Idaho marketing service contract template

Idaho Marketing Services Contract

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

• [Marketing Service Provider Name], a [State] [Entity Type] with its principal place of business at [Address], hereinafter referred to as "Provider,"
• and
• [Client Name], a [State] [Entity Type] with its principal place of business at [Address], hereinafter referred to as "Client."

1. Scope of Services

• Option A: Provider will provide the following marketing services to Client: [Detailed description of services, e.g., digital marketing, social media management, content creation, advertising placement, market research], as detailed in Exhibit A.
• Option B: Provider will provide marketing services to Client as outlined in specific project proposals approved by Client in writing.
• Option C: Provider will perform all services necessary to implement the marketing strategy attached as Exhibit B.

2. Deliverables

• Option A: Provider will deliver the following: [Specific deliverables, e.g., number of social media posts per week, blog posts per month, campaign performance reports], according to the timelines in Exhibit C.
• Option B: Deliverables will be mutually agreed upon in writing for each individual project undertaken.
• Option C: Deliverables will include weekly, bi-weekly, and monthly performance reports with KPIs attached.

3. Client Responsibilities

• Option A: Client will provide Provider with the following: [Brand assets, timely approvals, access to data and systems].
• Option B: Client will respond to Provider's inquiries within [Number] business days.
• Option C: Client shall be responsible for all legal review of marketing materials and campaign messages for compliance with Idaho laws.

4. Work Location

• Option A: Services will be performed remotely.
• Option B: Services will be performed on-site at [Client Address].
• Option C: Services will be performed at [Provider Address].

5. Fees and Payment

• Option A: Client will pay Provider a total fee of [Dollar Amount].
• Option B: Client will pay Provider an hourly rate of [Dollar Amount].
• Option C: Client will pay Provider a retainer fee of [Dollar Amount] per month.
  • Payment is due within [Number] days of invoice date.
  • Late payments will accrue interest at a rate of [Percentage] per month, as allowed by Idaho law.
  • Reimbursement of expenses is at the amount consistent with business practices in Idaho and subject to presentation of supporting invoices.

6. Term and Termination

• Option A: The term of this Agreement will commence on [Start Date] and end on [End Date].
• Option B: This Agreement will automatically renew for successive [Number] month terms unless either party provides written notice of termination [Number] days prior to the end of the then-current term.
• Option C: Either party may terminate this Agreement upon [Number] days written notice for any material breach of this agreement.

7. Intellectual Property

• Option A: Provider will own all intellectual property created during the course of providing services under this Agreement until full payment is received, at which time ownership will transfer to Client.
• Option B: Client will own all intellectual property created during the course of providing services under this Agreement.
• Option C: Ownership of intellectual property will be determined on a project-by-project basis.

8. Confidentiality

• Option A: Both parties agree to hold each other's confidential information in confidence.
• Option B: This obligation of confidentiality will survive termination of this Agreement for a period of [Number] years.
• Option C: Confidential information includes, but is not limited to, customer lists, pricing information, and marketing strategies.

9. Data Privacy Compliance

• Option A: Provider will comply with all applicable data privacy laws, including the Idaho Consumer Protection Act.
• Option B: Client is responsible for obtaining all necessary consents for the use of consumer data.
• Option C: Provider shall establish an opt-out process for email and SMS marketing that complies with federal and Idaho law.

10. Non-Solicitation and Non-Competition

• Option A: During the term of this Agreement and for a period of [Number] years thereafter, neither party will solicit the other party's employees or clients.
• Option B: Provider will not provide services to any direct competitors of Client in the Idaho market during the term of this Agreement.
• Option C: [Insert other reasonable non-competition terms compliant with Idaho law]

11. Legal Compliance and Ethical Standards

• Option A: Provider will comply with all applicable Idaho advertising rules and truth-in-advertising statutes.
• Option B: Provider will maintain all necessary licenses and permits to perform the services under this Agreement.
• Option C: Provider will act in accordance with all professional and ethical standards applicable to marketing professionals in Idaho.

12. Quality Assurance and Reporting

• Option A: Client will have [Number] days to review and approve all deliverables.
• Option B: Provider will provide Client with monthly reports on campaign performance.
• Option C: Provider is responsible for correcting all errors in marketing materials and campaigns.

13. Revisions and Changes

• Option A: Any changes to the scope of services must be documented in a written change order signed by both parties.
• Option B: Client will pay Provider an additional fee for any revisions requested after the initial approval of a deliverable.
• Option C: Change orders will include any fee adjustments.

14. Subcontracting

• Option A: Provider may not subcontract any services under this Agreement without the prior written consent of Client.
• Option B: Provider is responsible for ensuring that all subcontractors comply with the terms of this Agreement.
• Option C: Provider will use Idaho-based subcontractors where possible.

15. Limitation of Liability

• Option A: Provider's liability under this Agreement is limited to the amount of fees paid by Client.
• Option B: Neither party will be liable for any lost profits or consequential damages.
• Option C: Neither party will be liable for any delay or failure to perform its obligations under this Agreement due to force majeure events specific to Idaho (e.g., regional disasters).

16. Indemnification

• Option A: Provider will indemnify and hold Client harmless from any claims arising out of Provider's negligence or breach of this Agreement.
• Option B: Client will indemnify and hold Provider harmless from any claims arising out of Client's breach of this Agreement or use of the marketing materials.
• Option C: Each party shall be responsible for indemnifying the other for claims related to copyright or trademark infringement attributable to that party.

17. Termination

• Option A: Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement.
• Option B: Client may terminate this Agreement at any time upon [Number] days written notice, subject to payment for services performed to date.
• Option C: If Client terminates early, they will pay an early termination fee equal to [Percentage] of the remaining contract value.

18. Dispute Resolution

• Option A: Any disputes arising out of this Agreement will be resolved through mediation in [City, Idaho].
• Option B: If mediation is unsuccessful, the parties agree to submit the dispute to binding arbitration in [City, Idaho].
• Option C: Any lawsuit arising out of this Agreement will be brought in the state or federal courts located in [County, Idaho]. This Agreement shall be governed by the laws of the State of Idaho.

19. Documentation and Records

• Option A: Provider will maintain complete and accurate records of all marketing campaigns.
• Option B: Client will have access to these records upon reasonable request.
• Option C: All campaign data and records will be retained for a period of [Number] years in compliance with Idaho regulations.

20. Insurance

• Option A: Provider will maintain professional liability insurance with a minimum coverage of [Dollar Amount].
• Option B: Provider will provide Client with evidence of insurance upon request.
• Option C: Provider shall maintain cybersecurity insurance with a minimum coverage of [Dollar Amount] if accessing client data.

21. Representations and Warranties

• Option A: Both parties represent and warrant that they have the authority to enter into this Agreement.
• Option B: Provider warrants that its services will be performed in a professional and workmanlike manner.
• Option C: Client warrants they own or have the right to use all the content they provide for the services in Idaho.

22. Notices

• Option A: All notices under this Agreement must be in writing and sent to the addresses listed above.
• Option B: Notices may be sent by email, with confirmation of receipt.
• Option C: Notice is deemed given [Number] days after mailing by certified mail or one business day after sending an email with confirmation of receipt.

23. Entire Agreement

• Option A: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Option B: This Agreement may only be amended in writing signed by both parties.
• Option C: This agreement is not intended to benefit any non-parties.

24. Execution

• Option A: This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
• Option B: This Agreement may be executed electronically.
• Option C: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

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

[Marketing Service Provider Name]

By: [Name]

Title: [Title]

[Client Name]

By: [Name]

Title: [Title]