final asset as necessary to use that asset.
The Agency must obtain licences for stock images, music, fonts and third-party content and disclose material restrictions. The Client grants the Agency a limited licence to use Client marks only for the campaign. Neither Party may use the other’s marks in a case study or press release without written consent. Moral rights are waived or consented to the extent lawful.
## 6. Data, confidentiality and reporting
The Parties will comply with UK GDPR and the Data Protection Act 2018. The Client is controller of customer and campaign audiences unless documented otherwise; the Agency will process data only on documented instructions and will sign Article 28 terms where it is a processor. The Agency must not upload Client personal data to an unapproved advertising or generative-AI service and must notify a suspected personal-data breach within 24 hours.
Confidential information includes strategy, budgets, customer data, unpublished creative and performance data. It may be disclosed to personnel, suppliers and advisers who need to know and are bound by confidentiality duties. The duties last five years, with trade secrets protected while secret. Monthly reports will show approved spend, actual spend, impressions, clicks, conversions where measurable, and material assumptions; metrics are estimates subject to platform data.
## 7. Warranties and liability
Each Party warrants authority and lawful performance. The Agency warrants that final bespoke assets, when used as approved, do not knowingly infringe third-party rights except for Client-supplied material and disclosed licensed content. The Client warrants it owns or may use its claims, product information and supplied content. Each will indemnify the other for third-party claims caused by its breach, negligence or infringement, subject to prompt notice and control of defence.
Except for fraud, death or personal injury caused by negligence, title, confidentiality, data protection, IP infringement, indemnity obligations and liability that cannot lawfully be limited, aggregate liability is capped at £250,000. Neither Party is liable for indirect loss, lost profits or media results, but the cap does not limit payment of fees or approved media commitments.
## 8. Termination and handover
Either Party may terminate for convenience on 30 days’ written notice. Either may terminate immediately for insolvency or a material breach not remedied within 15 Business Days; a serious unlawful publication or data breach may be terminated immediately. On termination, the Agency stops new commitments, gives the Client editable final assets and an account of spend, transfers paid-for account access where permitted, and returns or deletes personal data. The Client pays fees for work performed, non-cancellable costs and approved media already placed.
## 9. Disputes and general terms
The account directors, Maya Chen and Oliver Reed, will meet within 10 Business Days of a dispute. If unresolved, the directors will negotiate and may use CEDR mediation in London. A Party may seek urgent injunctive relief or recover an undisputed debt. The law of England and Wales governs and the courts of England and Wales have exclusive jurisdiction.
Notices must be written and may be served by hand at, or sent by signed-for post to, the relevant Party’s registered office stated above, or sent by email to an email address that Party has notified in writing for notices. Hand delivery is effective on delivery; signed-for post is effective on recorded delivery or, if earlier, at 9.00 am on the second Business Day after posting; and email is received when no failure message is received before 5.00 pm on a Business Day. This Agreement and Schedule 1 are entire, changes and waivers must be signed, assignment requires consent except for a group-company transfer, severability applies, and electronic signatures and counterparts are valid.
Schedule 1 — campaign scope: strategy workshop; audience and channel plan; 18 static or short-form social assets; six monthly content calendars; up to four influencer collaborations; paid-media trafficking; monthly performance reports; and one end-of-campaign review. Excluded are photography, packaging redesign, legal opinions, customer-service staffing and any media or influencer fee not expressly approved.
For Alder & Finch Foods Limited: Maya Chen, Marketing Director — Signature: __________________ Date: __________
For Lumen Reach Marketing Limited: Oliver Reed, Director — Signature: __________________ Date: __________