Indiana marketing service contract template

Indiana Marketing Service Agreement

This Indiana Marketing Service Agreement (the "Agreement") is made and entered into as of this [Date], by and between:

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

Contact Information:

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

1. Scope of Marketing Services

• Option A: General Marketing Services
  • Provider will provide the following marketing services to Client: [Detailed description of general marketing services, e.g., developing marketing strategies, creating marketing materials, executing marketing campaigns].
• Option B: Specific Marketing Services
  • Provider will provide the following specific marketing services to Client:
    • Digital Marketing: [Description, e.g., SEO, PPC, social media marketing].
      • Deliverables: [Specify deliverables, e.g., monthly reports, keyword rankings].
      • Objectives: [Specify measurable objectives, e.g., increase website traffic by X%].
      • Timeline: [Specify timelines, e.g., launch campaign by X date].
    • Social Media Management: [Description, e.g., content creation, community engagement].
      • Deliverables: [Specify deliverables, e.g., social media posts, engagement reports].
      • Objectives: [Specify measurable objectives, e.g., increase followers by X%].
      • Timeline: [Specify timelines, e.g., post frequency, campaign duration].
    • Search Engine Marketing (SEM): [Description, e.g., keyword research, ad creation].
      • Deliverables: [Specify deliverables, e.g., ad copy, keyword list].
      • Objectives: [Specify measurable objectives, e.g., improve click-through rate by X%].
      • Timeline: [Specify timelines, e.g., campaign launch date].
    • Email Campaigns: [Description, e.g., email design, list management].
      • Deliverables: [Specify deliverables, e.g., email templates, campaign reports].
      • Objectives: [Specify measurable objectives, e.g., increase open rate by X%].
      • Timeline: [Specify timelines, e.g., send frequency].
    • Content Creation: [Description, e.g., blog posts, website content].
      • Deliverables: [Specify deliverables, e.g., number of articles, word count].
      • Objectives: [Specify measurable objectives, e.g., increase website engagement].
      • Timeline: [Specify timelines, e.g., publication schedule].
    • Traditional Advertising: [Description, e.g., print ads, radio spots].
      • Deliverables: [Specify deliverables, e.g., ad design, script].
      • Objectives: [Specify measurable objectives, e.g., increase brand awareness].
      • Timeline: [Specify timelines, e.g., campaign start and end dates].
    • Event Promotion: [Description, e.g., event planning, marketing].
      • Deliverables: [Specify deliverables, e.g., marketing materials, event logistics].
      • Objectives: [Specify measurable objectives, e.g., increase event attendance].
      • Timeline: [Specify timelines, e.g., promotion schedule, event date].
    • Influencer Outreach: [Description, e.g., identify influencers, manage collaborations].
      • Deliverables: [Specify deliverables, e.g., influencer posts, campaign reports].
      • Objectives: [Specify measurable objectives, e.g., increase brand awareness].
      • Timeline: [Specify timelines, e.g., campaign duration].
    • Market Research: [Description, e.g., surveys, focus groups].
      • Deliverables: [Specify deliverables, e.g., research reports, data analysis].
      • Objectives: [Specify measurable objectives, e.g., gather customer insights].
      • Timeline: [Specify timelines, e.g., research period, report delivery].
    • Branding Consultations: [Description, e.g., brand strategy, identity development].
      • Deliverables: [Specify deliverables, e.g., brand guidelines, logo design].
      • Objectives: [Specify measurable objectives, e.g., strengthen brand image].
      • Timeline: [Specify timelines, e.g., project completion date].

2. Compliance with Indiana Advertising Laws and FTC Guidelines

• Option A: General Compliance
  • Provider shall comply with all applicable Indiana advertising laws, including the Indiana Deceptive Consumer Sales Act, and all applicable federal laws and regulations. Provider will avoid false or misleading advertising as defined by the Indiana Attorney General.
• Option B: Detailed Compliance
  • Provider shall adhere to relevant FTC guidelines, including Endorsement Guides and guidelines for influencer marketing. Provider shall substantiate all claims made in promotional materials. Provider will comply with Indiana's rules on sweepstakes, endorsements, and lottery promotions.
  • Provider will ensure compliance with the Indiana Telephone Solicitation of Consumers Act and state-specific anti-SPAM requirements for campaigns targeting Indiana residents.

3. Intellectual Property Ownership

• Option A: Work for Hire
  • All marketing content, creatives, campaign data, and digital assets created by Provider for Client under this Agreement shall be considered "work-for-hire" and owned exclusively by Client.
• Option B: Licensed Use
  • Client shall own all marketing content, creatives, campaign data, and digital assets created specifically for the Client under this agreement. Provider retains the right to display the Client's campaign as a portfolio sample, unless otherwise agreed upon in writing. Any pre-existing material used by Provider will be licensed to Client for the duration of the campaign. All rights shall be interpreted under Indiana law.

4. Client Responsibilities

• Option A: General Cooperation
  • Client shall provide Provider with all necessary content, data, and approvals required to perform the services under this Agreement.
• Option B: Specific Deliverables and Deadlines
  • Client shall provide the following content: [Specify content, e.g., images, brand guidelines].
  • Deadline for provision: [Specify deadlines].
  • Consequences for delay: [Specify consequences, e.g., delayed project timeline].
  • Client shall provide access to the following accounts: [Specify accounts, e.g., social media accounts, analytics platforms].

5. Service Location

• Option A: Remote Services
  • All services will be performed remotely.
• Option B: On-Site Services
  • Services will be performed on-site at [Client Address].
  • Travel and expenses reimbursement will be at [Mileage Rate/Per Diem], according to Indiana practice.
• Option C: Hybrid Services
  • Services will be performed [Specify how services are divided between remote and on-site].

6. Project Schedule

• Option A: Basic Schedule
  • Milestones: [List milestones with deadlines].
• Option B: Detailed Schedule
  • Milestones: [List milestones with deadlines].
  • Performance review checkpoints: [Specify dates].
  • Client feedback and revision processes: [Describe process].
  • Escalation process for unapproved deliverables: [Describe process].
  • Procedures for scope changes or campaign strategy adjustments: [Describe process, including documentation and approval workflows].

7. Service Fees

• Option A: Fixed Fee
  • Total project price: [Dollar Amount].
  • Payment schedule: [Specify payment schedule, e.g., 50% upfront, 50% upon completion].
• Option B: Retainer Fee
  • Retainer Fee: [Dollar Amount] per [Time Period, e.g., month].
  • Scope of Services Covered by Retainer: [Detailed description of services covered].
  • Additional Services: [Rate for services outside of retainer agreement].
• Option C: Hourly Rate
  • Hourly Rate: [Dollar Amount] per hour.
  • Estimated Hours: [Estimate number of hours].
• Option D: Commission-Based
  • Commission Percentage: [Percentage].
  • Base for Commission: [Specify base, e.g., revenue generated from campaign].
• General Payment Terms
  • Late payment interest: [Percentage] per month, or the maximum rate allowed by Indiana law, whichever is lower.
  • Invoicing procedures: [Describe invoicing procedures].
  • Responsibility for Indiana state and local taxes: [Specify who is responsible, noting sales tax treatment of digital marketing services where applicable].
  • Itemized Costs: [List of itemized costs, e.g., Ad Spend, Software Fees]

8. Confidentiality, Non-Disclosure, and Data Security

• Option A: Basic Confidentiality
  • Both parties agree to keep confidential any non-public information disclosed by the other party.
• Option B: Detailed Confidentiality
  • Both parties agree to keep confidential all trade secrets, campaign strategy, target lists, customer data, and other non-public information disclosed by the other party.
  • Provider shall comply with the Indiana Data Breach Notification Law.
  • Provider shall comply with all privacy requirements for collecting, processing, and storing personal or customer data.

9. Approval and Acceptance Process

• Option A: General Approval
  • Client shall review and approve completed deliverables within [Number] days.
• Option B: Detailed Approval Process
  • What constitutes acceptance: [Define acceptance criteria].
  • Time frame for client review and feedback: [Number] days.
  • Automatic acceptance triggers: If no response within [Number] days, deliverable is deemed accepted.

10. Performance Warranties and Quality Standards

• Option A: Basic Warranty
  • Provider warrants that services will be performed in a professional manner.
• Option B: Detailed Warranty
  • Provider warrants that services will be performed in accordance with professional standards and all applicable Indiana and federal marketing laws.
  • Provider warrants the accuracy and non-infringement of third-party rights in produced materials.
  • Procedure for correcting errors or defective work: Provider will correct errors within [Number] days.

11. Limitation of Liability

• Option A: Basic Limitation
  • Provider's liability shall be limited to the amount paid by Client under this Agreement.
• Option B: Detailed Limitation
  • Provider's liability shall be limited to [Dollar Amount].
  • Exclusions: Provider shall not be liable for gross negligence, willful misconduct, or statutory violations. This limitation takes into account Indiana’s approach to enforceability.

12. Indemnification

• Option A: Mutual Indemnification
  • Both parties agree to indemnify and hold each other harmless from any third-party claims arising from their respective actions under this Agreement.
• Option B: Provider Indemnification
  • Provider agrees to indemnify and hold Client harmless from any third-party claims arising from infringing content or regulatory violations. This is consistent with Indiana case law.
  • Procedures for defense and settlement: [Describe procedures].

13. Force Majeure

• Option A: Standard Clause
  • Neither party shall be liable for any delay or failure to perform due to events beyond their reasonable control.
• Option B: Indiana-Specific Clause
  • Neither party shall be liable for any delay or failure to perform due to events beyond their reasonable control, including but not limited to tornadoes, floods, or other natural disasters common in Indiana.
  • Notification procedures: [Describe procedures].

14. Termination

• Option A: Termination for Convenience
  • Either party may terminate this Agreement with [Number] days written notice.
• Option B: Termination for Cause
  • This Agreement may be terminated for breach, mutual consent, non-performance, insolvency, or substantial regulatory change.
  • Indiana-specific advance notice periods: [Number] days.
  • Cure rights: [Specify cure rights].
  • Final accounting of fees: [Describe procedures].

15. Post-Termination Obligations

• Option A: Return of Materials
  • Upon termination, Provider shall return all Client materials.
• Option B: Detailed Obligations
  • Return or destruction of client and agency materials: [Describe process].
  • Handling of campaign data and analytics: [Describe process].
  • Transition assistance for new providers: [Describe process with timelines].

16. Compliance Representation and Warranty

Provider warrants that all marketing activities shall be performed in accordance with applicable Indiana and federal laws, ordinances, and self-regulatory guidelines.

17. Governing Law and Dispute Resolution

• Option A: Indiana Law
  • This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana.
• Option B: Detailed Clause
  • This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana.
  • Venue: [Specify Indiana county].
  • Escalation path: Negotiation, mediation, and then state or federal courts in Indiana.
  • Waiver of jury trial: [Optional: Include if desired].

18. Compliance with Indiana Consumer Protection Statutes

Provider will comply with the Indiana Telephone Solicitation of Consumers Act and state-specific anti-SPAM requirements for campaigns targeting Indiana residents.

19. Warranty of Authority and No-Conflict

Each party warrants that they have the authority to enter into this Agreement and that it does not conflict with any other agreement.

20. Subcontractors and Third-Party Platforms

Provider is responsible for ensuring Indiana law compliance for any subcontractors or third-party platforms used, and for payment obligations.

21. Indemnity and Prohibition of Unlawful Content

Provider shall not use any unlawful, disparaging, or defamatory content under Indiana civil law standards, including the Indiana False Claims and Deception statutes.

22. Records Retention and Audit Rights

Provider shall retain records for [Number] years according to Indiana law. Client has the right to audit upon reasonable notice.

23. Insurance Requirements

Provider shall maintain general liability, professional liability, and cyber liability insurance that meet Indiana minimum thresholds for professional marketing services. Provider will provide certificates of insurance upon request.

24. Severability, Entire Agreement, Amendment, and Assignment

If any provision of this Agreement is held invalid, the remaining provisions shall remain in effect. This Agreement constitutes the entire agreement between the parties and may only be amended in writing signed by both parties.

25. Electronic Signature Acceptance

This Agreement may be executed electronically, referencing Indiana’s Uniform Electronic Transactions Act.

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]