Free Email Marketing Agreement Template
Email Marketing Agreement
This Email Marketing Agreement (“Agreement”) is entered into as of [Month Day, Year] (“Effective Date”) by and between:
[Your Company Name], a corporation duly organized under the laws of the state of [State], with its principal office at [Your Company Address] (“Company” or “Service Provider”),
and
[Your Partner Company Name / Second Party], a company organized under the laws of [State] with its principal office at [Your Partner Company Name / Second Party Address] (“Client” or “Subscriber”).
The Company and the Client are collectively referred to as the “Parties” and individually as a “Party.”
In consideration of the mutual promises and covenants set forth herein, the Parties agree as follows:
1. Scope of Services
The Company agrees to provide email marketing services as described below:
1.1. Email Campaign Strategy Development
The Company will assist in creating and planning email marketing strategies, including audience targeting, content recommendations, and scheduling.
1.2. Content Creation and Design
The Company will design and create email templates, graphics, and other relevant marketing materials aligned with the Client’s branding guidelines.
1.3. Email Distribution and Management
The Company will distribute emails using a designated email marketing platform and ensure proper subscriber list segmentation, tracking, and reporting.
1.4. Performance Analysis and Reporting
The Company will provide analytics and reports detailing campaign performance metrics, including open rates, click-through rates, and conversion rates.
2. Term and Termination
2.1. Term
This Agreement begins on the Effective Date and continues for a period of [1 Year] unless terminated earlier per the provisions below.
2.2. Termination for Convenience
Either Party may terminate this Agreement for any reason upon providing thirty (30) days' written notice to the other Party.
2.3. Termination for Cause
Either Party may terminate this Agreement immediately if the other Party breaches any material term and fails to cure the breach within ten (10) business days after receiving written notice.
2.4. Effect of Termination
Upon termination, the Company will cease all email marketing activities and provide the Client with a final report. All unpaid fees accrued up to the termination date will remain due.
3. Fees and Payment Terms
3.1. Service Fees
The Client agrees to pay the Company a fee of [$0] for the services outlined herein. Additional fees may apply for agreed-upon extra services outside the scope of this Agreement.
3.2. Payment Terms
Invoices will be issued on a [weekly/monthly] basis and are payable within [Number] days of receipt.
3.3. Late Payments
Payments not received by the due date will incur a late fee of [Amount or Percentage] per month until fully paid.
3.4. Taxes
All fees are exclusive of taxes, and the Client is responsible for paying all applicable taxes, duties, or governmental charges, except for taxes on the Company’s income.
4. Client Responsibilities
4.1. Provision of Information
The Client will provide the Company with all necessary materials, including branding guidelines, subscriber lists, and campaign objectives, in a timely manner.
4.2. Compliance with Laws
The Client warrants that all subscriber lists provided comply with applicable laws, including the CAN-SPAM Act and other email marketing regulations.
4.3. Authorization
The Client authorizes the Company to use its trademarks, logos, and other intellectual property strictly for the purpose of executing the services described in this Agreement.
5. Data Privacy and Compliance
5.1. Compliance with Laws
Both Parties agree to comply with all applicable laws, including the CAN-SPAM Act, GDPR (where applicable), and other federal or state data protection laws.
5.2. Confidentiality
The Company will not share or disclose the Client’s subscriber list or other proprietary data without prior written consent, except as required by law.
5.3. Security Measures
The Company agrees to implement industry-standard security measures to protect the Client’s data against unauthorized access or breaches.
6. Intellectual Property
6.1. Ownership of Materials
All marketing materials created by the Company remain the intellectual property of the Company until payment is made in full, at which point ownership transfers to the Client.
6.2. Pre-Existing IP
Each Party retains ownership of pre-existing intellectual property used in connection with this Agreement.
7. Representations and Warranties
7.1. Company Representations
The Company represents and warrants that:
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It has the expertise, resources, and authority to perform the services outlined in this Agreement.
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All marketing materials created will not infringe on the intellectual property rights of any third party.
7.2. Client Representations
The Client represents and warrants that:
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It has obtained all necessary permissions for the use of subscriber lists and complies with relevant laws.
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It will provide accurate information and materials necessary for the services.
8. Limitation of Liability
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Except in cases of gross negligence or willful misconduct, neither Party shall be liable for indirect, incidental, consequential, or punitive damages, even if advised of the possibility of such damages.
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The Company’s total liability under this Agreement is limited to the total amount paid by the Client for services rendered.
9. Indemnification
9.1. Client Indemnity
The Client agrees to indemnify and hold the Company harmless from any claims, liabilities, or damages arising from the Client’s breach of this Agreement or misuse of services.
9.2. Company Indemnity
The Company agrees to indemnify and hold the Client harmless from any claims, liabilities, or damages arising from the Company’s infringement of third-party intellectual property rights.
10. General Provisions
10.1. Force Majeure
Neither Party will be liable for delays or failures due to causes beyond their reasonable control, including natural disasters, acts of government, or technical failures.
10.2. Governing Law
This Agreement shall be governed by the laws of the state of [State], without regard to its conflict of law principles.
10.3. Entire Agreement
This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements.
10.4. Amendments
Any amendments or modifications to this Agreement must be made in writing and signed by both Parties.
10.5. Notices
All notices under this Agreement shall be in writing and delivered to the respective Party at their listed address or email.
11. Execution
By signing below, the Parties agree to the terms and conditions outlined in this Agreement.
[Your Company Name]
By:
[Your Name]
[Title]
[Month Day, Year]
[Your Partner Company Name / Second Party]
By:
[Second Party Representative Name]
[Title]
[Month Day, Year]
