Marketing services contract template (US)

Marketing Services Agreement

This Agreement is made on Effective Date between Client Name, a Client Entity Type and State, at Client Address ("Client"), and Agency Name, a Agency Entity Type and State, at Agency Address ("Agency").

1. Services

Agency will provide the following on these channels: Services and Channels. Target measures for review, which are not guarantees, are: Goals and KPIs.

2. Term

This Agreement starts on Start Date and runs for Initial Term, then month to month until a party gives Notice Days days' written notice.

3. Fees and Ad Spend

Client will pay $Monthly Fee per month by the Invoice Due Day of each month. Ad spend is separate. It is paid Directly by Client or Through Agency up to $Monthly Ad Budget per month, and Agency will not exceed that without written approval. Any markup on ad spend or third-party costs must be stated here: Markup or None. A late amount bears interest at Late Interest Rate per month, or the highest rate the law allows if lower.

4. Approvals and Materials

Client will provide brand materials and answer requests within Client Response Days business days, and will approve copy before it runs. Client confirms that the facts it supplies about its products are true, and that it has the rights to the materials it supplies.

5. Legal Compliance

Agency will follow platform rules and advertising law, including the FTC Act's ban on deceptive ads, the Endorsement Guides, the CAN-SPAM Act for email and the Telephone Consumer Protection Act for texts and calls. Marketing lists must be lawfully obtained, and customers' opt-outs honored. Each party is responsible for meeting the privacy laws that apply to it.

6. Accounts and Ownership

Ad accounts, domains, analytics and social media profiles will be set up in Client's name, or transferred to Client on request after payment. On full payment, Client owns the final work made for it. Agency keeps its templates, methods and tools, and may show the public work in its portfolio unless Client objects in writing. Stock images and third-party materials are subject to their own licenses.

7. Reports

Agency will send a report each Report Frequency on spend and results, and will give Client read access to the ad accounts.

8. No Guarantee

Agency will do the work with professional skill. Search rankings, leads, sales and other results depend on many factors outside its control, and are not guaranteed.

9. Confidentiality

Each party will keep the other's non-public information confidential, and use it only for this Agreement.

10. Termination

Either party may end this Agreement at once if the other materially breaches and does not cure within Cure Days days after written notice. Client will pay for services and approved costs to the end date, and Agency will hand over accounts and files.

11. Independent Contractor; Liability

Agency is an independent contractor, controls how the work is done, and is responsible for its own staff, taxes and insurance. Nothing here creates employment, partnership or agency. Each party will indemnify the other against third-party claims arising from materials it supplied. NEITHER PARTY IS LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, AND EACH PARTY'S TOTAL LIABILITY IS LIMITED TO THE FEES PAID OR OWED IN THE Liability Cap Months MONTHS BEFORE THE CLAIM, except for payment owed, indemnity for third-party claims, breach of confidentiality, or fraud or willful misconduct.

General Terms

Governing law. This Agreement is governed by the laws of the State of Governing State, without regard to its conflict of laws rules. Any lawsuit will be brought in the state or federal courts located in Venue County and State.

Entire agreement. This Agreement is the parties' complete agreement on its subject and replaces all earlier discussions. It may be changed only in a writing signed by both parties.

Severability. If a court finds any part of this Agreement unenforceable, that part will be enforced to the extent the law allows, and the rest stays in effect.

Notices. Notices must be in writing and sent to the addresses above by personal delivery, certified mail or a nationally recognized courier.

Counterparts and e-signatures. This Agreement may be signed in counterparts and by electronic signature, which has the same effect as an original.

| Client | Agency |

| --- | --- |

| Signature: Client Signature | Signature: Agency Signature |

| Name: Client Printed Name | Name: Agency Printed Name |

| Date: Client Signing Date | Date: Agency Signing Date |