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1. Parties: Identification of the Principal/Client and the Marketing Agency, including full legal names and registered addresses
2. Background: Context of the agreement and brief description of the parties' business activities
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Appointment and Scope of Services: Terms of agency appointment and detailed description of marketing services to be provided
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Agency Obligations: Detailed responsibilities and commitments of the marketing agency
7. Client Obligations: Responsibilities and commitments of the client, including provision of materials and approvals
8. Approval Process: Procedures for submitting, reviewing, and approving marketing materials and campaigns
9. Fees and Payment Terms: Detailed fee structure, payment schedule, and invoicing procedures
10. Intellectual Property Rights: Ownership and usage rights of marketing materials and creative content
11. Confidentiality: Protection of confidential information and trade secrets
12. Data Protection and Privacy: Compliance with UAE data protection laws and handling of personal data
13. Representations and Warranties: Guarantees and assurances from both parties
14. Termination: Grounds and procedures for contract termination
15. Post-Termination Obligations: Duties and responsibilities after contract end
16. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
1. Performance Metrics and KPIs: Specific metrics for measuring agency performance - include when performance-based compensation is part of the agreement
2. Exclusivity: Terms regarding exclusive rights - include when the agency is granted exclusive rights in certain territories or for certain services
3. Sub-contracting: Rules for engaging sub-contractors - include when sub-contracting is anticipated
4. Insurance: Insurance requirements - include for high-value or high-risk marketing activities
5. Force Majeure: Provisions for unforeseen circumstances - particularly relevant post-COVID
6. Non-Competition: Restrictions on competing activities - include when protecting market position is crucial
7. Compliance with Advertising Standards: Specific compliance requirements - include for regulated industries or sensitive markets
8. Social Media Management: Specific terms for social media activities - include when social media is a key component
9. Crisis Management: Procedures for handling PR crises - include for high-profile brands or sensitive industries
1. Schedule 1 - Scope of Services: Detailed breakdown of all marketing services to be provided
2. Schedule 2 - Fee Structure: Detailed pricing, payment terms, and any performance-based incentives
3. Schedule 3 - Service Level Agreement: Specific performance standards and response times
4. Schedule 4 - Approved Sub-contractors: List of pre-approved sub-contractors if applicable
5. Schedule 5 - Brand Guidelines: Client's branding requirements and guidelines
6. Schedule 6 - Key Personnel: List of key team members and their roles
7. Appendix A - Reporting Templates: Standard formats for performance and activity reporting
8. Appendix B - Approval Workflow: Detailed process flow for campaign approvals
9. Appendix C - Compliance Checklist: Marketing compliance requirements under UAE law
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