The purpose of this study is to develop an ethical marketing model for non-profit universities in Iraq. A qualitative approach, specifically the strategy of grounded theory, is used. The research began with in-depth interviews with 15 nonprofit university administrators, staff, and marketing experts to develop the initial model. Then, using the grounded theory research strategy, the steps of open, central and selective coding were completed and the initial model of the research was obtained. Based on this model, the research findings were categorized into groups of causal conditions, central phenomena, contextual factors, intervening conditions, strategies and consequences of ethical marketing. The central phenomenon in this mixed study is ethical marketing, which is influenced by several causal conditions such as: increased awareness and social demand, competition in the educational market, and legal and regulatory pressures. The findings of this study contribute to the development of an ethical marketing framework suited to the unique context of non-profit universities in Iraq. The purpose of this framework is to enhance their marketing strategies and promote their social and educational missions.