Email Marketing Contract

This Email Marketing Contract ("Agreement") is made and entered into on this [Date] by and between:

I. PARTIES INVOLVED

A. Service Provider

[Your Company Name]

Email: [Your Company Email]

Address: [Your Company Address]

Phone: [Your Company Number]

B. Client

[Second Party Company Name]

Email: [Second Party Company Email]

Address: [Second Party Company Address]

Phone: [Second Party Company Number]

II. SCOPE OF SERVICES

A. Services Provided

[Your Company Name] agrees to provide the following email marketing services for [Second Party Company Name]:

1. Email Campaign Design and Strategy: Develop a comprehensive email marketing strategy tailored to the client’s goals.

2. Content Creation: Creation of email content, including copywriting, design, and HTML formatting for each email campaign.

3. List Management: Segmentation of email lists, list cleaning, and managing list growth through opt-ins.

4. Campaign Setup and Execution: Set up and execute up to 3 email campaigns per month.

5. A/B Testing and Optimization: Conduct A/B testing for subject lines, email design, and content to optimize performance.

6. Performance Tracking and Reporting: Provide monthly reports on campaign performance, including open rates, click-through rates, and conversions.

7. Legal Compliance: Ensure all campaigns comply with applicable email marketing laws, including CAN-SPAM and GDPR.

B. Limitations of Services

1. Excluded Services: The following services are not included in this Agreement: customer support, social media management, or paid ad campaigns.

2. Campaign Limitations: [Your Company Name] will provide a maximum of 3 campaigns per month unless otherwise agreed upon in writing.

C. Client Responsibilities

1. Providing Necessary Materials: The Client is responsible for providing the email list, offers, content, images, and any other necessary materials required for the campaigns.

2. Compliance: The Client is responsible for ensuring that all provided data complies with relevant privacy laws and email marketing regulations.

3. Approval of Content: The Client agrees to review and approve email content, design, and strategy within 5 business days of receiving drafts.

III. COMPENSATION AND PAYMENT TERMS

A. Pricing Structure

[Your Company Name] will charge a flat fee of $[00] per month for the services outlined above, which includes up to 3 email campaigns per month.

B. Payment Schedule

1. A [00]% deposit of $[00] is required upon signing this Agreement.

2. The remaining [00]% of $[00] will be due on the 1st of each month for the duration of the contract.

3. Payments should be made via bank transfer to the account details provided.

C. Late Payment Fees

A late fee of $[00] will be applied for any payment not received within 7 days of the due date.

D. Refunds and Cancellations

1. No refunds will be issued for services rendered.

2. Either party may terminate this Agreement with 30 days' written notice. In the event of cancellation by the Client, the deposit is non-refundable.

IV. TERM AND TERMINATION

A. Contract Duration

This Agreement will commence on [Start Date] and will continue on a monthly basis unless terminated by either party.

B. Termination Conditions

1. Either party may terminate this Agreement at any time with a 30-day written notice.

2. Termination for cause may occur if either party fails to meet their obligations, including non-payment or breach of confidentiality.

C. Consequences of Termination

1. Upon termination, [Your Company Name] will provide a final report and return all client materials.

2. Any outstanding invoices will be due upon termination.

V. CONFIDENTIALITY AND DATA PROTECTION

A. Confidential Information

Both parties agree not to disclose any confidential information, including client strategies, customer data, and email campaign performance, without prior written consent.

B. Data Protection and Privacy

1. Both parties agree to comply with all applicable data protection laws, including GDPR (General Data Protection Regulation) and CCPA (California Consumer Privacy Act).

2. [Your Company Name] will ensure that all personal data is handled and stored securely.

VI. INTELLECTUAL PROPERTY

A. Ownership of Campaign Materials

1. Upon full payment, the Client shall own all rights to the email campaign assets (e.g., email templates, designs, copy).

2. [Your Company Name] retains ownership of any proprietary tools, templates, or methods used in creating campaigns.

B. License for Use

The Client is granted a non-exclusive, royalty-free license to use the materials created for the campaign for their own business purposes.

C. Work for Hire

All materials created by [Your Company Name] under this contract will be considered "work for hire" and are owned by the Client upon full payment.

VII. PERFORMANCE AND METRICS

A. Campaign Goals and KPIs

[Your Company Name] will work with the Client to establish clear, measurable goals for each campaign, including but not limited to open rates, click-through rates, and conversions. These goals will be based on the Client's business objectives and industry benchmarks. The Client and [Your Company Name] will review these metrics regularly to adjust strategies as needed to maximize campaign performance.

B. Reporting and Analytics

[Your Company Name] will provide comprehensive monthly reports outlining the performance of each campaign, including key metrics such as open rates, click-through rates, bounce rates, and conversions. These reports will also include recommendations for optimizing future campaigns based on data-driven insights. A follow-up meeting can be scheduled to discuss the results and adjust strategies as necessary.

VIII. LIABILITY AND INDEMNIFICATION

A. Indemnification

1. Both parties agree to indemnify, defend, and hold harmless each other from any third-party claims, losses, or damages arising out of the breach of this Agreement, including any violations of applicable laws or regulations. This indemnity includes, but is not limited to, any claims related to intellectual property infringement, data privacy violations, or non-compliance with email marketing regulations.

2. The Client agrees to indemnify [Your Company Name] against any legal claims, penalties, or damages arising from the Client's use of email lists, including the improper collection or sharing of personal data.

B. Limitation of Liability

1. [Your Company Name]'s liability under this Agreement is strictly limited to the amount the Client has paid for the specific campaign or service that led to the claim. The Service Provider shall not be liable for any indirect, incidental, or consequential damages, including lost profits or business interruptions, that may arise from campaign performance or other contractual issues.

2. The Client acknowledges that results such as deliverability, open rates, and click-through rates can be influenced by factors beyond [Your Company Name]'s control, including spam filters, email client settings, or external market conditions.

IX. AMENDMENTS AND MODIFICATIONS

A. Amendments to the Contract

1. Any modifications to this Agreement must be made in writing and signed by both parties. These modifications can include changes to the scope of services, pricing, timelines, or other significant aspects of the contract. All amendments will be documented in an addendum to the original contract, ensuring clarity and mutual agreement on the new terms.

2. If either party wishes to make significant changes to the deliverables or timelines, the request must be submitted in writing, and the impact on pricing or deadlines will be reviewed and agreed upon by both parties.

X. DISPUTE RESOLUTION

A. Governing Law

This Agreement will be governed by the laws of the State of [State], without regard to its conflict of law principles. Both parties agree to resolve any disputes under the legal framework of this jurisdiction. If the Client is located in a different state or country, this clause ensures consistency in legal proceedings and governs any potential disputes.

B. Dispute Resolution Process

In the event of a dispute, both parties agree to first attempt resolution through informal discussions or mediation, with the goal of resolving issues amicably and avoiding formal legal proceedings. If a resolution is not achieved within 30 days, the dispute will be submitted to binding arbitration under the rules of the American Arbitration Association (AAA) or a similar organization, with the decision being final and enforceable in a court of law.

XI. MISCELLANEOUS

A. Force Majeure

1. Neither party will be held liable for failure or delay in performance of any part of this Agreement due to unforeseen events beyond their control, including but not limited to natural disasters, war, terrorism, government action, or technical failures. The affected party will notify the other party as soon as possible and make reasonable efforts to minimize the impact of the event.

2. If the force majeure event persists for more than 30 days, either party may terminate the Agreement without penalty.

B. Entire Agreement

1. This Agreement represents the complete and exclusive understanding between the parties and supersedes all prior or contemporaneous discussions, representations, or agreements, whether oral or written. Any previous agreements, including informal communications, are no longer valid once this contract is signed.

2. Any oral or written statements not included in this Agreement will not be considered binding unless incorporated into a formal amendment signed by both parties.

C. Severability

1. If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect. The invalid provision will be modified to reflect the intention of the parties as closely as possible, while still being enforceable under the law.

2. Both parties agree that the Agreement will continue in effect, with the invalid provision being reinterpreted or adjusted as necessary to ensure that the contract remains valid and enforceable.

D. Assignment

1. Neither party may assign or transfer their rights or obligations under this Agreement to any third party without the prior written consent of the other party, except in the case of a merger, acquisition, or sale of substantially all assets. Any unauthorized assignment or transfer will be deemed a breach of this Agreement.

2. This provision ensures that the original parties maintain control over the terms of the contract, and any changes to the parties involved must be mutually agreed upon.

XII. SIGNATURES

A. Service Provider’s Signature

[Your Name]

[Your Company Name]

[Date]

B. Client’s Signature

[Second Party Representative Name]

[Second Party Company Name]

[Date]

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