Aesthetic Marketing Agency Agreement
Aesthetic Marketing Agency Agreement
This Marketing Agency Agreement ("Agreement") is made and entered into on [Month Day, Year] ("Effective Date"), by and between:
[Your Company Name], a marketing company organized and existing under the laws of the State of [State], with its principal place of business located at [Your Company Address] ("Agency"),
and
[Your Partner Company Name / Second Party], a business entity organized and existing under the laws of the State of [State], with its principal place of business located at [Your Partner Company Name / Second Party Address] ("Client").
WHEREAS, the Client desires to engage the services of the Agency to provide marketing and promotional services for the Client’s business, and the Agency agrees to provide such services under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:
1. Scope of Services
1.1 Services Provided
The Agency agrees to provide the following marketing services ("Services") to the Client, including but not limited to:
-
Marketing strategy development
-
Social media management
-
Content creation and management
-
Search engine optimization (SEO)
-
Pay-per-click (PPC) advertising
-
Email marketing
-
Market research and analysis
-
Brand development and positioning
-
Public relations activities
-
Other marketing-related services as agreed upon in writing by both parties
1.2 Additional Services
Any additional services outside the scope defined in Section 1.1 shall be provided upon mutual agreement between the Client and the Agency. Additional fees may apply for these services.
2. Term and Termination
2.1 Term
This Agreement shall commence on the Effective Date and continue for a period of [0 Years] ("Initial Term"). Upon expiration of the Initial Term, the Agreement shall automatically renew for successive [0 Years] periods unless either party provides written notice of termination at least [0] days before the end of the current term.
2.2 Termination for Convenience
Either party may terminate this Agreement for any reason, with or without cause, by providing [Number] days' written notice to the other party.
2.3 Termination for Cause
Either party may terminate this Agreement immediately by providing written notice to the other party if:
-
The other party breaches any material term of this Agreement and fails to cure such breach within [Number] days after receiving written notice of the breach.
-
The other party becomes insolvent, files for bankruptcy, or ceases to conduct business.
2.4 Effect of Termination
Upon termination of this Agreement, the Agency shall cease all Services and provide the Client with any work product completed up to the date of termination. The Client shall pay the Agency for all Services rendered through the effective date of termination.
3. Compensation
3.1 Fees
The Client agrees to pay the Agency a fee of [$0] per [Project] for the Services provided under this Agreement. Specific payment terms, including any retainer fees or milestone payments, are outlined in Exhibit A attached hereto.
3.2 Expenses
The Client shall reimburse the Agency for any reasonable and necessary expenses incurred in the performance of the Services, including but not limited to travel, accommodation, and material costs, provided that such expenses have been pre-approved by the Client in writing.
3.3 Payment Terms
Invoices for Services and reimbursable expenses shall be issued by the Agency on a [Monthly] basis. Payments are due within [0] days of the invoice date. Late payments shall incur interest at a rate of [0]% per month.
3.4 Taxes
The Client shall be responsible for any applicable sales, use, or other taxes arising from the payments made under this Agreement, except for taxes based on the Agency's income.
4. Intellectual Property Rights
4.1 Ownership of Work Product
All deliverables and work products created by the Agency in the course of providing the Services, including but not limited to marketing materials, content, designs, and strategies ("Work Product"), shall be the sole and exclusive property of the Client, upon full payment of all fees due under this Agreement.
4.2 Agency’s Pre-existing Materials
The Agency retains all rights, title, and interest in any materials, methodologies, processes, or know-how that were developed or acquired by the Agency prior to or independent of this Agreement ("Pre-existing Materials"). The Agency grants the Client a non-exclusive, non-transferable license to use such Pre-existing Materials solely in connection with the Work Product.
4.3 Use of Client’s Intellectual Property
The Client grants the Agency a limited, non-exclusive, royalty-free license to use the Client’s trademarks, logos, and other intellectual property solely for the purpose of performing the Services under this Agreement.
5. Confidentiality
5.1 Confidential Information
For the purposes of this Agreement, "Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
5.2 Obligations
The Receiving Party agrees to:
-
Protect the Disclosing Party’s Confidential Information with the same level of care as it uses to protect its own confidential information, but in no event with less than reasonable care.
-
Use the Disclosing Party’s Confidential Information solely for the purpose of performing its obligations under this Agreement.
-
Not disclose the Disclosing Party’s Confidential Information to any third party without the prior written consent of the Disclosing Party, except as required by law.
5.3 Exclusions
Confidential Information does not include information that:
-
Was already known to the Receiving Party without restriction on use or disclosure at the time of disclosure.
-
Becomes publicly known through no wrongful act or failure of the Receiving Party.
-
Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
-
Is disclosed pursuant to legal requirements or court orders, provided the Receiving Party promptly notifies the Disclosing Party and allows the Disclosing Party to seek a protective order.
5.4 Return of Confidential Information
Upon termination of this Agreement, the Receiving Party shall return or destroy all Confidential Information of the Disclosing Party in its possession, except as required to comply with applicable law.
6. Representations and Warranties
6.1 Mutual Warranties
Each party represents and warrants that:
-
It has the full power and authority to enter into this Agreement and perform its obligations hereunder.
-
The execution and performance of this Agreement do not and will not violate any agreement to which it is a party or by which it is bound.
-
It will comply with all applicable laws, rules, and regulations in the performance of its obligations under this Agreement.
6.2 Agency Warranties
The Agency represents and warrants that:
-
The Services will be performed in a professional and workmanlike manner in accordance with industry standards.
-
The Work Product delivered to the Client will not infringe upon or misappropriate any intellectual property rights of any third party.
6.3 Client Warranties
The Client represents and warrants that:
-
It owns or has obtained all necessary rights, licenses, and permissions for any materials provided to the Agency for use in the Services.
-
It will provide accurate and complete information to the Agency as necessary for the performance of the Services.
7. Limitation of Liability
7.1 Disclaimer of Warranties
Except as expressly provided in this Agreement, the Agency disclaims all warranties, express or implied, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
7.2 Limitation of Liability
In no event shall either party be liable for any indirect, incidental, consequential, or punitive damages arising out of or relating to this Agreement, whether in contract, tort, or otherwise, even if advised of the possibility of such damages. The total liability of the Agency under this Agreement shall not exceed the total fees paid by the Client to the Agency during the [0 Years] preceding the claim.
8. Indemnification
8.1 Indemnification by Agency
The Agency agrees to indemnify, defend, and hold harmless the Client and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach by the Agency of its representations, warranties, or obligations under this Agreement.
8.2 Indemnification by Client
The Client agrees to indemnify, defend, and hold harmless the Agency and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach by the Client of its representations, warranties, or obligations under this Agreement.
9. Dispute Resolution
9.1 Negotiation
In the event of any dispute arising out of or relating to this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiations.
9.2 Mediation
If the dispute cannot be resolved through negotiation within [Number] days, the parties agree to participate in non-binding mediation in [City, State] with a mediator mutually agreed upon by the parties. The costs of mediation shall be shared equally by the parties.
9.3 Arbitration
If the dispute is not resolved through mediation, it shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in [City, State], and the arbitrator’s decision shall be final and binding on the parties. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
10. Miscellaneous
10.1 Independent Contractor
The relationship between the Agency and the Client is that of an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between the parties.
10.2 Assignment
Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
10.3 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.
10.4 Notices
Any notice required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand, sent by certified mail, return receipt requested, or by overnight courier, to the addresses set forth above or to such other address as a party may specify by notice to the other party.
10.5 Amendment and Waiver
This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.
10.6 Entire Agreement
This Agreement, together with any exhibits or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral.
10.7 Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be reformed to the extent necessary to make it valid and enforceable.
10.8 Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
[Your Company Name]
By:
[Your Name]
[Title]
[Month Day, Year]
[Your Partner Company Name / Second Party]
By:
[Full Name]
[Title]
[Month Day, Year]
