Kentucky marketing service contract template

Kentucky Marketing Services Contract

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

• [Marketing Service Provider Name], a [Entity Type, e.g., Kentucky LLC] with its principal place of business at [Address], and Kentucky business registration number [Registration Number], hereinafter referred to as "Provider," and
• [Client Name], a [Entity Type, e.g., Kentucky Corporation] with its principal place of business at [Address], and Kentucky business registration number [Registration Number], hereinafter referred to as "Client."

1. Scope of Services

• Option A: Provider will provide the following marketing services to Client: [List of Services, e.g., Digital marketing, Social media management, Search engine marketing], as further detailed in Exhibit A.
• Option B: Provider will provide the following marketing services to Client: All services as outlined in the mutually agreed upon project proposals attached to this agreement, referenced as Exhibit A.
  • Specify platforms: [e.g., Google, Facebook, Instagram, TikTok].
  • Specify Geographic Target Markets: [e.g., Kentucky, Louisville Metro Area].
• Option C: Provider will consult with Client to develop a marketing strategy and provide related support services to meet goals as defined in Exhibit A. Provider will not be responsible for implementing the marketing strategy but will assist with selection of vendors and management of the vendors according to the mutually agreed upon goals.

2. Campaigns and Deliverables

• Option A:
  • Campaign/Deliverable 1: [Description, e.g., Social Media Campaign].
    • Deadline: [Date].
    • Performance Indicators: [e.g., Engagement Rate, Website Traffic].
    • Reporting Frequency: [e.g., Monthly].
  • Campaign/Deliverable 2: [Description, e.g., PPC Campaign].
    • Deadline: [Date].
    • Performance Indicators: [e.g., Conversion Rate, Cost Per Acquisition].
    • Reporting Frequency: [e.g., Bi-Weekly].
• Option B: Campaigns and Deliverables will be defined and agreed upon in separate project proposals or statements of work, each of which will be incorporated by reference into this Agreement.

3. Marketing Compliance

• Option A: Provider shall ensure all marketing materials and messaging comply with all applicable Kentucky consumer protection laws, including KRS Chapter 367, the Deceptive Trade Practices Act, and FTC rules as enforced in Kentucky.
• Option B: Provider will maintain marketing compliance by adhering to Kentucky’s truth-in-advertising standards, providing necessary disclaimers, and making local disclosures as required by law.
• Option C: The parties agree that Client is solely responsible for the legal and regulatory compliance of any marketing materials produced under this agreement for campaigns, regulated industries or other marketing activities that would be subject to federal or Kentucky law. Provider will reasonably cooperate with Client to support compliance, but Client bears all responsibility.

4. Client Obligations

• Option A: Client shall provide timely approval of concepts and content within [Number] days of submission by Provider.
• Option B: Client shall provide all necessary content, materials, and assets, including logos, proprietary data, and legal notices, to Provider within [Number] days of request.
• Option C: Client designates [Client Personnel Name] as the primary point of contact for communication and approvals.

5. Provider Obligations

• Option A: Provider shall maintain documentation of all campaign activity and provide it to Client upon request.
• Option B: Provider shall maintain confidentiality regarding Client data and information.
• Option C: Provider shall use best efforts to achieve campaign objectives without guaranteeing specific results, in accordance with Kentucky legal standards.

6. Service Timelines

• Option A: The term of this Agreement shall be [Start Date] to [End Date].
• Option B: Working hours for Provider will be [Days of the Week], [Start Time] to [End Time] (Eastern Time).
• Option C: Provider's primary Kentucky-based point of contact is [Contact Name], [Phone Number], [Email Address].

7. Fee Structure

• Option A: Total Price: [Dollar Amount].
• Option B: Hourly Rate: [Dollar Amount] per hour. Retainer Fee: [Dollar Amount] per month.
• Option C: Payment Terms: [e.g., Net 30, Installments]. Invoicing Requirements: All invoices will comply with Kentucky tax laws and include Provider’s Kentucky sales tax ID if applicable.
  • Late Payment Penalty: [Percentage]% per month on overdue amounts.
  • Reimbursable expenses: Travel within Kentucky, third-party ad spend, and production costs will be reimbursed by Client upon presentation of receipts.

8. Intellectual Property

• Option A: All campaign creatives, ad content, reports, data, and digital assets created by Provider shall be owned by Client.
• Option B: Provider retains the right to use finished work for self-promotion or portfolio, with Client’s written consent.
• Option C: Third-party licensed materials or stock assets will be subject to the terms of their respective licenses.

9. Confidentiality

• Option A: All non-public information shared between the parties shall be kept confidential.
• Option B: Obligations for data security in handling personally identifiable information will comply with Kentucky privacy laws and relevant federal rules, such as COPPA and CAN-SPAM.
• Option C: The duration of post-termination confidentiality shall be [Number] years.

10. Representations and Warranties

• Option A: Both parties warrant they have the legal authority to enter into this Agreement.
• Option B: Provider warrants its services and materials comply with all Kentucky and federal advertising laws.
• Option C: Client warrants that Client content does not infringe third-party rights.

11. Indemnification

• Option A: Client shall indemnify Provider for any claims arising from Client-supplied content.
• Option B: Provider shall indemnify Client for any claims arising from service violations or infringement originating from Provider’s original materials.

12. Acceptance and Amendment

• Option A: Client acceptance of marketing deliverables shall be within [Number] days of delivery.
• Option B: Modification or change orders shall be in writing and signed by both parties.

13. Termination

• Option A: Either party may terminate this Agreement for material breach upon [Number] days written notice.
• Option B: Either party may terminate this agreement with [Number] days written notice.
• Option C: Upon termination, Client shall pay Provider for all work performed and expenses incurred up to the date of termination.

14. Liability

• Option A: Neither party shall be liable for indirect, consequential, or lost profits.
• Option B: The maximum liability under this Agreement shall be limited to [Dollar Amount].
• Option C: This Agreement shall be governed by the Kentucky statute of limitations for contract claims.

15. Dispute Resolution

• Option A: The parties agree to first attempt to resolve any disputes through good faith negotiation.
• Option B: If negotiation fails, the parties agree to voluntary mediation or arbitration in Kentucky.
• Option C: This Agreement shall be governed by the laws of the Commonwealth of Kentucky. The venue for any legal action shall be in [County Name] County, Kentucky.

16. Force Majeure

• Option A: Neither party shall be liable for delays or failures due to force majeure events, including weather events or government orders specific to Kentucky.

17. Independent Contractor

Provider is an independent contractor and not an employee of Client. Provider is responsible for its own benefits, taxes, and insurance.

18. Non-Solicitation/Non-Compete

Provider agrees not to solicit Client’s employees or customers for a period of [Number] years within [Geographic Area]. This clause will be narrowly construed to comply with Kentucky enforceability standards.

19. Assignment

Neither party may assign this Agreement without the written consent of the other party.

20. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

21. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

22. Notices

All notices shall be in writing and delivered by mail, email, or courier to the addresses set forth above.

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]