Facebook Marketing Services Agreement
Facebook Marketing Services Agreement
This Facebook Marketing Services Agreement (the “Agreement”) is entered into as of [Date] by and between:
Service Provider
[Your Company Name]
[Your Company Address]
[Your Company Email]
Client
[Second Party]
[Second Party Address]
[Second Party Email]
I. Introduction
This Facebook Marketing Services Agreement ("Agreement") is effective as of [Date] between [Your Company Name], a [Type of Entity] at [Your Company Address] ("Service Provider"), and [Second Party], a [Type of Entity] at [Second Party Address] ("Client"). This Agreement outlines the terms for Service Provider to deliver Facebook marketing services to enhance Client’s online presence and achieve marketing goals.
II. Scope of Services
A. Description of Services
Service Provider agrees to perform the following services:
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Creation and management of Facebook advertisements, including ad copy and creative design.
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Audience targeting and segmentation to optimize ad performance.
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Ongoing campaign optimization based on performance data.
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Regular performance reporting and strategic recommendations.
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Additional services as agreed upon by both parties.
B. Deliverables and Milestones
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Initial campaign setup and strategy proposal within [00] days of Agreement execution.
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Monthly performance reports delivered by the [00] of each month.
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Regular updates on campaign performance as requested by Client.
C. Exclusions and Limitations
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Service Provider will not be responsible for costs associated with Facebook ad spend.
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Service Provider is not responsible for delays caused by Client’s failure to provide necessary materials or access.
III. Payment Terms
A. Fees and Compensation
The Service Provider’s fees for the Facebook marketing services are set at $[00] per month, covering all aspects of ad creation, management, and optimization. Any additional costs related to Facebook ad spend, third-party tools, or extra services will be billed separately, as outlined in the detailed service proposal.
B. Payment Schedule
Client agrees to make monthly payments on the [00] of each month for services rendered in the preceding month. Invoices will be issued by the Service Provider, and payment is due within [00] days from the invoice date.
C. Billing and Invoicing Procedures
The Service Provider will issue detailed invoices outlining the services provided and any additional expenses incurred. Invoices will be sent electronically to the Client’s designated email address and must be reviewed promptly to ensure timely payment.
D. Late Payment Penalties
A late fee of $[00] will be applied to any payments received more than [00] days past the due date, calculated on the outstanding balance. Persistent late payments may result in suspension of services until the account is brought up to date.
IV. Duration and Termination
A. Agreement Term
This Agreement will commence on [Start Date] and will continue for an initial term of [00] months. The Agreement will automatically renew for additional [00]-month periods unless terminated in accordance with the provisions outlined herein.
B. Renewal Terms
Either party may terminate the automatic renewal by providing written notice of non-renewal at least [00] days prior to the end of the current term. Renewal terms and conditions will be subject to review and mutual agreement.
C. Termination Conditions
This Agreement may be terminated by either party with [00] days’ written notice, provided there is no breach of terms. Immediate termination is permissible if either party fails to remedy a material breach within [00] days of receiving written notice of the breach.
D. Post-Termination Obligations
Upon termination, the Client will pay for all services rendered up to and including the termination date. The Service Provider will deliver any remaining reports or deliverables due and cease all advertising activities.
V. Responsibilities
A. Client Responsibilities
The Client will provide the Service Provider with timely access to necessary Facebook ad accounts, data, and materials required for the execution of services. The Client is responsible for ensuring that all provided information is accurate and up-to-date.
B. Service Provider Responsibilities
The Service Provider will execute the agreed-upon marketing strategies in a professional manner and provide regular updates on campaign performance. The Service Provider will also respond to Client inquiries and requests in a timely manner.
VI. Performance Metrics and Reporting
A. Key Performance Indicators (KPIs)
Performance will be evaluated based on KPIs such as click-through rates, conversion rates, and return on ad spend, as specified in the service proposal. These metrics will guide the optimization of campaigns and the assessment of overall effectiveness.
B. Reporting Schedule and Format
Monthly performance reports will be provided in a format agreed upon by both parties, detailing campaign results and insights. The reports will be delivered by the [00] of each month and will include recommendations for future actions.
C. Performance Review Meetings
Quarterly performance review meetings will be scheduled to discuss campaign results, adjust strategies, and address any concerns. These meetings will be held virtually or in-person as mutually agreed upon by both parties.
VII. Confidentiality and Data Protection
A. Confidential Information Definition
“Confidential Information” includes all non-public data and materials shared between the parties, including marketing strategies, campaign data, and business operations. Both parties agree to maintain the confidentiality of this information and use it solely for the purposes outlined in this Agreement.
B. Obligations to Protect Confidential Information
Each party agrees to take all reasonable measures to protect Confidential Information from unauthorized disclosure or use. The obligations of confidentiality will remain in effect even after the termination of this Agreement.
C. Data Handling and Privacy Compliance
The Service Provider will comply with applicable data protection regulations and industry standards in handling the Client’s data. Any data collected during the course of services will be used only for the purposes of this Agreement and securely stored.
VIII. Intellectual Property
A. Ownership of Creative Assets
All creative assets developed by the Service Provider, including ad copy, graphics, and designs, will be the property of the Client upon full payment. The Client will have the exclusive right to use these assets for their marketing purposes.
B. Usage Rights and Licensing
The Service Provider retains a non-exclusive, royalty-free license to use the creative assets for portfolio purposes and in promotional materials. This license does not grant the Service Provider any rights beyond those necessary for the specified uses.
C. Restrictions on Use
The Client agrees not to use the creative assets in a manner that infringes upon any third-party rights or for purposes other than those outlined in this Agreement. Any unauthorized use of the assets will be considered a breach of this Agreement.
IX. Warranties and Disclaimers
A. Service Provider Warranties
The Service Provider warrants that the services will be performed in a professional and workmanlike manner, adhering to industry standards. However, the Service Provider does not guarantee specific results or performance metrics.
B. Disclaimers of Liability
The Service Provider disclaims any liability for indirect, incidental, or consequential damages arising from the use of the services. The Service Provider’s liability will be limited to the total amount paid by the Client for the services rendered.
C. Limitation of Liability
The total liability of the Service Provider for any claims arising from this Agreement will not exceed the total fees paid by the Client. This limitation applies regardless of the cause of action or theory of liability.
X. Dispute Resolution
A. Mediation and Arbitration Procedures
Any disputes arising from this Agreement will first be addressed through mediation. If mediation fails, the dispute will be resolved through binding arbitration in [City, State], following the rules of the [Arbitration Association].
B. Governing Law
This Agreement will be governed by and construed in accordance with the laws of [State], without regard to its conflict of laws principles. Any legal actions or proceedings related to this Agreement will be conducted in [State].
C. Jurisdiction
The parties consent to the exclusive jurisdiction and venue of the courts located in [City, State] for any legal disputes arising from this Agreement. This consent does not waive any other jurisdictional rights or defenses.
XI. Miscellaneous
A. Amendments and Modifications
Any amendments or modifications to this Agreement must be made in writing and signed by authorized representatives of both parties. Verbal agreements or understandings will not be considered valid or binding.
B. Assignment and Subcontracting
The Service Provider may not assign or subcontract any of its obligations under this Agreement without the prior written consent of the Client. Any unauthorized assignment or subcontracting will be considered a material breach of this Agreement.
C. Entire Agreement Clause
This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements or understandings, whether written or oral. No other terms or conditions will be valid unless expressly included in this Agreement.
D. Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties agree to negotiate in good faith to replace any invalid provision with a valid one that reflects the original intent.
E. Notices
All notices required or permitted under this Agreement will be sent to the addresses specified above. Notices will be deemed effective when delivered personally, sent by certified mail, or transmitted electronically to the designated email address.
XII. Signatures
The undersigned parties acknowledge that they have read, understood, and agreed to all terms and conditions set forth in this Agreement. By signing below, each party signifies their consent to be bound by the provisions of this Agreement and represents that they have the authority to enter into this legally binding contract.
[Your Name]
[Your Company Name]
[Date]
[Representative's Name]
[Second Party]
[Date]
