MARKETING SERVICES AGREEMENT
THIS AGREEMENT is made on [Date],
BETWEEN:
[Client Name], of [Client Address] ("Client")
AND
[Service Provider Name], of [Service Provider Address] ("Service Provider").
WHEREAS
- The Client wishes to engage the Service Provider to perform certain marketing services;
- The Service Provider has the expertise and agrees to provide such services under the terms set out in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the parties agree as follows:
1. DEFINITIONS
1.1. "Services" means the marketing services described in Schedule A attached to this Agreement or as otherwise agreed in writing by the parties.
1.2. "Deliverables" means all materials, reports, content, or other outputs to be provided by the Service Provider as part of the Services.
2. SCOPE OF SERVICES
2.1. The Service Provider shall perform the Services as described in [Schedule A/Attachment] or as otherwise mutually agreed in writing.
2.2. Any changes to the scope of Services must be agreed in writing by both parties.
3. TERM AND TERMINATION
3.1. Term: This Agreement shall commence on [Effective Date] and continue until [End Date/Completion of Services], unless terminated earlier in accordance with this Agreement.
3.2. Termination for Convenience: Either party may terminate this Agreement by providing [Notice Period Days] days’ written notice to the other party.
3.3. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision and fails to cure such breach within [Cure Period Days] days after receipt of written notice.
3.4. Upon termination, the Service Provider shall deliver all completed Deliverables and the Client shall pay for all Services performed up to the date of termination.
4. FEES AND PAYMENT
4.1. The Client agrees to pay the Service Provider as follows:
- Fee Structure: [Fixed Fee/Hourly Rate/Retainer/Other]
- Amount: [Fee Amount]
- Payment Schedule: [Payment Terms, e.g., monthly, upon completion, etc.]
4.2. Invoices shall be submitted to the Client at [Invoice Frequency] intervals and are payable within [Payment Terms, e.g., 30 days] of receipt.
4.3. Late payments may incur interest at [Interest Rate]% per month (or the maximum allowed by law).
5. CLIENT OBLIGATIONS
5.1. The Client shall provide all necessary information, materials, and approvals required for the Service Provider to perform the Services in a timely manner.
5.2. The Client shall designate a primary contact person for all communications related to this Agreement.
6. INTELLECTUAL PROPERTY
6.1. Ownership: Unless otherwise agreed in writing, all Deliverables created by the Service Provider under this Agreement shall become the property of the Client upon full payment.
6.2. Service Provider Materials: Any pre-existing materials or intellectual property of the Service Provider used in the course of providing the Services shall remain the property of the Service Provider.
6.3. The Service Provider grants the Client a non-exclusive, royalty-free, perpetual license to use any Service Provider Materials incorporated into the Deliverables.
7. CONFIDENTIALITY
7.1. Each party agrees to keep confidential all non-public information received from the other party in connection with this Agreement and not to disclose or use such information except as necessary to perform its obligations.
7.2. This clause shall survive the termination of this Agreement for a period of [Survival Period, e.g., 2 years].
8. WARRANTIES AND REPRESENTATIONS
8.1. Each party warrants that it has the power and authority to enter into this Agreement.
8.2. The Service Provider warrants that the Services will be performed in a professional and workmanlike manner in accordance with industry standards.
8.3. Except as expressly provided in this Agreement, all warranties, whether express or implied, are excluded to the extent permitted by law.
9. LIMITATION OF LIABILITY
9.1. Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, each party’s liability under this Agreement shall not exceed the total fees paid or payable by the Client under this Agreement.
9.2. Neither party shall be liable for any indirect, special, or consequential damages arising out of or in connection with this Agreement.
10. INDEPENDENT CONTRACTOR
10.1. The Service Provider is engaged as an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship.
11. NON-SOLICITATION
11.1. During the term of this Agreement and for [Non-Solicitation Period, e.g., 12 months] thereafter, neither party shall directly solicit for employment any employee or contractor of the other party involved in the performance of this Agreement without prior written consent.
12. NOTICES
12.1. Any notices required under this Agreement shall be in writing and delivered to the addresses of the parties set out above, or to such other address as notified in writing.
13. GOVERNING LAW
13.1. This Agreement shall be governed by and construed in accordance with the laws of [Governing Law State/Country].
14. ENTIRE AGREEMENT AND AMENDMENTS
14.1. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
14.2. Any amendments to this Agreement must be in writing and signed by both parties.
15. SEVERABILITY
15.1. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
16. FORCE MAJEURE
16.1. Neither party shall be liable for any failure or delay in performing its obligations due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes, or government regulations.
17. COUNTERPARTS
17.1. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Disclaimer
This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before signing this agreement.
SIGNATURES
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
CLIENT:
Name: __________________________
Title: __________________________
Signature: ______________________
Date: __________________________
SERVICE PROVIDER:
Name: __________________________
Title: __________________________
Signature: ______________________
Date: __________________________
Schedule A: Description of Services and Deliverables
- [Insert detailed description of marketing services to be provided, timelines, milestones, and deliverables.]
