For purposes of this Agreement, the following terms shall have the meanings set forth below. Any capitalized term not specifically defined herein shall be interpreted in accordance with its generally accepted meaning in the advertising and media industry.

"Media" shall mean any platform, channel, network, publisher, or medium through which advertisements, promotions, or other marketing communications are placed, including but not limited to print, digital, social, broadcast (radio and television), outdoor, and out-of-home.

"Media Plan" shall refer to any written or electronic proposal or plan, developed by Agency and approved by Client, describing the recommended Media, timing, budget, and other parameters for the placement of advertising and promotional material.

"Materials" means all creative assets, copy, artwork, video, audio, and other content or collateral provided by Client or produced by Agency for use in connection with Media placements.

"Confidential Information" shall mean any and all information, whether oral or written, disclosed by either party to the other that is designated as confidential or would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

"Term" shall mean the period during which this Agreement remains in effect, as further detailed herein.

Unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing gender include all genders.

The headings and titles used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

References to "including" or "includes" are deemed to be followed by "without limitation."

In the event of any inconsistency between the body of this Agreement and any attachment hereto, the terms of the body of this Agreement shall control.

Any reference to a party includes its permitted successors and assigns.

Agency shall perform, on behalf of Client, professional media planning, buying, placement, and related advisory services as more particularly set forth herein.

The scope of services includes, without limitation, the research, identification, selection, negotiation, and procurement of Media for Client's advertising campaigns.

Agency shall, upon request, assist Client in the strategic planning of media campaigns, including audience targeting, budget allocation, timing, and performance measurement.

Agency may, at Client's request, engage third-party vendors, publishers, or subcontractors in connection with the performance of services, provided that Agency remains primarily responsible for the acts and omissions of such third parties.

Client may request modifications to the scope of services in writing from time to time. Any such modifications shall be effective only upon mutual written agreement of the parties.

Agency shall provide regular reports to Client regarding the execution and performance of Media placements, including such details and at such intervals as Client may reasonably request.

Any services outside the scope described in this Agreement shall be subject to a separate written agreement between the parties.

Agency shall devote commercially reasonable skill, care, and resources to the performance of services under this Agreement, consistent with industry standards.

The initial term of this Agreement shall commence on [Start Date] and shall continue for a period of [Initial Term Length], unless earlier terminated in accordance with the provisions herein.

Upon expiration of the initial term, this Agreement may be renewed for additional periods of [Renewal Term Length] upon mutual written agreement of the parties.

Either party may terminate this Agreement in whole or in part, without cause, upon [Notice Period] prior written notice to the other party.

Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within [Cure Period] days after receipt of written notice thereof.

This Agreement may be terminated by either party immediately if the other party becomes insolvent, makes a general assignment for the benefit of creditors, or is subject to any bankruptcy or insolvency proceeding.

Termination of this Agreement shall not relieve either party of any obligation accruing prior to the effective date of termination, including payment for services rendered and Media procured.

Upon termination, Agency shall provide Client with a final accounting of all Media placements and expenditures, and shall deliver to Client all Materials and documentation owned by Client.

Any provisions herein which by their nature are intended to survive termination shall so survive.

Agency shall negotiate and procure Media placements on behalf of Client in accordance with the approved Media Plans and subject to the terms and conditions of this Agreement.

All Media purchases made by Agency on Client's behalf shall be made in Client's name and at Client's expense, unless otherwise expressly agreed in writing.

Agency shall use commercially reasonable efforts to obtain favorable rates, terms, and added value for Media placements, and shall disclose to Client all significant terms, including rate cards, discounts, commissions, and rebates.

Agency shall not commit Client to any Media placement or expenditure except as expressly authorized by Client through written approval of a Media Plan or individual insertion order.

Agency undertakes to monitor the fulfillment and execution of all Media placements, including delivery of impressions, broadcasts, or other agreed metrics, and shall promptly notify Client of any discrepancies or issues.

Agency shall be responsible for timely payment to Media vendors only to the extent Agency has received corresponding funds from Client.

In the event of cancellation or preemption of any Media placement, Agency shall use reasonable efforts to secure suitable replacements or refunds and shall advise Client promptly of alternative options.

All contracts with Media vendors shall be maintained by Agency and made available to Client upon reasonable request.

Agency shall submit proposed Media Plans and all related Materials to Client for review and written approval prior to placement.

Client shall review and provide written approval, rejection, or requested modifications to Media Plans and Materials within [Review Period] days of receipt.

No Media shall be placed, nor any expenditure incurred, by Agency without Client's prior written approval, except where expressly authorized under standing instructions documented in this Agreement.

If Client requests modifications to any Media Plan or Material, Agency shall use commercially reasonable efforts to accommodate such requests and, if applicable, inform Client of any resulting changes to cost or timing.

Client shall be solely responsible for the accuracy, completeness, and legal compliance of all Materials provided by Client or its designees.

Agency shall retain records of all approvals, rejections, and communications related to Media Plans and Materials, and such records shall be available for Client inspection upon reasonable notice.

Any failure by Client to respond within the specified review period shall be deemed a rejection, unless otherwise mutually agreed in writing.

Agency shall not be liable for any delays in campaign launch or Media placement arising from delayed approvals or responses by Client.