Digital Marketing Contract Template

When looking to hire marketing agencies to do digital marketing activities and promotions for your business, our Digital Marketing Contract template provides you with the ground work for a marketing contract that allows you an overall background of general terms and conditions involved with the making of such a contract. Clearly stipulate all agency services that will be made for the client as well as when such services start and stop. Decide on the mode of payments and the frequency thereof through this document. Provide added stipulations by simply inserting them into the template. Download the file today to start using the document immediately.

DIGITAL MARKETING CONTRACT

This Digital Marketing Contract (this “Contract”) is effective as of [DATE] (“Effective Date”) and is accepted and executed by [NAME OF COMPANY] (“Provider”) located at [ADDRESS] and [NAME OF CLIENT] (“Client”).

1. SERVICES

1.1 Service Obligation. 

The Client hereby engages the services of the Provider, however, subject to the terms, conditions, and provisions of this Contract. The digital marketing services obligation of the Provider under this Contract shall comprise of the following (collectively termed as the “Services”):

1.1.1 Search Engine Submission and Optimization
1.1.2 Social Media, Article, and Blog Creation, Posting and Bookmarking
1.1.3 Content Sharing
1.1.4 Directory Submission and Business Listing
1.1.5 RSS feeds submission and URL pinging

1.2 Provision of Information and Personnel. 

The Client shall make accessible to the Provider such data as is sensibly required for the Provider to successfully satisfy and carry out the Services. Such data incorporates, however, is not restricted to, month to month reports on the execution of Services amid the duration of this Contract or any revisions thereto. Despite the foregoing, the Client consents to make its team accessible to the Provider as indicated by the significant areas of responsibility as required for finishing and completing the Services.

1.3 Failure by the Client of Delivery of Information.

The Client shall convey all data important for the Provider to carry out the Services. In a far-fetched occasion that the Client cannot convey the data to the Provider, at that point, the Client shall not hold the Provider at risk for the failure of execution of Services.

2. CONSULTING FEES, OTHER FEES, EXPENSES, AND INVOICES

2.1 Invoice and Payment. 

The Provider shall submit invoices to the Client for the Service Fees at such circumstances and for such periods and upon such installment terms as may be concurred every now and then between the Client and the Provider. All Service Fees shall be payable in U.S. Dollars. 

3. CONSIDERATION

3.1 Calculation of Service Fees.

In consideration for the Services performed by the Provider under this Contract, the Client shall pay all the Provider's Costs in addition to the charges for Services and corresponding payment terms (collectively, the “Service Fees”). The Service fees shall be paid month to month and shall be due after accepting the Provider's invoice receipt, unless otherwise provided herein.

3.2 Billing; Payments; Late Fees. 

Toward the start of each billing cycle of the Provider, the Provider shall issue an invoice receipt the Client for all Fees brought about by the Client amid such billing cycle. The Client shall fully pay the required funds upon acceptance and delivery of receipt. In the event that the full payment is not made, a charge equivalent to [NUMBER] percent ([NUMBER]%) shall be added to the funds owed, not to surpass the maximum legal limit allowed by law. Further, in the event that the Client becomes [NUMBER] or more days past due, the Services shall be suspended until the point that all past due charges are paid, and the Client shall be in default of this Contract. The Client shall continue to be responsible for any month to month charges amid any period that the Services are suspended or not conveyed because of the Client's breach.

3.3 Taxes. 

The Client and the Provider shall respectively bear and pay all of its own taxes and assessments emerging under relevant laws regarding the execution of this Contract.

3.4 Legal Expenses.

In the event that it shall become fundamental for the Provider to enforce this Contract through a lawyer, collection office, or through small claims court, the Client shall pay the lawyer's charges, agency expenses, court costs, and different accumulations costs, including without constraint, to post-judgment costs for legal services at trial and appellate levels. Delinquency of the Client may influence its credit rating and FICO assessment.

4. TERM

The underlying term of this Contract shall be for a period of [NUMBER] months, starting on the Effective Date. Unless earlier terminated, the Client shall have the choice to consequently re-establish this Contract for another [NUMBER] month terms.

5. TERMINATION

5.1 Termination.

Despite the fact that this Contract may not be ended without cause amid the underlying term, either the Client or the Provider may forego automatic renewal by giving the other party at the very least [NUMBER] days written notice of termination before the lapse of the then-current term. In the event that either the Client or the Provider breaches any term, condition, or provision of this Contract, the non-breaching party shall, after giving a written notice of such breach, be qualified to promptly end this Contract, provided that such breach is not cured within [NUMBER] days following such notice. In the event that this Contract is terminated because of a break, the non-breaching party shall, notwithstanding its right to terminate, be qualified to seek after legitimate remedies under relevant and appropriate laws against the breaching party.

5.2 Payment upon Expiration or Earlier Termination. 

Upon the lapse or end of this Contract, the Client shall fully pay the required funds for all the items and products that are actually conveyed and for all services already and actually performed by the Provider under this Contract before the viable date of such lapse or end.

6. PROPRIETARY INFORMATION

Without exhausting the following list, the following are considered as proprietary information of the Company: [LIST ALL PROPRIETARY INFORMATION OF THE PROVIDER AND THE CLIENT]. All Proprietary Information is and shall remain the sole and exclusive property of the Provider and the Client. Either the Provider or the Client shall have only the limited rights with respect to the Proprietary Information expressly granted in this Contract. All rights not expressly granted under this Contract are deemed reserved by the other party. Each party concurs that only the other party shall have the right to adjust, keep up, upgrade or generally change the Proprietary Information. Either the Provider or the Client shall not dismantle, decompile, control or figure out the Proprietary Information and shall find a way to anticipate such dismantling, decompiling, control or figuring out of the Proprietary Information. By no means shall either the Provider or the Client offer, services, distribute, show, duplicate, circulate, or generally make accessible the Proprietary Information in any form or by any methods, aside from as explicitly allowed by this Contract, including without constraint the exchange to an outsider or, if not explicitly disallowed by this Contract, as permitted under the reasonable utilize arrangement of the appropriate and relevant Copyright laws. Each party shall take all sensible steps, as per the best industry practices, to ensure the security of the Proprietary Information and to counteract unapproved utilize or exposure. Each party shall be responsible for all access to and utilization of the Proprietary Information by the other party's workers or operators or by methods for the other party's equipment or usernames and passwords, regardless of whether the other party knows about or approves such access or utilization.

7. CONSUMER PRIVACY

The Client recognizes that the Service, while contained in part of information keyed in by the Client, portrays data that may be regarded to be as a delicate data by some purchasers. It is the policy of the Provider to regard the demand of shoppers to evacuate their name, postage information, email address or phone number for use in sales. The Client's consent to agree to this policy is an essential condition to the Provider entering into this Contract.

8. USE AND TRAINING

The Client shall restrain the utilization of the Service to its workers who have been properly prepared through appropriate training.

9. RECORDS

Consistently amid the term of this Contract, the Client shall maintain a full, total and precise books of account and records with respect to its activities under this Contract.

10. THIRD PARTY USE

The Client consents to authoritatively require all End Users to consent to an arrangement with considerably comparable terms to this Contract. The Client warrants that on no occasion shall the End Users' utilization of the information be unlimited or grow past the permitted terms, conditions, or provisions of this Contract. The Client shall be at risk for any infringement of the terms, conditions, and provisions of this Contract for the End Users, emerging out of End Users' utilization of the Service as characterized under this Contract. 

11. PROPRIETARY MARKS 

Neither the Client nor the Provider shall utilize, or allow their separate representatives, specialists and subcontractors to utilize the trademarks, benefit marks, copyrighted material, logos, names, or some other exclusive assignments of the other party, or the other party's offshoots, regardless of whether enlisted or unregistered, without such other party's earlier written approval.

12. PROVIDER WARRANTIES, INDEMNIFICATION AND DISCLAIMERS

The Provider thusly speaks to and warrants that it has (a) qualified staff, proper offices and satisfactory assets with a specific end goal to release the Services in an auspicious and productive way, and (b) the essential experience required to carry out the Services in a skilled and expert way. But as generally expressed, the services under this Contract is given on an "AS IS" basis, without guarantee of any sort, either express or suggested, including without constraint to any guarantees of merchantability or wellness for a specific reason. The Provider neither guarantees nor expect any obligation to any individual or entity for the correct execution of the Services. The Provider does not represent or warrant that the Services is finished or free from blunder and does not expect, and explicitly renounces, any obligation to any individual or entity for any and all misfortune or harm caused by mistakes or oversights in the Services, regardless of whether such blunders or exclusions result from carelessness, mischance, or other reason.

13. PROVIDER’S LIMITATION OF LIABILITY

The Provider shall have no obligation under or in any capacity identified with this Contract for any misfortune, loss of benefit or income or for any noteworthy, circuitous, accidental, uncommon or exemplary damages, regardless of whether the Provider knows about the likelihood of such misfortune or harms. However, few states do not permit the rejection or impediment of accidental or important harms, so the above restriction or prohibition may not have any significant bearing. 

14. CLIENT’S INDEMNIFICATION

The Client and the Provider consent to reimburse, guard and hold the other party innocuous from and against all third party cases, misfortunes, liabilities, expenses, and costs emerging out of or identified with the utilization of the Service by the other party, or owing to the other party's breach of this Contract, provided that the concerned party gives the other party prompt written notice of any such claim.

15. PERFORMANCE GUARANTEE

15.1 Performance Guarantee. 

The Provider ensures that after the underlying term is fully paid, the Client shall be happy with the outcomes, or else the Provider shall keep on working on the Client's digital marketing and advertising for free amid a [NUMBER] month assessment period. In the event that the Client is not happy with the outcomes, the Provider shall postpone the month to month services and bolster charges for a [NUMBER] month assessment period. Amid the assessment time frame, the tracking telephone number shall be assessed on site to permit telephone call information to be gathered. Toward the completion of the assessment time frame, the Provider shall demonstrate to the Client the information on the number of contacts produced every month by the Client's site. In the event that the Provider concurs that the quantity of contacts every month is not acceptable, the Provider shall keep on waiving the month-to-month services and support charges while attempting to get the number to an attractive level. In the event that, on the other hand, the Provider sensibly trusts that the Client's site is producing a satisfactory number of contacts every month, at that point, the Provider shall continue charging the month-to-month service and support expenses.

15.2 Non-application of the Performance Guarantee. 

Unless the Provider gives earlier written approval, since the Provider must have full control of the Client's website in order to actualize the Provider's digital  marketing strategies, the Provider's Guarantee shall never apply under the accompanying conditions: (i) the Client moves the site off the Provider's facilitating servers; (ii) the Client divert the essential promoting area far from the Provider's facilitating servers or enables it to lapse; (iii) the Client contracts another organization or individual for their web advertising and they roll out improvements to the site; or (iv) the Client has a previous or extra site contending with the site that the Provider has worked for the Client.

16. MONEY BACK GUARANTEE

In the event that amid the first [NUMBER] days of the Effective Date, the Client is not happy with the Provider's services, at the Client's sole carefulness, the Client can ask for a full cash discount and end this Contract. In the event that the Client shall exercise this option, a notice shall be messaged to the Provider's account chief at [EMAIL ADDRESS] that shall be dated within [NUMBER] days of the Effective Date. The Provider shall give a discount on all cash paid by the Client within [NUMBER] days of notice to the Client's account.

17. RELATIONSHIP OF PARTIES

Neither the Provider nor the Client shall be a partner, agent or representative of the other party solely on account of this Contract, and shall have no right, power or authority to enter into any contract or agreement nor incur any commitment, obligation or liability for the benefit of the other party.

18. UNCONTROLLABLE EVENTS

Neither the Provider nor the Client shall be at risk for any postponement or disappointment in its execution of any of the demonstrations required by this Contract when such deferral or disappointment emerges for reasons past the sensible control of such party. The ideal opportunity for execution of any demonstration deferred by such causes shall be put off for a period equivalent to the postponement; provided, in any case, that the party so influenced shall give a prompt written notice to the other party of such deferral. The party so influenced, be that as it may, shall utilize its earnest attempts to maintain a strategic distance from or evacuate such reasons for non-execution and to finish execution of the demonstration postponed, at whatever point such causes are expelled.

19. WAIVER AND MODIFICATIONS

No waiver by either the Client or the Provider of any breach by the other party of any of the terms, conditions, or provisions of this Contract shall be regarded as a waiver of any preceding or succeeding breach of the same or any other term, condition, or provision of this Contract. No such waiver and alteration thereof shall be compelling unless explicitly put forward in writing and duly signed by the Client and the Provider.

20. ASSIGNMENT

The Client may not allocate or exchange this Contract or any rights or commitments under this Contract without the earlier written approval of the Provider, which may not be preposterously withheld.

21. NOTICES

Any notice or other correspondence required or allowed under this Contract shall be adequately given if conveyed face to face or sent through registered or certified U.S. mail, return receipt asked for (postage paid ahead of time) or commercially recognized overnight service with tracking abilities. All notification must be sent to the address as appeared on the signature page of this Contract, or to such different address or number as shall be outfitted in writing by any such party.

22. GOVERNING LAW AND FORUM

The translation and construction of the terms, conditions, and provisions of this Contract, and all issues identifying with this Contract, shall be administered by the laws of the State of [STATE] pertinent to the agreements executed and to be performed exclusively within such State. Any question emerging under this Agreement shall be settled in an official courtroom in the County of [COUNTY], in the State of [STATE].  

23. SEVERABILITY

In the event that any of the terms, conditions, or arrangements of this Contract shall be declared by a court of competent jurisdiction as being invalid, illicit or unenforceable in any regard under any law, the legitimacy, lawfulness, and enforceability of the rest of the terms, conditions, and provisions may not at all be influenced or impeded. 

24. ENTIRE AGREEMENT

This Contract constitutes the whole agreement and understanding between the Provider and the Client. This Contract supersedes any earlier contract, agreement, or understanding, whether oral or composed, identifying with the Service. Any changes to this Contract must be in writing and signed by both the Provider and the Client.

This Contract is signed and executed by the Provider and the Client on the Effective Date first indicated above.

PROVIDER:                  

[NAME OF SIGNATORY]    
[TITLE/POSITION]

CLIENT:

[NAME OF SIGNATORY]
[TITLE/POSITION]