Massachusetts marketing service contract template

Massachusetts Marketing Service Contract

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

• [Marketing Service Provider Legal Entity Name], a [Corporate Status, e.g., Massachusetts Corporation], with its principal place of business at [Address], telephone number [Phone], and email address [Email], hereinafter referred to as "Provider," and
• [Client Legal Entity Name], a [Corporate Status, e.g., Massachusetts LLC], with its principal place of business at [Address], telephone number [Phone], and email address [Email], hereinafter referred to as "Client."

1. Scope of Services

This contract outlines the marketing services Provider will furnish to Client.

• Option A: Comprehensive Marketing Services
  • The Provider will provide the following comprehensive marketing services: Market research, campaign planning, branding and positioning, creative design, copywriting, digital advertising management (Google, Meta platforms), SEO/SEM, social media management, content marketing, email marketing, website analytics, media buying, event marketing, and production of marketing assets.
• Option B: Specific Marketing Services
  • The Provider will provide the following specific marketing services: [List specific marketing services].
• Option C: Project-Based Marketing Services
  • The Provider will execute the following marketing project: [Describe specific marketing project].

2. Timeline and Deliverables

This section outlines the project timeline, service commencement, expected completion dates, and milestone deliverables.

• Option A: Project Timeline
  • Project Start Date: [Date]
  • Project Completion Date: [Date]
  • Milestone Deliverables:
    • [Milestone 1]: [Description], Due Date: [Date]
    • [Milestone 2]: [Description], Due Date: [Date]
    • [Milestone 3]: [Description], Due Date: [Date]
• Option B: Ongoing Service Timeline
  • Service Commencement Date: [Date]
  • Service Duration: [Number] months, with option to renew.
  • Recurring Deliverables:
    • Weekly/Monthly performance reports
    • Regular social media updates
    • Email marketing campaigns

3. Massachusetts Standards and Compliance

Provider will adhere to all applicable Massachusetts laws and regulations.

• Option A: General Compliance
  • Provider will comply with the Massachusetts Consumer Protection Act (M.G.L. c. 93A), the CAN-SPAM Act, and Massachusetts data privacy statutes (201 CMR 17.00, M.G.L. c. 93H).
• Option B: Specific Compliance
  • Provider will comply with [list Massachusetts-specific regulations] regarding [specify industry or activity].
• Option C: Data Privacy
  • If Client has California customers, Provider agrees to comply with CCPA (California Consumer Privacy Act) requirements as needed.
  • Provider will adhere to 201 CMR 17.00 standards for data security.

4. Deliverable Acceptance

Deliverables will be assessed according to the following criteria.

• Option A: Standard Acceptance
  • Client will review deliverables and provide feedback within [Number] days. Approval will not be unreasonably withheld.
• Option B: KPI-Based Acceptance
  • Deliverables will be evaluated based on pre-determined Key Performance Indicators (KPIs) such as [List KPIs, e.g., website traffic, conversion rates, social media engagement].
• Option C: Performance Review
  • The Provider will conduct performance review meetings with the client on a [Frequency, e.g. monthly] basis to discuss campaign results and feedback.

5. Client Responsibilities

Client is responsible for providing the following.

• Option A: Standard Responsibilities
  • Client will provide brand guidelines, existing content, marketing calendars, and access to third-party platforms as needed.
• Option B: Data Provision
  • Client will provide [Specific Data] by [Date] in [Format].
• Option C: Designated Contact
  • Client will designate [Name] as the primary contact person.

6. Work Location

The services will be performed at the following location.

• Option A: Remote Work
  • Services will be performed remotely.
• Option B: Client Premises
  • Services will be performed on Client's premises at [Address].
• Option C: Hybrid Arrangement
  • A combination of remote work and on-site work at [Address] as needed.

7. Fees and Payment

Client agrees to pay Provider as follows.

• Option A: Fixed Project Fee
  • The total fee for the project is [Amount].
• Option B: Monthly Retainer
  • The monthly retainer is [Amount].
• Option C: Per-Campaign Rate
  • The fee per campaign is [Amount].

Payment Schedule: [Upfront deposit %, Phase-based billing, or Monthly cycles]

Invoice Requirements: Invoices will comply with Massachusetts requirements.

Late Payment Penalty: Late payments will incur a penalty of [Percentage] per month.

8. Intellectual Property

This section outlines intellectual property rights.

• Option A: Client Ownership
  • All creative assets and campaign materials created by Provider will be owned by Client upon full payment.
• Option B: Provider Ownership, Client License
  • Provider retains ownership of all creative assets and campaign materials. Client is granted a license to use the materials for [Purpose].
• Option C: Joint Ownership
  • Intellectual property will be jointly owned by Provider and Client.

9. Confidentiality

Both parties agree to maintain confidentiality.

• Option A: Standard Confidentiality
  • Both parties agree to keep confidential all non-public information related to this Agreement.
• Option B: Massachusetts Trade Secrets Act
  • The terms of this agreement fall under protection of the Massachusetts Uniform Trade Secrets Act.
• Option C: Data Privacy
  • Both parties agree to uphold data privacy of customer data based on the laws of Massachusetts.

10. Data Security and Privacy

Provider shall adhere to data security standards.

• Option A: Standard Security
  • Provider will implement reasonable security measures to protect client data.
• Option B: 201 CMR 17.00 Compliance
  • Provider will comply with 201 CMR 17.00 standards for data security.
• Option C: Data Breach Notification
  • Provider will notify Client immediately in the event of a data breach affecting Client data.

11. Client Cooperation

Client agrees to cooperate with Provider.

• Option A: Standard Cooperation
  • Client will provide timely feedback and approvals.
• Option B: Consequence of Delays
  • Client delays may impact project timelines and deliverables.
• Option C: Project Cancellation due to unresponsiveness
  • If the Client is unresponsive to the needs of the project for more than 30 days, the Provider has the right to cancel the project with no refund given.

12. Force Majeure

Neither party will be liable for delays due to force majeure.

• Option A: Standard Force Majeure
  • Neither party will be liable for delays caused by events beyond their reasonable control.
• Option B: Massachusetts-Specific Events
  • Force majeure includes state emergencies declared in Massachusetts.

13. Modifications

Modifications to this Agreement must be in writing.

• Option A: Written Amendment Required
  • All modifications must be in writing and signed by both parties.
• Option B: Change Order Procedure
  • Changes to the project scope will be documented in a change order.

14. Quality Assurance and Reporting

Provider will provide quality assurance and reporting.

• Option A: Standard Reporting
  • Provider will provide monthly campaign reports.
• Option B: Analytic Dashboards
  • Provider will provide access to analytic dashboards.
• Option C: Dispute Resolution for ineffectiveness
  • If the Client is not satisfied with the effectiveness of the project, the issue will be handled as follows: [outline procedure].

15. Regulatory Marketing Restrictions in Massachusetts

Provider will comply with Massachusetts marketing restrictions.

• Option A: General Compliance
  • Provider will comply with all applicable Massachusetts marketing regulations.
• Option B: Industry-Specific Restrictions
  • Provider will comply with restrictions specific to [Industry, e.g., alcohol, cannabis, healthcare].

16. Advertising Ethics and Compliance

Provider will adhere to advertising ethics.

• Option A: Standard Compliance
  • Provider will comply with industry codes and fair advertising laws.
• Option B: Specific Standards
  • Provider will adhere to [Specific Ethical Standards, e.g., truth-in-advertising].

17. Termination

This Agreement may be terminated under the following conditions.

• Option A: Termination for Cause
  • Either party may terminate this Agreement for cause, such as material breach or non-payment.
• Option B: Termination for Convenience
  • Either party may terminate this Agreement for convenience with [Number] days' written notice.
• Option C: Termination due to regulatory action
  • This agreement may be terminated due to regulatory action or insolvency.

18. Liability

This section outlines liability terms.

• Option A: Standard Liability
  • Each party's liability is limited to the amount paid under this Agreement.
• Option B: Indemnification
  • Provider will indemnify Client against claims of IP infringement.
• Option C: Insurance Requirements
  • Provider shall maintain professional liability and cyber risk insurance.

19. Third-Party and Subcontractor Management

Provider is responsible for managing subcontractors.

• Option A: Provider Responsibility
  • Provider is responsible for subcontractors' compliance with Massachusetts law.
• Option B: Client Consent
  • Provider will obtain Client's consent before subcontracting any services.

20. Governing Law and Venue

This Agreement is governed by Massachusetts law.

• Option A: Massachusetts Law
  • This Agreement is governed by the laws of the Commonwealth of Massachusetts.
• Option B: Exclusive Venue
  • Any legal disputes will be resolved in Massachusetts courts.
• Option C: Dispute Resolution
  • Disputes will be resolved by negotiation, then mediation/arbitration in Massachusetts.

21. Miscellaneous

• Severability Clause
• Assignment Restrictions (Client approval for transfer or outsourcing)
• Non-Solicitation/Non-Compete (if enforceable under Massachusetts law)
• Notices
• Counterparts
• Electronic Signature Consent

22. Contract Modifications

All contract modifications must occur in writing, signed by both parties.

• Option A: Standard Modification
  • This Agreement may only be modified by a written amendment signed by both parties.

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

[Marketing Service Provider Legal Entity Name]

By: [Name]

Title: [Title]

[Client Legal Entity Name]

By: [Name]

Title: [Title]