California marketing service contract template

California Marketing Service Contract

This California Marketing Service Contract is made and entered into as of [Date of Execution], by and between:

[Marketing Service Provider Full Legal Name], a [State of Formation] [Entity Type] with its principal place of business at [Marketing Service Provider Registered Business Address], California Business License Number [California Business License Number], hereinafter referred to as "Provider," and Contact Information: Name: [Provider Contact Person Name], Phone: [Provider Contact Person Phone], Email: [Provider Contact Person Email].

[Client Full Legal Name], a [State of Formation] [Entity Type] with its principal place of business at [Client Registered Business Address], California Business License Number [California Business License Number], hereinafter referred to as "Client," and Contact Information: Name: [Client Contact Person Name], Phone: [Client Contact Person Phone], Email: [Client Contact Person Email].

1. Scope of Services

The Provider agrees to provide the following marketing services to the Client:

Option A: Digital Marketing Services

• SEO (Search Engine Optimization): [SEO Details, e.g., Keyword Research, On-Page Optimization, Link Building]
• PPC (Pay-Per-Click) Advertising: [PPC Details, e.g., Google Ads, Campaign Management, Budget]
• Social Media Management: [Social Media Details, e.g., Platform Management, Content Creation, Engagement]

Option B: Content Creation Services

• Blog Posts: [Blog Post Details, e.g., Frequency, Topics, Length]
• Website Copy: [Website Copy Details, e.g., Pages, Style Guide]
• Video Production: [Video Details, e.g., Scripting, Filming, Editing]

Option C: Branding Services

• Logo Design: [Logo Design Details, e.g., Concepts, Revisions]
• Brand Guidelines: [Brand Guideline Details, e.g., Colors, Typography, Voice]
• Marketing Collateral: [Collateral Details, e.g., Brochures, Business Cards]

The specific campaigns, deliverables, project objectives, qualitative and quantitative performance benchmarks (KPIs), media plans/timelines are described in [Appendix A: Statement of Work]. Frequency or schedule of service reporting: [Reporting Frequency].

2. Client Approvals

All deliverables will be submitted to the Client for approval. The Client shall provide feedback within [Number] business days. Revision cycles will be limited to [Number]. Failure to respond within the specified timeframe will be deemed as approval. The approval process will be conducted via [Email/Online Platform].

3. Client Obligations

The Client shall:

• Provide all necessary creative assets (logos, images, videos) in a timely manner.
• Approve all marketing collateral before publication.
• Provide the necessary campaign budgets for advertising.
• Provide access to relevant accounts and passwords.

The consequence of delay or non-cooperation by the Client may result in project delays, additional costs, or cancellation of the services without refund.

4. Service Locations and Travel Expenses

Services will be performed [Remotely/On-Site at Client Premises/At Third-Party Venues]. If travel is required, Provider will be reimbursed for reasonable and necessary expenses in accordance with California law. Reimbursement requires pre-approval from the Client.

5. Fees and Payment

• Option A: Retainer Fee: [Dollar Amount] per [Month/Quarter].
• Option B: Hourly Rate: [Dollar Amount] per hour.
• Option C: Flat Fee: [Dollar Amount] for the entire project.
• Option D: Commission: [Percentage] of [Sales/Revenue].

Ad spend pass-throughs will be billed at cost. Invoices will be issued [Frequency, e.g., Monthly, Upon Milestone Completion] and are due within [Number] days of receipt. All payments must comply with California commercial law. Applicable state and local sales and use taxes will be added to invoices.

6. Changes in Scope

Any changes to the project scope, additional services, or campaign adjustments that result in increased costs must be approved in writing by both parties. A change order will be issued outlining the revised scope and associated fees.

7. Intellectual Property

• Provider retains ownership of all marketing materials created by Provider (excluding Client-provided assets).
• Upon final payment, Provider grants Client a [Exclusive/Non-Exclusive] license to use the marketing materials.
• Client retains ownership of all Client-provided assets.
• Provider may use the Client's campaign for case studies/portfolio purposes with prior written consent.
• DMCA compliance is the responsibility of both parties regarding content and usage.

8. Confidentiality

Both parties agree to keep confidential all non-public information disclosed by the other party. This includes, but is not limited to, trade secrets, pricing, strategies, and customer data. This obligation shall survive termination of this agreement for a period of [Number] years. This confidentiality clause is aligned with California trade secret law. This clause does not apply to information that is publicly available or required to be disclosed by law. This covers data shared by the client and proprietary strategies or pricing by the provider.

9. Compliance with Laws

Provider shall comply with all applicable state and federal laws, including but not limited to: California Business and Professions Code regarding misleading advertising, CCPA (California Consumer Privacy Act), CAN-SPAM Act, TCPA, and FTC guidelines on influencer marketing. All email campaigns must include an unequivocal opt-out mechanism. All parties agree to comply with California-specific anti-spam or data breach response provisions.

10. Service Quality

Provider shall perform services in a professional manner and to industry standards. Provider shall correct any errors in campaign implementation or deliverables within [Number] business days. Provider warrants the quality of services for a period of [Number] days following completion of the campaign. Post-campaign support (reporting, optimization, analytics review) will be provided for [Number] days.

11. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, fire, flood, earthquake, or other California-specific emergencies. The affected party shall notify the other party promptly and take reasonable steps to mitigate the effects of the force majeure event. The process for suspending, rescheduling, or terminating affected campaigns will be discussed in good faith.

12. Termination

• Option A: Termination for Cause: Either party may terminate this agreement for cause upon [Number] days written notice if the other party breaches a material term of this agreement.
• Option B: Termination Without Cause: Client may terminate this agreement without cause upon [Number] days written notice.
• Option C: Mutual Agreement: This agreement may be terminated by mutual written agreement of both parties.

Upon termination, Client shall pay Provider for all services performed and expenses incurred up to the date of termination. Provider shall return or destroy all confidential information. Wind-down or completion of in-progress campaigns will be handled in a mutually agreeable manner.

13. Liability and Indemnification

Provider shall perform services to industry standards. Client agrees to hold Provider harmless for any liability arising from Client-supplied materials. In no event shall either party be liable for consequential damages. The total liability of Provider shall be limited to the amount paid by Client under this agreement. This clause is subject to California comparative fault and allocation of risk principles.

14. Dispute Resolution

Any dispute arising out of or relating to this agreement shall be resolved through mandatory direct negotiation. If negotiation fails, the parties shall attempt to resolve the dispute through mediation or binding arbitration in [City, County], California. This agreement shall be governed by and construed in accordance with the laws of the State of California.

15. Insurance

Provider shall maintain insurance coverage as required by California market practice, including professional liability insurance, cyber/data breach insurance, and general liability insurance. Certificates of insurance will be provided upon request.

16. Independent Contractor Status

Provider is an independent contractor and not an employee of Client. Both parties acknowledge and agree to adhere to California’s strict worker classification standards (AB5). Provider is responsible for all applicable taxes and withholdings.

17. Notice

All notices under this agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by electronic mail to the addresses set forth above. Notice is deemed received per California law.

18. Boilerplate Provisions

This agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written. If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any provision of this agreement shall be effective unless in writing and signed by the waiving party. This agreement may not be assigned by either party without the prior written consent of the other party. Any amendment to this agreement must be in writing and signed by both parties. Compliance with local ordinances will be ensured if Client or activities are based in specific California cities.

19. Accessibility and Language

Provider shall provide language/accessibility accommodations if required by Client’s business nature or public-facing campaigns, with sensitivity to California’s anti-discrimination and contracting inclusiveness standards.

IN WITNESS WHEREOF, the parties have executed this California Marketing Service Contract as of the date first written above.

[Marketing Service Provider Full Legal Name]

By: [Provider Authorized Signature]

Name: [Provider Printed Name]

Title: [Provider Title]

[Client Full Legal Name]

By: [Client Authorized Signature]

Name: [Client Printed Name]

Title: [Client Title]