Delaware marketing service contract template

Delaware Marketing Service Contract

Date: [Date]

Parties:

Marketing Service Provider: [Provider Company Name], a [Delaware entity type, e.g., Delaware LLC] with a registered address at [Provider Delaware Address], hereinafter referred to as "Provider."

• Contact Person: [Provider Contact Person Name]
• Title: [Provider Contact Person Title]
• Email: [Provider Contact Person Email]
• Phone: [Provider Contact Person Phone]

Client: [Client Company Name], a [Delaware entity type, e.g., Delaware Corporation] with a registered address at [Client Delaware Address], hereinafter referred to as "Client."

• Contact Person: [Client Contact Person Name]
• Title: [Client Contact Person Title]
• Email: [Client Contact Person Email]
• Phone: [Client Contact Person Phone]

1. Scope of Services

• Option A: Digital Marketing
  • SEO (Search Engine Optimization)
  • PPC (Pay-Per-Click) Advertising
  • Social Media Management
  • Email Marketing
  • Influencer Outreach
• Option B: Traditional Advertising
  • Print Advertising
  • Radio Advertising
  • Television Advertising
  • Billboard Advertising
• Option C: Branding
  • Logo Design
  • Brand Messaging
  • Brand Guidelines
• Option D: Market Research
  • Surveys
  • Focus Groups
  • Competitive Analysis
• Option E: Content Creation
  • Blog Posts
  • Articles
  • Website Copy
• Option F: Campaign Management
  • Campaign Planning
  • Campaign Execution
  • Campaign Optimization
• Option G: Analytics Reporting
  • Website Analytics
  • Social Media Analytics
  • Campaign Performance Reports
• Option H: Strategy Consulting

2. Statement of Work (SOW)

• Deliverables: [List of specific deliverables, e.g., monthly reports, ad creatives, website content]
• Timeline: [Project start date and key milestones with deadlines]
• Performance Metrics: [Key Performance Indicators (KPIs), e.g., website traffic, conversion rates, ROI]
• Minimum Service Standards: [Service levels, e.g., response time to inquiries, uptime guarantee]
• Platforms/Channels: [List of platforms to be used, e.g., Google Ads, Facebook, Instagram]
• KPIs tied to Delaware market realities: [Specific Delaware market data related to industry and target demographics]

3. Client Materials and Approvals

• Required Materials: [List of materials to be provided by the Client, e.g., branding guidelines, product information]
• Approval Deadlines: [Deadlines for content review and approval by the Client]
• Trademark/Copyright Clearances: Client is responsible for ensuring all materials comply with trademark and copyright laws.
  • Option A: Client warrants it has obtained all necessary clearances.
  • Option B: Provider will assist in obtaining clearances at Client's expense.

4. Work Location

• Option A: Remote
• Option B: Onsite
  • Address: [Client's Delaware Address]
• Option C: Hybrid

5. Payment Structure

• Total Fees: [Total amount to be paid by the Client]
• Billing Milestones: [Payment schedule based on completion of milestones]
• Retainer/Hourly Rates: [Retainer fee and hourly rate for services]
• Commission-Based Compensation: [Percentage of sales or revenue generated by the marketing services]
• Delaware-Specific Tax Handling: Client acknowledges responsibility for any applicable Delaware Gross Receipts Tax or other state-level taxes.
• Invoicing Format: [Preferred invoice format, e.g., PDF with detailed breakdown of services]
• Payment Deadlines: [Number of days after invoice date for payment]

6. Intellectual Property Rights and Licensing

• Ownership:
  • Option A: Provider retains ownership of all marketing collateral and ad creatives.
  • Option B: Client owns all marketing collateral and ad creatives upon full payment.
• Permitted Use: [Scope of permitted use for the marketing collateral and ad creatives, e.g., limited to the duration of the contract]
• Data Analytics & Marketing Reports: Provider retains ownership of algorithms, data analytics, and marketing reports. Upon request, provider will provide copies of any such data and reports within 30 days.

7. Representations and Warranties

• Legality and Originality: Provider warrants that the work product is original and does not infringe on any third-party rights.
• Compliance: Provider warrants that its services comply with all applicable laws, including FTC advertising standards, the Delaware Deceptive Trade Practices Act, CAN-SPAM Act, TCPA, and COPPA.
  • Option A: Client is responsible for providing any specific Delaware consumer protection requirements.
  • Option B: Provider will research and comply with all Delaware consumer protection requirements.

8. Confidentiality and Non-Disclosure

• Provider agrees to keep confidential all Client's marketing strategies, consumer data, trade secrets, and proprietary analytics.
• This obligation continues even after termination of the contract in accordance with the Delaware Uniform Trade Secrets Act.
• Client agrees to keep the Provider's methodologies confidential.

9. Data Usage and Privacy

• Provider agrees to handle Client and consumer data in accordance with all applicable data privacy laws and regulations.
• Provider will provide appropriate Delaware privacy notices and comply with federal and state data security laws.
• Provider will notify Client immediately of any data breach in accordance with Delaware law.

10. Subcontracting

• Provider shall not subcontract any services without the prior written consent of the Client.
• All subcontractors must comply with all terms and conditions of this contract and meet Delaware business registration requirements, if applicable.
  • Option A: All subcontractors must be based in Delaware.
  • Option B: Subcontractors may be based outside of Delaware, subject to Client approval.

11. Acceptance Criteria

• Deliverables will be deemed accepted upon written approval by the Client within [Number] days of delivery.
• If the Client does not provide written approval within [Number] days, the deliverables will be deemed accepted.
• Client feedback must be specific and actionable.

12. Quality Assurance

• Campaign performance will be measured based on the KPIs outlined in the SOW.
• Provider will provide reports on a [Frequency, e.g., weekly, monthly] basis in the format of [Report Format, e.g., PDF, spreadsheet].
• Compliance audits for ad spend will be conducted [Frequency, e.g., quarterly].

13. Change Orders

• Any changes to the scope, budget, or timeline of the services must be documented in a written change order signed by both parties.
• Change orders may affect linked milestones or pricing.
  • Option A: Any changes that increase cost will be billed additionally.
  • Option B: A contingency budget of [Percentage]% has been established for unforeseen circumstances.

14. Indemnification, Liability, and Insurance

• Provider agrees to indemnify and hold harmless the Client from any claims related to IP infringement, regulatory non-compliance, false advertising, or consumer complaints arising from Provider's services.
• Provider will maintain insurance coverage typical for Delaware marketing agencies, including professional liability insurance.
  • Policy limits: [Dollar amount].

15. Termination

• For Cause: Either party may terminate this contract for cause upon written notice of breach and failure to cure within [Number] days.
• For Convenience: Either party may terminate this contract for convenience upon [Number] days written notice.
• Upon termination, Client shall pay for all services rendered up to the date of termination.

16. Post-Termination Obligations

• Provider will return or destroy all Client materials upon termination.
• Provider will cooperate with Client to transition all marketing data and accounts.
• Both parties agree to maintain confidentiality and non-disparagement post-termination in accordance with Delaware law.

17. Dispute Resolution

• Option A: Direct Negotiation
• Option B: Mandatory Mediation
• Option C: Binding Arbitration
• Option D: Delaware state court jurisdiction
• Choice of Law: This contract shall be governed by and construed in accordance with the laws of the State of Delaware.

18. Conflict of Interest, Exclusivity, and Non-Solicitation

• Conflict of Interest: Provider shall disclose any potential conflicts of interest to the Client.
• Exclusivity:
  • Option A: Provider shall provide exclusive marketing services to the Client within [Specific industry/market].
  • Option B: This contract is non-exclusive.
• Non-Solicitation: Provider agrees not to solicit Client's employees or prospects for [Number] months after termination.

19. Force Majeure

• Neither party shall be liable for any delay or failure to perform its obligations under this contract due to events beyond its reasonable control, including regulatory changes, supply chain interruptions, or digital platform bans.
• In such event, the affected party shall promptly notify the other party and use commercially reasonable efforts to mitigate the impact of the force majeure event.

20. Electronic Signatures

• This contract 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. The parties agree that electronic signatures shall have the same force and effect as original signatures.
• Complies with Delaware e-signature standards for electronic contract execution and records retention.

21. Exhibits

• Exhibit A: [List of Exhibits, e.g., Statement of Work]

22. Legal Authority

• Each party represents that it has the legal authority to enter into this contract and is in good standing under Delaware business law.
• Provider will maintain any applicable Delaware business licenses or local marketing activity permits.

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

[Provider Company Name]

By: [Provider Contact Person Name]

Title: [Provider Contact Person Title]

[Client Company Name]

By: [Client Contact Person Name]

Title: [Client Contact Person Title]