Connecticut marketing service contract template

Connecticut Marketing Services Contract

This Connecticut Marketing Services Contract (the "Agreement") is made and entered into as of [Date] by and between:

[Marketing Service Provider Legal Name], a [Business Entity Type, e.g., LLC] with its principal place of business at [Marketing Service Provider Address], hereinafter referred to as "Provider," and

[Client Legal Name], a [Business Entity Type, e.g., Corporation] with its principal place of business at [Client Address], hereinafter referred to as "Client."

Provider's contact information: Phone: [Marketing Service Provider Phone Number], Email: [Marketing Service Provider Email].

Client's contact information: Phone: [Client Phone Number], Email: [Client Email].

This Agreement sets forth the terms and conditions under which Provider will provide marketing services to Client.

1. Scope of Services

Option A: General Marketing Services.

Provider will provide Client with the following marketing services: [Detailed Description of Services, including specific tasks, responsibilities, and deliverables].

Option B: Specific Marketing Campaign.

Provider will execute a marketing campaign for Client, targeting [Target Audience] with the objective of [Campaign Objectives, e.g., increasing brand awareness, generating leads, driving sales].

Detailed Scope of Work: [Comprehensive breakdown of campaign activities, including digital marketing, social media management, content creation, paid advertising, SEO, email campaigns, event marketing, market research, branding, data analytics, or public relations, with timelines and deliverables].

Key Performance Indicators (KPIs): [List of measurable KPIs that will be used to track campaign performance, such as website traffic, lead generation, conversion rates, social media engagement, return on ad spend].

Option C: Ongoing Marketing Support.

Provider will provide ongoing marketing support to Client on a [Frequency, e.g., monthly, quarterly] basis.

Scope of Support: [Description of the ongoing support services, including but not limited to content updates, social media monitoring, performance reporting, and strategy consultation].

2. Deliverables

Option A: Specific Deliverables.

Provider will deliver the following specific deliverables to Client: [List of deliverables, including format, deadline, and approval criteria for each deliverable].

Option B: Ongoing Reporting.

Provider will provide Client with regular reports on the progress of the marketing services.

Report Frequency: [Frequency of reports, e.g., weekly, monthly].

Report Content: [Description of the information to be included in the reports, such as website traffic, lead generation, social media engagement, and campaign performance].

Client feedback is required within [number] business days of receiving the report.

3. Client Obligations

Option A: Provision of Materials.

Client will provide Provider with the following materials necessary to perform the marketing services: [List of materials, including content, branding assets, advertising budgets, and data].

Timeline for Material Provision: [Specific deadlines for Client to provide materials to Provider].

Option B: Approvals.

Client will provide timely approvals of all marketing materials and campaigns developed by Provider.

Approval Timeline: [Specific deadlines for Client to provide approvals].

Option C: Access to Information.

Client will provide Provider with access to all necessary information and data to perform the marketing services.

4. Compliance with Laws

Provider shall comply with all applicable federal and Connecticut laws and regulations, including but not limited to Conn. Gen. Stat. Title 42 (consumer protection), the CAN-SPAM Act, the TCPA, and Connecticut's advertising laws.

Provider shall ensure that all marketing materials and campaigns comply with all applicable advertising standards and guidelines, including those related to digital ad disclosures, testimonials, and influencer endorsements.

The parties shall comply with Connecticut's automatic renewal laws (Conn. Gen. Stat. § 42-126b).

5. Data Privacy and Security

Provider shall comply with the Connecticut Data Breach Notification Law (Conn. Gen. Stat. § 36a-701b) and all other applicable data privacy laws and regulations.

Provider shall implement and maintain reasonable security measures to protect the confidentiality and security of Client's data and Connecticut consumers' personal information.

Provider shall notify Client immediately of any data breach or security incident that may affect Client's data or Connecticut consumers' personal information.

6. Fees and Payment

Option A: Retainer Fee.

Client will pay Provider a monthly retainer fee of [Amount].

Option B: Project-Based Fee.

Client will pay Provider a project-based fee of [Amount].

Payment Schedule: [Detailed payment schedule, including milestones and payment amounts].

Option C: Hourly Rate.

Client will pay Provider an hourly rate of [Amount].

Ad Spend: Client is responsible for all ad spend costs which shall be paid in advance to the service provider prior to campaign execution.

Connecticut Sales Tax: [State whether sales tax is applicable or not and the rate, if applicable].

Payment Terms: Invoices are due within [Number] days of receipt. Late payments will be subject to a late fee of [Percentage]% per month.

7. Intellectual Property Ownership

Option A: Assignment of Rights.

Upon full payment, all intellectual property rights in the marketing materials and campaigns created by Provider for Client shall be assigned to Client.

Option B: Licensing of Rights.

Provider grants Client a non-exclusive license to use the marketing materials and campaigns created by Provider for Client's business purposes.

License Restrictions: [Specify any restrictions on the use of the licensed materials].

Provider retains the right to use the marketing materials and campaigns for its own portfolio and promotional purposes, unless otherwise agreed upon in writing.

8. Confidentiality

Both parties agree to hold each other's confidential information in confidence and not to disclose such information to any third party without the other party's prior written consent, in accordance with Connecticut trade secrets law (Conn. Gen. Stat. § 35-50 et seq.).

Confidential information includes, but is not limited to, business plans, marketing strategies, customer lists, and financial information.

The confidentiality obligations shall survive the termination of this Agreement.

9. Non-Solicitation/Non-Compete

Option A: Non-Solicitation.

During the term of this Agreement and for a period of [Number] years following the termination of this Agreement, Client shall not solicit or hire any employees or contractors of Provider.

Option B: Non-Compete.

During the term of this Agreement and for a period of [Number] years following the termination of this Agreement, Provider shall not provide marketing services to any direct competitors of Client within [Geographic Area], subject to Connecticut law enforceability standards.

Note: Enforceability of non-compete clauses in Connecticut depends on reasonableness in duration, scope, and geography.

10. Representations and Warranties

Provider represents and warrants that it has the authority to enter into this Agreement and to perform the marketing services.

Provider represents and warrants that it will comply with all applicable advertising laws and ethical guidelines of relevant industry associations (e.g., American Marketing Association).

Client represents and warrants that it has the necessary approvals and authorization to use all creative assets supplied to Provider.

11. Acceptance Procedures

Client shall have [Number] days to review and approve or reject each deliverable.

If Client rejects a deliverable, Client shall provide Provider with specific feedback and reasons for rejection.

Provider shall have [Number] days to revise and resubmit the deliverable.

If Client unreasonably rejects a deliverable, Provider shall be entitled to payment for the deliverable.

12. Change Order Policy

Any changes to the scope of services must be documented in a written change order signed by both parties.

Change orders shall include a description of the changes, the corresponding fee adjustments, and any timeline adjustments.

13. Reporting and Communication

Provider will provide Client with regular reports on the progress of the marketing services.

Provider will communicate with Client on a [Frequency, e.g., weekly, bi-weekly] basis to discuss the marketing services.

All communications will be conducted in English and during Connecticut business hours.

14. Subcontracting

Option A: Permitted Subcontracting.

Provider may subcontract portions of the marketing services to qualified subcontractors. Provider is responsible for subcontractors' compliance with Connecticut law and contract terms.

Option B: No Subcontracting.

Provider shall not subcontract any portion of the marketing services without the Client's prior written consent.

15. Insurance and Liability

Provider shall maintain general liability insurance, cyber liability insurance (where personal data is processed), and professional liability/errors and omissions insurance.

Provider shall provide Client with certificates of insurance upon request.

16. Limits of Liability and Indemnification

Provider's liability for any damages arising out of this Agreement shall be limited to the amount of fees paid by Client to Provider under this Agreement.

Provider shall indemnify and hold harmless Client from any claims arising out of Provider's negligence or willful misconduct, subject to Connecticut law where enforceable.

17. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, and public health emergencies relevant to Connecticut.

18. Term and Termination

This Agreement shall commence on [Start Date] and shall continue for a term of [Duration].

Option A: Automatic Renewal.

This Agreement shall automatically renew for successive [Duration] terms unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term, in compliance with Connecticut automatic renewal laws (Conn. Gen. Stat. § 42-126b).

Option B: Termination for Cause.

Either party may terminate this Agreement for cause if the other party breaches this Agreement and fails to cure such breach within [Number] days of written notice.

Option C: Termination for Convenience.

Client may terminate this Agreement for convenience upon [Number] days written notice to Provider.

Effect of Termination: Upon termination, Provider shall cease providing marketing services to Client, and Client shall pay Provider for all services rendered up to the date of termination. All Client data/assets shall be returned or destroyed upon written request.

19. Dispute Resolution

The parties shall attempt to resolve any disputes arising out of this Agreement through good faith negotiation.

If the parties are unable to resolve the dispute through negotiation, they shall attempt to resolve the dispute through mediation or arbitration in Connecticut.

If litigation is necessary, the exclusive forum shall be the Superior Court for the Judicial District where the Client is located.

20. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut.

21. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Any amendments to this Agreement must be in writing and signed by both parties.

The following schedules/appendices are incorporated into this agreement: [List of incorporated schedules or appendices].

22. Miscellaneous

Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

Assignment: Neither party may assign this Agreement without the other party's prior written consent.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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, or sent by electronic mail to the addresses set forth above, pursuant to Connecticut Uniform Electronic Transactions Act for e-signatures and recordkeeping.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Marketing Service Provider Legal Name]

By: [Marketing Service Provider Authorized Representative Name]

Title: [Marketing Service Provider Authorized Representative Title]

Date: [Date]

[Client Legal Name]

By: [Client Authorized Representative Name]

Title: [Client Authorized Representative Title]

Date: [Date]