REVENUE SHARE AGREEMENT

REVENUE SHARE AGREEMENT

BETWEEN

_______________________________________(“MARKETER”)

AND

_______________________________________ (“CLIENT”)

FOR YOUTUBE ADVERTISEMENT (ADS) CAMPAIGNS (“SERVICES”)

__________________________________________________________________________________

THIS AGREEMENT is made on the __________day of _____________20______, by and between;

1. Marketer

Address: _________________________________ City, State, Zip: __________________________

Phone: ___________________________________ Email: _________________________________

AND

1. Client

Address: _________________________________ City, State, Zip: __________________________

Phone: ___________________________________ Email: _________________________________

Marketer and Client collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

In consideration of covenants and agreements contained in this agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

Commencement and duration: This agreement shall be valid from __________until termination.

Payment Terms: For the services rendered, the Client shall pay the Marketer based on the return on ad spend (ROAS) of the previous 30-day period which amount shall be due on the next day following the aforementioned 30-day period. This amount shall be calculated based on the ad spend as follows;

• 20% for $50k or less ad spend  
• 10% for over $50k ad spend

The said amount shall be paid through ___________________________(payment method).

The Client shall also pay the Marketer $3,000 as set up fees at the beginning of the Contract.

Limitation of Liability: TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MARKETER BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT MARKETER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL MARKETER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS CONTRACT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO MARKETER FOR SERVICES PERFORMED HEREUNDER.

Autonomy: Except as otherwise provided in this agreement, the Marketer will have complete control over their working time, methods, and decision making concerning the provision of the services per the agreement. The Marketer will work autonomously but not at the direction of the Client. The Marketer shall nevertheless be responsive to the reasonable needs and concerns of the Client.

Independent contractor: The relationship of the Parties hereto is that of an independent contractor. Accordingly, the Parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose due to this agreement or the transactions contemplated thereby. The Client is not required to pay or make any contributions to any social security, local, state, or federal tax, unemployment compensation, workers compensation, insurance premium, profit-sharing, pension, or any other employee benefit for the Marketer during the term. The Marketer is responsible for paying and complying with reporting requirements for all local, State, and Federal taxes related to their payments under this agreement.

Non-assignment: Neither Party shall transfer or assign this agreement without the other Party’s consent.

Confidential Information: All non-public, confidential or proprietary information of Marketer, disclosed by Marketer to Client, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by Marketer in writing. Upon Marketer’s request, Client shall promptly return all documents and other confidential materials received from Marketer. Marketer shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Client at the time of disclosure, or (c) rightfully obtained by Client on a non-confidential basis from a third party.

Force Majeure: For this agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered a breach of this agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.

Termination: 

• Either Party may terminate this agreement upon giving the other Party no less than 1-2 weeks’ notice in writing before the start of the next 30-day period. Notwithstanding the foregoing, if it is the Client who has terminated the contract, they shall be liable to pay the Marketer for the aforenamed 30-day period.
• If a Party wishes to terminate the Contract with less than the aforementioned days, the other Party reserves the right to charge costs they have already paid in advance or incurred.
• The termination of this agreement shall not discharge the liabilities accumulated by either Party.
• Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

Dispute resolution: Parties agree to settle disputes under this agreement through (select one)

☐Negotiation                           ☐Mediation                                 ☐Arbitration                       ☐Litigation

Court Costs and Attorneys’ Fees: In any action under this agreement, the prevailing Party shall be entitled to recover costs of court and reasonable attorneys’ fees from the other Party, which fees shall be in addition to any other relief that may be awarded.

Parties acknowledgments: The Parties acknowledge that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, they acknowledge that they have the capacity to contract and enter into this agreement and that further, they have entered into this agreement freely and voluntarily.

General provisions:

• This agreement may be amended only by the written consent of the Parties hereto.
• If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
• This agreement constitutes the entire agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this agreement. The Parties will exercise utmost good faith in this agreement.
• Unless otherwise provided, failure by either Party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement.
• This agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall together constitute the same instrument.
• The Article and Section headings in this agreement are for convenience, and they form in no part of this agreement and shall not affect its interpretation.
• Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular.
• Any references herein to the masculine gender or to the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
• This agreement shall be governed in all respects by the Laws of ___________without regard to its conflict of law provisions.
• The Parties shall be served through the above-named addresses in writing and delivered in person  or sent by registered or certified mail (return receipt requested) or nationally recognized overnight delivery service, postage prepaid, or delivered via telecopier or facsimile transmission, where applicable, and either Party may change the below addressees by reasonable notice in writing given to the other Party.

IN WITNESS WHEREOF, each of the Parties has executed this agreement, as set forth below.