Iowa marketing service contract template

Iowa Marketing Service Contract

This Iowa Marketing Service Contract (the "Agreement") is made and entered into as of [Date] (the "Effective Date") by and between:

[Provider Legal Business Name], a [State] [Entity Type] with its principal place of business at [Provider Address], and if applicable Iowa Secretary of State Registration Number [Registration Number] (the "Provider"),

and

[Client Legal Business Name], a [State] [Entity Type] with its principal place of business at [Client Address], and if applicable Iowa Secretary of State Registration Number [Registration Number] (the "Client").

1. Scope of Services

Option A: The Provider agrees to provide the following marketing services to the Client: [Detailed description of marketing services, e.g., strategic marketing planning, digital campaign management (Google Ads, Facebook Ads, etc.), SEO/SEM, content creation, social media management, email marketing, influencer marketing, market research, event planning, public relations, graphic design, branding, analytics, and reporting].

Option B: The Provider agrees to provide marketing services as described in [Exhibit A], which is attached hereto and incorporated herein by reference.

2. Deliverables and Performance Metrics

Deliverables: The Provider will provide the Client with the following deliverables: [Content calendars, ad creatives, campaign reports, marketing collateral].

• Option A: Deliverables will be provided according to the schedule outlined in [Exhibit B].
• Option B: Deliverables will be provided according to the following deadlines: [Specific deadlines for each deliverable].

Performance Metrics: The success of the marketing services will be measured by the following metrics: [CTRs, conversion rates, reach, website traffic, etc.].

• Option A: Specific targets for each metric are outlined in [Exhibit C].
• Option B: The Provider will provide monthly reports detailing performance against these metrics.

3. Client Obligations

The Client shall provide the Provider with timely access to: [Brand guidelines, previous marketing materials, data analytics accounts].

• Option A: Access must be provided within [Number] days of the Effective Date.
• Option B: The Client designates [Name] as the primary point of contact for all information requests.

The Client is responsible for ensuring that all content and advertising materials comply with all applicable laws, including federal law, Iowa Code §714 regarding deceptive advertising, and the Iowa Consumer Fraud Act.

4. Location of Service Performance

Option A: Services will be performed remotely.

Option B: Services will be performed onsite at the Client's principal place of business.

Option C: Services will be performed in a hybrid model, with [Percentage] of services performed remotely and [Percentage] of services performed onsite. For any Iowa-specific in-person events, Provider will comply with all relevant Iowa regulations and Client's safety protocols.

5. Fees and Payment

Option A: Retainer: The Client shall pay the Provider a monthly retainer fee of [Dollar Amount].

• Payment is due on the [Day] of each month.

Option B: Project-Based: The Client shall pay the Provider a fee of [Dollar Amount] for each project, as defined in [Exhibit D].

• Payment terms: [Percentage] upfront, [Percentage] upon completion of the project.

Option C: Performance-Based: The Client shall pay the Provider a fee based on the performance of the marketing services, as defined in [Exhibit E].

• The Client will pay the Provider Iowa sales tax, if applicable.
• Late payment penalties: Late payments will be subject to a late fee of [Percentage] per month, up to the maximum rate permitted under Iowa Code.
• The Client can make payments via [Method of Payments].
• Invoicing procedures: [Describe invoicing procedures].
• Reimbursable expenses: [Describe policy of reimbursable expenses].

6. Intellectual Property

Option A: All marketing deliverables, creative materials, ad accounts, and campaign data shall become the property of the Client upon full payment.

Option B: The Provider retains a perpetual, non-exclusive license to use the marketing deliverables for portfolio and training purposes, ensuring no assignment violates Iowa’s right of publicity or trademark laws.

7. Confidentiality

Both parties agree to protect the other party's confidential information, including proprietary information, client data, campaign strategies, and customer lists, referencing Iowa trade secret protections. This obligation shall continue for [Number] years beyond the termination of this Agreement.

8. Compliance

The Provider shall comply with all applicable federal and Iowa laws and regulations, including Iowa truth-in-advertising statutes, the CAN-SPAM Act, and the Iowa Consumer Data Protection Act (ICDPA, effective Jan 1, 2025).

9. Quality Assurance

The Provider warrants the high quality of its marketing services. Campaign performance benchmarks are detailed in [Exhibit F]. The Client has [Number] days to approve or reject deliverables with specific feedback.

10. Warranty of Originality

The Provider warrants that all creative content is original and does not infringe upon the rights of any third party.

11. Change Management

Any changes to the scope of services must be agreed upon in writing by both parties. Changes may result in adjustments to the fees and deadlines.

12. Term and Termination

Option A: This Agreement shall commence on the Effective Date and continue for a term of [Number] months.

Option B: This Agreement shall automatically renew for successive [Number]-month terms unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.

This Agreement may be terminated for cause by either party upon written notice if the other party breaches any material provision of this Agreement. Termination for convenience requires [Number] days written notice.

• Process for final delivery, payment calculation, data and credential handover: [Describe process].

13. Remedies and Liabilities

The Provider's liability for any damages arising out of this Agreement shall not exceed the amount of fees paid by the Client to the Provider under this Agreement, except for willful misconduct or gross negligence.

The Client agrees to indemnify and hold harmless the Provider from any claims arising out of the Client's breach of this Agreement or violation of any applicable laws.

Liquidated damages provisions for late delivery or non-compliance with Iowa ad disclosure laws: [Describe provisions].

14. Insurance

The Provider shall maintain general liability, professional liability (errors and omissions), and cyber/data breach insurance policies with coverage minimums of [Dollar Amount]. The Provider must provide proof of valid Iowa-licensed policies.

15. Non-Solicitation and Non-Disparagement

Both parties agree not to solicit each other's employees or disparage each other's reputations for a period of [Number] years following the termination of this Agreement.

16. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved through good faith negotiation, required mediation by an Iowa Mediation Service, and if necessary, arbitration in Des Moines under Iowa law. Exclusive jurisdiction for any legal action shall be in the state courts of Iowa.

17. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa.

18. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

19. Electronic Signatures

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. Electronic signatures shall be accepted in compliance with the Iowa Uniform Electronic Transactions Act.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

[Provider Legal Business Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Client Legal Business Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

Exhibits:

• Exhibit A: Detailed Description of Marketing Services
• Exhibit B: Deliverables Schedule
• Exhibit C: Performance Metric Targets
• Exhibit D: Project Definitions
• Exhibit E: Performance-Based Fee Structure
• Exhibit F: Campaign Performance Benchmarks
• [Optional: Iowa marketing compliance checklists]
• [Optional: Campaign strategies]
• [Optional: Client branding guidelines]
• [Optional: Schedules detailing service phases, reporting formats, and contact points for operational and legal notices]