Florida marketing service contract template

Florida Marketing Service Agreement

This Florida Marketing Service Agreement (the “Agreement”) is made and entered into as of [Date], by and between:

[Marketing Service Provider Legal Name], a [State of Incorporation] [Entity Type] with a registered business address at [Registered Business Address] and principal place of business at [Principal Place of Business], hereinafter referred to as “Provider,”

• Contact Phone: [Phone Number]
• Contact Email: [Email Address]

and

[Client Legal Name], a [State of Incorporation] [Entity Type] with a registered business address at [Registered Business Address] and principal place of business at [Principal Place of Business], hereinafter referred to as “Client.”

• Contact Phone: [Phone Number]
• Contact Email: [Email Address]

Scope of Services

• Option A: Provider will provide Client with the following marketing services (the “Services”): [Detailed Description of Services], including but not limited to [Marketing Channels, e.g., Digital Marketing, Social Media Management, SEO/SEM, PPC].
• Option B: Services are detailed in Exhibit A, attached hereto and incorporated by reference.
• Option C: Services will be defined on a project-by-project basis via mutually agreed-upon Statements of Work (SOWs). Each SOW will be governed by the terms of this Agreement.

Deliverables & KPIs

• Option A: The deliverables associated with the Services are outlined in Exhibit B, along with measurable objectives, Key Performance Indicators (KPIs), timelines, platforms/mediums to be used, expected formats, approval procedures, and a precise service schedule referenced to Eastern Time (ET).
• Option B: Specific deliverables and KPIs will be defined in each individual SOW.
• Option C: Deliverables shall be [Frequency, e.g., weekly, monthly] reports on [reporting parameters].

Client Obligations

• Option A: Client shall provide Provider with access to all necessary business information, review and approve campaign materials within [Number] Florida business days, and supply any assets (images, product data, branding guidelines) required for the provision of Services.
• Option B: Client is responsible for obtaining all necessary permissions and licenses related to the use of Client's intellectual property in the marketing materials.
• Option C: Client shall designate a primary point of contact for all communications related to this Agreement: [Name and Contact Information].

Third-Party Vendors

• Option A: Provider may utilize third-party vendors, platforms, or subcontractors in the provision of Services. Provider shall be responsible for vendor selection and management. Costs associated with third-party vendors will be billed to Client as outlined in Section 5.
• Option B: All third-party vendors must be pre-approved by Client in writing.
• Option C: Provider will not utilize any third-party vendors without the prior written consent of Client.

Fees and Payment

• Option A: Client shall pay Provider a fee of [Dollar Amount] per [Time Period, e.g., month, project] for the Services. This fee includes [What is included in the fee].
• Option B: Fees are outlined in Exhibit C, attached hereto and incorporated by reference. Exhibit C specifies base service fees, performance-based incentives, recurring charges, additional costs, and payment terms.
  • Payment is due within [Number] days of invoice date, in accordance with Florida prompt payment laws. Late payments will accrue interest at a rate of [Percentage] per month, or the maximum rate permitted by Florida law.
• Option C: Payment will be made via [Payment Method, e.g., electronic transfer, check].

Expenses

• Option A: Client shall reimburse Provider for all reasonable and pre-approved expenses incurred in connection with the Services, including but not limited to travel, lodging, and meals. All expenses must be documented.
• Option B: Reimbursable expenses shall not exceed [Dollar Amount] per [Time Period, e.g., month, project] without prior written approval from Client.
• Option C: No expenses will be reimbursed without Client's prior written consent.

Intellectual Property

• Option A: Provider shall own all right, title, and interest in and to all creative assets, proprietary methods, marketing materials, and campaign data created in connection with the Services, excluding Client's pre-existing trademarks and logos. Provider grants Client a non-exclusive license to use such materials for [Purpose].
• Option B: All intellectual property rights shall remain the exclusive property of the respective party. Provider retains the right to use Client's logo and trademarks for case studies and portfolio purposes, subject to Client's written approval.
• Option C: Upon full payment, all rights, title, and interest in and to all deliverables shall vest in Client.

Confidentiality

• Option A: Both parties agree to hold confidential all non-public information disclosed by the other party in connection with this Agreement, in accordance with Florida’s Uniform Trade Secrets Act. This obligation shall survive termination of this Agreement for a period of [Number] years.
• Option B: Confidential information does not include information that is publicly available, already known to the receiving party, or required to be disclosed by law.
• Option C: Upon termination of this agreement, all confidential materials will be returned or destroyed.

Data Privacy

• Option A: Provider shall comply with all applicable data privacy laws and regulations, including Florida-specific privacy regulations and relevant federal statutes (e.g., CAN-SPAM Act for email, TCPA for telemarketing, and Florida’s electronic communication and deceptive/unfair trade practices laws).
• Option B: Provider shall implement reasonable security measures to protect Client's data from unauthorized access, use, or disclosure.
• Option C: Provider shall not sell or share Client's data with any third parties without Client's prior written consent, except as required by law.

Non-Solicitation

• Option A: During the term of this Agreement and for a period of [Number] months following termination, Client shall not solicit, hire, or attempt to solicit or hire any employee or contractor of Provider. This clause is enforceable in accordance with Florida's statute on non-solicitation.
• Option B: During the term of this Agreement and for a period of [Number] months following termination, Provider shall not solicit, any customer of Client with whom Provider had contact during the term of this agreement. This clause is enforceable in accordance with Florida's statute on non-solicitation.
• Option C: Neither party shall solicit the employees or customers of the other party during the term of this agreement or for [Number] months following termination.

Workflow Procedures

• Option A: Project communications shall be conducted via [Communication Method, e.g., email, phone]. Campaign briefs and approval processes shall follow the procedures outlined in Exhibit D. All changes must be approved in writing.
• Option B: Client review cycles shall be [Number] days. Content or ad approval thresholds shall be [Description].
• Option C: An escalation path for disputes shall be [Description].

Performance Metrics and Reporting

• Option A: Provider shall provide Client with [Frequency, e.g., weekly, monthly] analytics reports.
• Option B: Client shall have the right to audit campaign results upon reasonable notice.
• Option C: Reporting shall include [Description of Reporting Parameters].

Quality Assurance

• Option A: Provider warrants that the Services will be performed in a professional and workmanlike manner. Client shall have [Number] days to review each deliverable and notify Provider of any deficiencies.
• Option B: Provider shall correct any errors or deficiencies within [Number] days of notification.
• Option C: Acceptance procedures for each deliverable or marketing phase are [Description].

Force Majeure

• Option A: 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, or government regulation, including any Florida emergency orders.
• Option B: In the event of a force majeure event, the affected party shall promptly notify the other party and shall use reasonable efforts to mitigate the impact of the event.
• Option C: If a force majeure event continues for more than [Number] days, either party may terminate this Agreement upon written notice.

Termination

• Option A: Either party may terminate this Agreement upon [Number] days written notice to the other party, delivered in accordance with Florida law.
• Option B: Either party may terminate this Agreement for cause upon written notice if the other party breaches this Agreement and fails to cure such breach within [Number] days of receiving written notice of the breach.
• Option C: Upon termination, Provider shall provide Client with all deliverables completed up to the date of termination. Client shall pay Provider for all Services rendered up to the date of termination.

Liability and Indemnification

• Option A: Provider’s liability for any direct or indirect losses, damages, or fines arising out of or in connection with this Agreement shall be limited to the amount of fees paid by Client to Provider under this Agreement.
• Option B: Client shall indemnify and hold harmless Provider from any and all claims, damages, liabilities, costs, and expenses (including attorney’s fees) arising out of or in connection with Client’s business operations or products, including false advertising claims and TCPA/CAN-SPAM violations. Client must notify Provider promptly in writing of any claims.
• Option C: Provider shall not be liable for any indirect, incidental, or consequential damages.

Insurance

• Option A: Provider shall maintain general liability insurance with a limit of [Dollar Amount] per occurrence and professional errors and omissions insurance with a limit of [Dollar Amount] per claim.
• Option B: Client shall maintain general liability insurance with a limit of [Dollar Amount] per occurrence.
• Option C: [Leave blank if no insurance requirements]

Dispute Resolution

• Option A: Any disputes arising out of or in connection with this Agreement shall be resolved through negotiation and mediation. If mediation is unsuccessful, the dispute shall be submitted to binding arbitration in [City, Florida], in accordance with the rules of the American Arbitration Association.
• Option B: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.
• Option C: Venue for any legal action shall be in [County], Florida.

Compliance with Laws

• Option A: Both parties shall comply with all applicable federal, state, and local laws and regulations, including Florida's Deceptive and Unfair Trade Practices Act (FDUTPA) and state telemarketing rules.
• Option B: Provider shall be responsible for ensuring that all marketing materials comply with applicable advertising laws and regulations.
• Option C: Client is responsible for the accuracy of the information provided in the marketing materials.

Assignment

• Option A: Neither party may assign this Agreement without the prior written consent of the other party.
• Option B: Provider may subcontract portions of the Services to qualified subcontractors.
• Option C: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Modification and Waiver

• Option A: This Agreement may be modified only by a written instrument signed by both parties.
• Option B: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Option C: Any waiver shall be limited to the specific instance and shall not constitute a continuing waiver.

Entire Agreement

• Option A: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Option B: There are no other agreements, representations, or warranties, express or implied, between the parties.
• Option C: This Agreement shall be interpreted in accordance with Florida statutory construction principles.

Electronic Signatures

• Option A: 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.
• Option B: Electronic signatures shall be valid and binding in accordance with Florida’s Uniform Electronic Transaction Act.
• Option C: The parties agree to maintain records of all electronic communications related to this Agreement.

Notices

• Option A: 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 reputable overnight courier to the addresses set forth in the introductory paragraph of this Agreement.
• Option B: Notices delivered by email shall be deemed effective upon confirmation of receipt.
• Option C: All notices must be sent to the attention of the designated contact person for each party.

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

[Marketing Service Provider Legal Name]

By: [Name]

Title: [Title]

[Client Legal Name]

By: [Name]

Title: [Title]