Illinois marketing service contract template

Illinois Marketing Services Agreement

This Illinois Marketing Services 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, e.g., Corporation, LLC] with its principal place of business at [Marketing Service Provider Address], hereinafter referred to as "Provider,"
• and
• [Client Legal Name], a [State of Incorporation] [Entity Type, e.g., Corporation, LLC] with its principal place of business at [Client Address], hereinafter referred to as "Client."

Provider’s Email: [Provider Email]
Provider’s Phone: [Provider Phone]

Client’s Email: [Client Email]
Client’s Phone: [Client Phone]

1. Scope of Services

Provider agrees to provide the following marketing services to Client:

• Option A: Digital Marketing
  
  • Description: [Detailed description of digital marketing services, e.g., search engine optimization (SEO), pay-per-click (PPC) advertising, social media marketing, email marketing].
  • Targeted Platforms/Media: [List specific platforms or media, e.g., Google, Facebook, Instagram, LinkedIn, Client's email list].
  • Campaign Objectives: [Define objectives, e.g., increase website traffic, generate leads, improve brand awareness].
  • Performance Metrics: [Specify metrics, e.g., website traffic, conversion rates, cost per acquisition (CPA)].
• Option B: Social Media Management
  
  • Description: [Detailed description of social media management services, e.g., content creation, community management, ad campaign management].
  • Targeted Platforms/Media: [List specific platforms, e.g., Facebook, Instagram, Twitter, LinkedIn].
  • Campaign Objectives: [Define objectives, e.g., increase followers, improve engagement, drive website traffic].
  • Performance Metrics: [Specify metrics, e.g., follower growth, engagement rate, click-through rate (CTR)].
• Option C: Content Creation
  
  • Description: [Detailed description of content creation services, e.g., blog posts, articles, website copy, video scripts].
  • Targeted Platforms/Media: [List specific platforms or media, e.g., Client's website, blog, social media channels].
  • Campaign Objectives: [Define objectives, e.g., improve SEO ranking, attract new customers, educate existing customers].
  • Performance Metrics: [Specify metrics, e.g., website traffic, bounce rate, time on page, social shares].
• Option D: SEO (Search Engine Optimization)
  
  • Description: [Detailed description of SEO services, e.g., keyword research, on-page optimization, link building].
  • Targeted Platforms/Media: [Google, Bing, other search engines].
  • Campaign Objectives: [Improve organic search rankings, increase website traffic from search engines].
  • Performance Metrics: [Keyword rankings, organic traffic, domain authority].
• Option E: Brand Strategy
  
  • Description: [Detailed description of brand strategy services, e.g., brand positioning, messaging development, visual identity].
  • Targeted Platforms/Media: [All client marketing channels].
  • Campaign Objectives: [Strengthen brand awareness, improve brand perception, differentiate brand from competitors].
  • Performance Metrics: [Brand recall, brand sentiment, brand equity].

2. Deliverables

Provider shall deliver the following to Client:

• Option A: Strategy Documents
  
  • Format: [e.g., PDF, Word Document].
  • Quality Standards: [e.g., comprehensive research, actionable recommendations, clear presentation].
  • Deadlines: [Specific dates for initial drafts and final versions].
  • Submission Methods: [e.g., email, shared drive].
  • Approval Milestones: [e.g., Client review within 5 business days of submission].
• Option B: Ad Creatives
  
  • Format: [e.g., JPEG, PNG, MP4, HTML5].
  • Quality Standards: [e.g., high-resolution images, compelling copy, brand consistency].
  • Deadlines: [Specific dates for initial drafts and final versions].
  • Submission Methods: [e.g., email, shared drive].
  • Approval Milestones: [e.g., Client approval within 3 business days of submission].
• Option C: Analytics Reports
  
  • Format: [e.g., PDF, Excel Spreadsheet].
  • Quality Standards: [e.g., accurate data, clear visualizations, insightful analysis].
  • Deadlines: [Reporting frequency, e.g., weekly, monthly].
  • Submission Methods: [e.g., email, online dashboard].
  • Approval Milestones: [N/A].
• Option D: Websites/Landing Pages
  
  • Format: [Live website/landing page hosted on [Hosting Platform]].
  • Quality Standards: [e.g., responsive design, user-friendly navigation, fast loading speed].
  • Deadlines: [Launch date].
  • Submission Methods: [Access credentials provided upon completion].
  • Approval Milestones: [Client sign-off on design and functionality before launch].

3. Project Schedule

• Kickoff Meeting: [Date and Time].
• Regular Update/Reporting Intervals: [e.g., Weekly, Bi-weekly, Monthly].
• Review and Feedback Timelines: Client shall provide feedback within [Number] Illinois business days.
• Client Approval/Revision Processes: Client must approve deliverables within [Number] Illinois business days or provide detailed revisions.

4. Client Responsibilities

• Provision of Branding Assets: Client shall provide all necessary logos, fonts, and brand guidelines by [Date].
• Content Supply: Client shall provide all product information, pricing, and other relevant content by [Date].
• Legal Disclaimers: Client is responsible for providing all necessary legal disclaimers and disclosures.
• Access to Systems: Client shall provide Provider with necessary access to relevant systems (e.g., website CMS, social media accounts) by [Date].

5. Work Location

• Option A: Remote Provider will perform services remotely.
• Option B: Provider's Business Address Services will be performed at Provider's Illinois business address.
• Option C: Client's Business Address Services will be performed on-site at Client's Illinois business address.

Travel within Illinois requires prior client approval. Reimbursement limits will be in accordance with Illinois employment and tax law and are set at [Dollar amount] per mile or actual expenses, whichever is lower.

6. Fees and Payment

• Option A: Total Project Price: The total price for the project is [Dollar Amount].
• Option B: Hourly Rate: Provider's hourly rate is [Dollar Amount] per hour.
• Option C: Retainer: Client will pay a monthly retainer of [Dollar Amount].

Pricing for Add-on Services: [Specify pricing for services outside the initial scope].
Out-of-Pocket Expenses: Reimbursable expenses include [List specific expenses, e.g., travel, software]. All expenses over [Dollar Amount] require prior approval.
Billing Procedures:

• Invoicing Intervals: [e.g., Monthly, Upon Completion of Milestones].
• Method of Payment: [e.g., Check, ACH Transfer, Credit Card].
• Payment Schedule: Payment is due within [Number] days of invoice date.
• Late Fee Policy: Late payments will incur a late fee of [Percentage]% per month.

Applicable Illinois Sales Tax: Illinois sales tax will be added to invoices where applicable. Current rate is [Percentage]%.

7. Third-Party Costs

• Option A: Client-Paid: Client will directly pay all third-party costs (e.g., advertising platforms, print).
• Option B: Provider-Paid with Markups: Provider will pay third-party costs and invoice Client with a markup of [Percentage]%.
• Option C: Direct Reimbursement: Client will reimburse Provider for documented third-party costs.

8. Intellectual Property

• Ownership: Client owns all content and creative assets created specifically for them under this agreement as "works made for hire" under Illinois law.
• Usage Licenses: Provider grants Client a perpetual, non-exclusive license to use the deliverables for [Specify permitted uses].
• Portfolio Use: Provider may use the deliverables in its portfolio for promotional purposes.
• Pre-Existing Materials: Provider retains ownership of its pre-existing materials and intellectual property.
• IP Assignment: Upon final payment, all rights, title, and interest in the deliverables, to the extent not already owned by Client as works made for hire, shall be assigned to Client.

9. Confidentiality and Non-Disclosure

Both parties agree to hold each other's confidential information in strict confidence, as defined under the Illinois Trade Secrets Act. This includes, but is not limited to, business plans, customer lists, and financial information. This obligation extends for [Number] years beyond the termination of this Agreement.

10. Privacy and Data Protection

Provider shall comply with all applicable Illinois privacy laws, including the Illinois Personal Information Protection Act and the Biometric Information Privacy Act (if applicable). Provider will implement reasonable security measures to protect consumer data and will notify Client of any data breaches in accordance with Illinois law.

11. Consumer Promotions

If marketing activities involve consumer promotions, Provider will ensure compliance with Illinois consumer protection laws, including the Illinois Consumer Fraud and Deceptive Business Practices Act. This includes proper disclosures, opt-in/opt-out mechanisms, and adherence to advertising standards.

12. Performance Guarantees

• Minimum Deliverable Standards: All deliverables will meet industry standards for quality and accuracy.
• Campaign Launch Dates: All campaigns will launch on or before the agreed-upon dates.
• Reporting Requirements: Provider will provide regular reports as outlined in Section 3.
• Measurable Objectives: Provider will strive to achieve the objectives outlined in Section 1. However, specific financial results are not guaranteed.

Acceptance and Rejection: Client has [Number] days to review deliverables and provide feedback. Failure to provide feedback within this timeframe constitutes acceptance.

13. Quality Assurance

Provider will provide quality assurance for all deliverables. Free support and error correction will be provided for [Number] days after delivery. Revisions requested after this period will be chargeable.

14. Subcontractors

Provider may use subcontractors with Client's prior written consent. Provider is responsible for ensuring that all subcontractors comply with the terms of this Agreement and all applicable Illinois laws.

15. Insurance

Provider shall maintain general liability insurance and professional liability insurance with limits of not less than [Dollar Amount] per occurrence. Provider will provide Client with proof of insurance upon request.

16. Compliance with Employment Laws

For any on-site work, Provider will comply with all applicable Illinois employment laws, including those related to temporary staff, contractor eligibility, background checks, and workplace safety.

17. Term and Termination

• Term: This Agreement shall commence on [Start Date] and continue until [End Date].
• Option A: Automatic Renewal: This Agreement will automatically renew for successive [Number]-year terms unless either party provides written notice of non-renewal at least [Number] days prior to the end of the current term.
• Option B: No Automatic Renewal: This Agreement will terminate on the End Date unless mutually extended in writing.

Termination for Cause: Either party may terminate this Agreement for cause upon written notice if the other party breaches a material term of this Agreement.
Termination Without Cause: Either party may terminate this Agreement without cause upon [Number] days written notice.
Outstanding Fees: Upon termination, Client shall pay Provider for all services rendered up to the date of termination.
Pro-rata Refund/Settlement: In the event of termination without cause by the Client, a pro-rata refund will be calculated as [Specify Calculation Method].

18. Breach, Remedies, and Liability

• Breach: A breach of this Agreement includes, but is not limited to, late deliverables, substandard work, noncompliance with law, information leaks, or non-payment.
• Remedies: In the event of a breach, the non-breaching party may seek all available remedies under Illinois law, including damages and injunctive relief.
• Liability Limits: Provider's liability shall be limited to the amount paid by Client under this Agreement, except for cases of gross negligence or willful misconduct. Liquidated damages are not permissible.

19. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to force majeure events, including natural disasters, legal prohibitions, labor disputes, or public health emergencies, as defined under Illinois law. The affected party shall notify the other party within [Number] days of the occurrence of such event and shall resume performance as soon as reasonably practicable.

20. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law principles. The exclusive venue for any disputes arising out of or relating to this Agreement shall be in the courts of Cook County, Illinois.

21. Dispute Resolution

Prior to initiating litigation, the parties agree to attempt to resolve any disputes through direct negotiation. If negotiation fails, the parties agree to participate in mediation or arbitration in accordance with the Illinois Uniform Arbitration Act.

22. Assignment

Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party.

23. Representations and Warranties

Both parties represent and warrant that they have the authority to enter into this Agreement, will comply with all applicable Illinois and federal laws, and will not infringe any third-party intellectual property rights or violate advertising standards.

24. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and understandings, whether written or oral. This Agreement may be amended only by a written instrument signed by both parties in compliance with Illinois law.

25. Signatures

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

[Marketing Service Provider Legal Name]

By: [Signature]

[Printed Name]

[Title]

[Client Legal Name]

By: [Signature]

[Printed Name]

[Title]

Electronic signatures are accepted in accordance with the Illinois Uniform Electronic Transactions Act.