Marketing Services Agreement Format

I. Introduction

A. Parties

This Marketing Services Agreement (the "Agreement") is entered into as of [Effective Date], by and between [Your Company Name], a [State] corporation with its principal place of business at [Your Company Address] (the "Client"), and [Second Party], a [State] corporation with its principal place of business at [Second Party Address] (the "Service Provider").

B. Purpose

The purpose of this Agreement is to define the terms and conditions under which the Service Provider will provide marketing services to the Client. The services include, but are not limited to, digital marketing, SEO, social media management, and content creation.

II. Scope of Services

A. Description of Services

The Service Provider agrees to deliver the following marketing services:

Search Engine Optimization (SEO) to improve website ranking and visibility.
Pay-Per-Click (PPC) advertising campaigns to drive targeted traffic.
Social Media Management, including content creation and engagement strategies.
Monthly performance reports and analytics.

B. Service Deliverables

Deliverables under this Agreement will include:

SEO strategy and implementation plan, delivered within the first 30 days.
PPC campaign setup and management reports, provided monthly.
Social media content calendar and engagement reports, updated bi-weekly.
Comprehensive performance report, delivered at the end of each month.

III. Term and Termination

A. Effective Date

This Agreement shall become effective on [Effective Date], marking the start of the Service Provider's obligation to commence the marketing services as outlined. The Effective Date is crucial for establishing the timeline and ensuring both parties are aligned on the commencement of services.

B. Duration

The Agreement shall remain in effect for a period of 12 months, expiring on [End Date], unless extended or terminated earlier in accordance with the provisions herein. This duration provides sufficient time for the Service Provider to deliver and the Client to evaluate the effectiveness of the marketing services.

C. Termination Clause

Either party may terminate this Agreement with 30 days’ written notice to the other party. Termination for cause can occur if a party breaches any material term and fails to rectify the breach within 15 days of receiving written notice detailing the breach.

IV. Compensation and Payment Terms

A. Fees

The Client agrees to pay the Service Provider a monthly fee of $5,000 for the comprehensive marketing services described in this Agreement. Any additional services or tasks outside the defined scope will be billed separately at an hourly rate of $150, subject to prior approval by the Client.

B. Payment Schedule

Payments are due on the 1st of each month, with the first payment due on [First Payment Date]. Timely payments are essential to ensure uninterrupted service delivery and to maintain the agreed-upon schedule of services.

C. Expenses

The Client will reimburse the Service Provider for all reasonable out-of-pocket expenses incurred in the execution of the marketing services, including advertising costs and necessary travel. Such expenses must be pre-approved by the Client to ensure they are within the agreed budget.

D. Late Payments

Payments not received by the due date will incur a late fee of 1.5% per month, or the maximum rate permitted by law, whichever is lower. Persistent late payments may lead to suspension of services until the outstanding amount is settled.

V. Responsibilities and Obligations

A. Client Responsibilities

The Client is responsible for providing the Service Provider with timely access to all necessary business information, including digital assets and marketing data. Additionally, the Client must offer prompt feedback and approvals to facilitate the Service Provider's ability to deliver the services efficiently.

B. Service Provider Responsibilities

The Service Provider agrees to execute the services with professionalism and adherence to industry best practices, ensuring all deliverables meet the quality standards specified in this Agreement. The Service Provider will also adhere to the agreed deadlines and notify the Client of any potential delays promptly.

VI. Confidentiality

A. Confidential Information

Confidential Information includes all non-public, proprietary information disclosed by either party during the term of this Agreement, such as business strategies, client lists, and marketing plans. Both parties acknowledge that protecting this information is essential to maintaining competitive advantage and trust.

B. Obligations

Both the Client and Service Provider agree to maintain the confidentiality of the Confidential Information and to use it solely for the purposes outlined in this Agreement. This obligation includes refraining from disclosing Confidential Information to third parties without prior written consent.

C. Duration

The confidentiality obligations outlined in this Agreement will continue for a period of 2 years following the termination of this Agreement. This extended period ensures that sensitive information remains protected even after the business relationship ends.

VII. Intellectual Property

A. Ownership of Work Product

All work product created by the Service Provider, including but not limited to marketing materials, content, and designs, will be owned exclusively by the Client upon full payment. The transfer of ownership is essential for the Client to utilize and leverage the work product as part of their marketing strategy.

B. Licenses

The Service Provider grants the Client a perpetual, non-exclusive, worldwide license to use, modify, and distribute the created materials. This license allows the Client to fully utilize the work product across various platforms and campaigns.

C. Rights to Pre-existing IP

The Service Provider retains ownership of any pre-existing intellectual property used in the course of providing services under this Agreement. The Client is granted a license to use such pre-existing IP solely in connection with the services delivered, ensuring that intellectual property rights are respected.

VIII. Indemnification and Liability

A. Indemnification

Each party agrees to indemnify and hold harmless the other party against any claims, losses, or damages arising from their respective actions or omissions under this Agreement. This indemnification ensures that each party is protected from legal repercussions resulting from the other’s conduct.

B. Limitation of Liability

The liability of either party for any claim arising from this Agreement shall be limited to the total amount paid by the Client to the Service Provider in the 12 months preceding the claim. This limitation helps to manage risk and ensure that potential liabilities are proportionate to the value of the services provided.

IX. Dispute Resolution

A. Methods

Any disputes arising out of or in connection with this Agreement shall first be addressed through mediation. If mediation is unsuccessful, disputes will be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association.

B. Jurisdiction

This Agreement shall be governed by the laws of the State of [State], and any legal actions arising out of this Agreement shall be brought in the courts located in [City], [State]. This provision ensures that any legal disputes are handled in a designated jurisdiction.

X. Miscellaneous Provisions

A. Amendments

No amendment or modification to this Agreement shall be valid unless made in writing and signed by both parties. This requirement ensures that any changes to the Agreement are formally documented and agreed upon.

B. Entire Agreement

This Agreement constitutes the entire understanding between the parties regarding the subject matter and supersedes all prior agreements and discussions. This provision ensures that the written Agreement is the definitive and exclusive statement of the parties' intentions.

C. Severability

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This ensures that the Agreement can still be enforced even if a particular clause is invalidated.

D. Notices

All notices required under this Agreement shall be in writing and sent to the addresses specified herein by certified mail or other agreed-upon methods. This ensures that all communications are formalized and documented appropriately.

XI. Signatures

This Agreement must be signed by authorized representatives of both parties to be legally binding. Each signatory confirms that they have the authority to enter into this Agreement on behalf of their respective parties and that all terms and conditions have been fully understood and agreed upon.

[Your Name]

[Your Company Name]

[Date]

[Representative's Name]

[Second Party]

[Date]