Maryland marketing service contract template

Maryland Marketing Services Contract

This Maryland Marketing Services Contract (the “Agreement”) is made and entered into as of this [Date] day of [Month], [Year], by and between:

[Provider Legal Name], a [Provider Business Entity Type, e.g., Maryland LLC], with its principal place of business at [Provider Address], hereinafter referred to as "Provider," and represented by [Provider Authorized Signatory Name], phone number [Provider Phone Number], email address [Provider Email Address];

and

[Client Legal Name], a [Client Business Entity Type, e.g., Maryland Corporation], with its principal place of business at [Client Address], hereinafter referred to as "Client," and represented by [Client Authorized Signatory Name], phone number [Client Phone Number], email address [Client Email Address].

1. Scope of Services

• Option A: General Marketing Services
  • Provider shall provide the following marketing services to Client: [Detailed description of marketing services, e.g., digital strategy, content creation, social media management].
• Option B: Specific Campaign Services
  • Provider shall provide marketing services specifically for the [Campaign Name] campaign, including [Specific services for the campaign, e.g., PPC advertising, email campaigns, branding].
• Option C: Project-Based Services
  • Provider shall provide marketing services for the following project(s): [Project Name(s)], including [Project-specific services, e.g., creative design, event marketing, print/digital media buys].

The deliverables, measurable performance standards, and timetables are detailed in Schedule A, attached hereto. All work product format shall be [Marketing plan format, artwork file types, ad copy formats, campaign dashboard formats]. Client acceptance criteria are defined as [Specific acceptance criteria].

2. Approval Procedures

• Option A: Standard Approval
  • Client shall have [Number] business days to review and approve concepts and materials. Provider will incorporate [Number] rounds of revisions. Disagreements shall be escalated to [Designated contact person] for resolution.
• Option B: Expedited Approval
  • Client shall have [Number] hours to review and approve concepts and materials for time-sensitive campaigns. Provider will incorporate [Number] round of urgent revisions.
• Option C: Delegated Approval
  • [Name of Client representative] is authorized to approve concepts and materials on behalf of Client.

3. Client Participation

• Option A: Active Participation
  • Client shall provide Provider with [Assets, e.g., brand guidelines, account access, content approvals] in a timely manner. Client shall be available for [Frequency] meetings to provide feedback.
• Option B: Limited Participation
  • Client shall provide Provider with essential assets only. Client shall provide feedback via email.
• Option C: Third-Party Management
  • Client shall be responsible for managing relationships with [Third-party vendors, e.g., printers, advertising platforms].

4. Service Delivery

• Option A: Remote
  • Services shall be delivered remotely.
• Option B: Onsite
  • Services shall be delivered onsite at [Client Address].
• Option C: Hybrid
  • Services shall be delivered both remotely and onsite, as needed. Travel expenses, if any, shall be reimbursed according to Maryland Labor & Employment law and documented in Schedule B.

5. Fees and Payment

• Option A: Fixed Fee
  • The total fee for services is [Dollar Amount].
• Option B: Hourly Rate
  • Provider's hourly rate is [Dollar Amount].
• Option C: Retainer
  • Client shall pay Provider a monthly retainer of [Dollar Amount].

Payments shall be made according to the following schedule: [Payment Schedule, e.g., advance, milestones, recurring]. Invoices shall be submitted [Invoicing Protocols]. Maryland state taxes, local sales taxes, or other applicable statutory dues are the responsibility of [Responsible Party].

6. Scope of Work Adjustments

• Option A: Formal Change Order
  • Any changes to the scope of work shall be documented in a written change order, mutually agreed upon by both parties, with appropriate fee adjustments.
• Option B: Informal Adjustment
  • Minor adjustments to the scope of work may be agreed upon verbally, with written confirmation via email.
• Option C: Pre-Defined Scope Adjustments
  • The scope of work may be adjusted according to the pre-defined parameters outlined in Schedule C.

7. Intellectual Property

• Option A: Work for Hire
  • All original materials and campaign outcomes created by Provider shall be considered "work for hire" and owned exclusively by Client upon payment.
• Option B: Limited License
  • Client shall have a non-exclusive license to use the materials created by Provider.
• Option C: Provider Ownership
  • Provider retains ownership of pre-existing tools and templates.

8. Data Usage and Privacy

• Option A: Compliance with Laws
  • Provider shall comply with the Maryland Personal Information Protection Act (PIPA), CAN-SPAM Act, TCPA, and FTC advertising guidelines.
• Option B: Data Security
  • Provider shall implement reasonable security measures to protect Client data.
• Option C: Data Processing Agreement
  • The parties shall enter into a separate Data Processing Agreement to govern the processing of personal data.

9. Confidentiality

• Option A: Standard Confidentiality
  • Both parties shall maintain the confidentiality of each other's confidential information for a period of [Number] years after termination of this Agreement.
• Option B: Limited Confidentiality
  • Confidential information excludes information that is publicly available or already known to the receiving party.
• Option C: Restricted Disclosure
  • Provider shall not disclose Client's confidential information to any third party without Client's prior written consent.

10. Quality Assurance

• Option A: Regular Reporting
  • Provider shall provide Client with regular reports on campaign performance.
• Option B: Analytics Dashboard
  • Client shall have access to an analytics dashboard to monitor campaign KPIs.
• Option C: Corrective Action Plan
  • In the event of underperformance, Provider shall develop a corrective action plan.

11. Performance Deadlines and Remedies

• Option A: Specific Deadlines
  • Milestones, performance deadlines, and event dates are specified in Schedule A.
• Option B: Time is of the Essence
  • Time is of the essence for all performance deadlines.
• Option C: Liquidated Damages
  • In the event of late delivery, Provider shall pay liquidated damages of [Dollar Amount or Percentage].

Maryland's specific rules for consequential damages and limitations on agency liability for lost revenue or reputational harm shall apply.

12. Force Majeure

• Option A: Standard Force Majeure
  • Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to a force majeure event.
• Option B: Specific Force Majeure Events
  • Force majeure events include but are not limited to: government regulation (including those specific to Maryland jurisdiction), and public health emergencies.
• Option C: Mitigation Efforts
  • The affected party shall use reasonable efforts to mitigate the effects of the force majeure event.

13. Termination

• Option A: Termination for Cause
  • Either party may terminate this Agreement for cause upon written notice.
• Option B: Termination Without Cause
  • Client may terminate this Agreement without cause upon [Number] days' written notice.
• Option C: Mutual Termination
  • This Agreement may be terminated by mutual agreement of both parties.

Provisions for payment for completed work or prorated services shall apply.

14. Post-Termination Obligations

• Option A: Return of Materials
  • Upon termination, Provider shall return all Client materials.
• Option B: Deletion of Information
  • Provider shall delete all Client confidential information.
• Option C: Non-Solicitation
  • Provider shall not solicit Client's employees or customers for a period of [Number] years after termination. Non-compete provisions shall comply with Maryland enforceability standards.

15. Indemnification

• Option A: Mutual Indemnification
  • Each party shall indemnify the other against any claims arising from its own negligence or willful misconduct.
• Option B: Limited Indemnification
  • Provider shall not be liable for claims arising from Client-supplied materials.
• Option C: Indemnification for IP Infringement
  • Provider shall indemnify Client against claims of intellectual property infringement arising from Provider's work.

Allocation of liability for agency vs. client-supplied materials shall be according to Maryland law.

16. Insurance

• Option A: Standard Insurance
  • Provider shall maintain commercial general liability insurance with minimum coverage of [Dollar Amount].
• Option B: Errors and Omissions Insurance
  • Provider shall maintain errors and omissions insurance with minimum coverage of [Dollar Amount].
• Option C: Cyber Liability Insurance
  • Provider shall maintain cyber liability insurance with minimum coverage of [Dollar Amount].

Provider shall provide Client with certificates of insurance.

17. Dispute Resolution

• Option A: Mediation
  • Any disputes shall be resolved through mediation in [City, Maryland].
• Option B: Arbitration
  • Any disputes shall be resolved through binding arbitration in [City, Maryland].
• Option C: Litigation
  • Any disputes shall be resolved in the courts of [County, Maryland].

Maryland law, jurisdiction, and venue shall apply.

18. Representations and Warranties

• Option A: Authority
  • Each party represents and warrants that it has the authority to enter into this Agreement.
• Option B: Compliance with Laws
  • Provider represents and warrants that its services will comply with all applicable laws and regulations, including those governing deceptive advertising, sweepstakes, and contest requirements specific to Maryland.
• Option C: Licensing
  • Provider represents and warrants that it possesses all necessary licenses, permits, and state registrations.

19. Assignment

• Option A: No Assignment
  • Neither party may assign this Agreement without the other party's written consent.
• Option B: Assignment to Affiliate
  • Either party may assign this Agreement to an affiliate.
• Option C: Subcontracting
  • Provider may subcontract certain services with Client's written consent, ensuring that any Maryland-specific subcontractor licensing obligations are addressed.

20. Notices

• Option A: Email and Mail
  • Notices shall be sent by email and certified mail.
• Option B: Email Only
  • Notices shall be sent by email only.
• Option C: Courier
  • Notices shall be sent by courier.

Notices format, permitted delivery methods, and effective dates are recognized under the Maryland Uniform Electronic Transactions Act.

21. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written. Any modifications must be made in writing and signed by both parties.

22. Compliance with Laws

Provider shall comply with all applicable local, state, and federal laws relating to marketing, consumer communication, intellectual property, employment classification, data privacy, anti-spam, and telemarketing, emphasizing any uniquely Maryland rules (such as advertising to minors and anti-fraud law nuances).

23. Severability

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

24. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party, consistent with Maryland legal norms.

25. Schedules

The following schedules are attached hereto and incorporated into this Agreement:

• Schedule A: Project Plan, Pricing Breakdown, Marketing Calendar, Deliverable Samples
• Schedule B: Travel and Expense Policy
• Schedule C: Privacy Policy, Client Brand Guidelines

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

[Provider Legal Name]

By: [Provider Authorized Signatory Name]

Title: [Provider Title]

[Client Legal Name]

By: [Client Authorized Signatory Name]

Title: [Client Title]