Michigan marketing service contract template

Michigan Marketing Services Contract

This Michigan Marketing Services Contract (the “Agreement”) is made and entered into as of [Effective Date], by and between:

• [Marketing Service Provider Full Legal Name], a [Business Type, e.g., Michigan LLC], with its principal place of business at [Marketing Service Provider Address], Michigan, and with Michigan Entity Registration Number [Registration Number, if applicable] (hereinafter referred to as “Provider”), and whose authorized representative is [Authorized Representative Name and Title], with contact details [Phone Number] and [Email Address].

• [Client Full Legal Name], a [Business Type, e.g., Michigan Corporation], with its principal place of business at [Client Address], Michigan, and with Michigan Entity Registration Number [Registration Number, if applicable] (hereinafter referred to as “Client”), and whose authorized representative is [Authorized Representative Name and Title], with contact details [Phone Number] and [Email Address].

1. Scope of Services

The Provider agrees to provide the following marketing services to the Client:

• Option A: Traditional Marketing Services

Details: [Specify Traditional Marketing Services, e.g., Print Advertising, Radio Advertising, TV Advertising, Event Marketing, Outdoor Advertising]. Include specific platforms, campaigns, and geographic focus within Michigan.

• Option B: Digital Marketing Services

Details: [Specify Digital Marketing Services, e.g., SEO, SEM, Paid Ads, Social Media Management, Email Marketing, Content Creation, Influencer Outreach, Brand Strategy, Analytics and Reporting]. Include specific platforms, campaigns, geographic focus, and targeted demographics.

• Option C: Integrated Marketing Services

Details: [Specify a combination of Traditional and Digital Marketing Services]. Include details for each type of marketing activity.

2. Deliverables

The Provider shall provide the following deliverables to the Client:

• Option A: Defined Deliverables

List of Deliverables: [List deliverables, e.g., Media Plans, Campaign Briefs, Ad Creative, Social Posts, Reports, Performance Analytics].

Milestones: [Specify milestones and timelines for each deliverable].

Approval Process: [Outline the approval process for each deliverable, including Michigan-specific review/notice periods].

• Option B: Time-Based Deliverables

Description: Services delivered on a time-based schedule, rather than specific project deliverables.

Reporting: Weekly/Monthly reports on time spent and results achieved.

3. Client Responsibilities

The Client shall:

• Provide Brand Assets: [Specify the types of brand assets to be provided and the timeframe].

• Approve Content: [Specify the approval process and timeframe for reviewing/approving content].

• Provide Account Access: [Specify access to relevant accounts/data, ensuring compliance with Michigan advertising laws].

• Option A: Regular Feedback

Provide feedback within [number] business days.

• Option B: No Regular Feedback

No regular feedback is required from client other than for approving deliverables.

4. Work Location

• Option A: On-Site Work

Description: Services will be performed at the Client's location at [Client Address].

Permissible Days: [Specify days when on-site work is permitted].

• Option B: Remote Work

Description: Services will be performed remotely.

• Option C: Hybrid Work

Description: Combination of on-site and remote work.

Travel Reimbursement: Travel reimbursement will be provided at Michigan state employee reimbursement rates, if applicable, for trips to [location].

5. Compensation

The Client shall pay the Provider as follows:

• Option A: Total Fee

Total Fee: [Total Fee Amount].

Payment Schedule: [Specify the payment schedule, tied to milestones or deliverables].

• Option B: Retainer

Monthly Retainer: [Monthly Retainer Amount].

Scope: [Describe the services covered by the retainer].

• Option C: Hourly Rate

Hourly Rate: [Hourly Rate Amount].

Invoicing: Invoices will be submitted [frequency, e.g., monthly] per Michigan Department of Treasury guidelines.

• Late Payment Penalty: Late payments will be subject to a penalty of [Percentage]% per month, consistent with Michigan's allowable interest rates.

• Michigan Use or Sales Tax: [Specify whether Michigan use or sales tax is applicable and how it will be assessed and remitted].

6. Intellectual Property

• Ownership: [Specify ownership of campaign assets, content, tactics, and data, per Michigan law].

Option A: Client Ownership

Client owns all deliverables after payment.

Option B: Provider Ownership with License

Provider retains ownership but grants client a license to use.

• Post-Campaign Use: [Specify post-campaign use rights, including case studies and portfolio display].

• Assignment: [Specify obligations for assignment or reversion of rights upon contract termination or full payment].

7. Confidentiality

• Confidential Information: [Define confidential information, including trade secrets, client-provided consumer data, and proprietary Michigan audience intelligence].

• Michigan Identity Theft Protection Act: Acknowledge obligations under Michigan’s Identity Theft Protection Act.

• Data Protection: [Specify data protection requirements if handling Michigan resident data].

8. Regulatory and Industry Compliance

• Michigan Consumer Protection Act: The Provider affirms compliance with the Michigan Consumer Protection Act.

• Michigan Social Media Advertising and Disclosure Requirements: The Provider affirms compliance with Michigan’s Social Media Advertising and Disclosure requirements.

• Truth-in-Advertising: The Provider shall comply with truth-in-advertising under state and federal statutes.

9. Third-Party Contractors

• Use of Contractors: [Specify whether the Provider may use third-party contractors or Michigan-based vendors].

• Approval: [Specify requirements for client approval of contractors].

• Liability: [Outline liability and insurance requirements for contractors].

10. Quality Assurance

• Benchmarks: [Specify quality assurance benchmarks and campaign performance metrics].

• Service Levels: [Specify service-level targets for response/issue resolution].

• Review Timeframe: [Specify client review/objection timeframes].

• Local Standards: Work will meet local standards for "satisfactory" work or rework in Michigan.

11. Campaign Delays and Shortfalls

• Procedures: [Specify procedures for handling campaign delays and performance shortfalls].

• Force Majeure: [Specify procedures for handling force majeure events].

• Comparative Fault: Allocation of risk considering Michigan's doctrine of comparative fault.

• Notification Requirements: [Specify notification requirements for unexpected regulatory changes impacting marketing delivery in Michigan].

12. Term and Termination

• Term: This Agreement shall commence on [Start Date] and shall continue for a term of [Number] [Months/Years].

• Renewal: [Specify renewal terms, if any].

• Termination: [Specify conditions for early termination with and without cause, required advance notification periods per Michigan contract law, and effects of termination on fees and asset transfer].

Option A: Termination for Convenience

Client may terminate with [number] days notice.

Option B: Termination for Cause

Either party may terminate for cause.

13. Breach and Remedies

• Remedies: [Specify Michigan-allowable remedies for material breach].

• Liquidated Damages: [Specify liquidated damages caps, if any, in compliance with state enforceability standards].

• Cure Period: [Specify cure periods for breaches].

• Withholding Services: [Specify procedures for withholding services or payment in the event of dispute].

14. Indemnification

• Scope: [Specify indemnification, defense, and hold harmless provisions tailored to risks specific to marketing services in Michigan, e.g., false advertising claims, copyright/trademark infringements, violations of Michigan campaign finance or advertising laws].

• Allocation of Responsibility: Allocation of responsibility between Provider and Client.

15. Limitation of Liability

• Scope: [Specify limitation of liability language referencing Michigan’s standards for consequential/incidental damages and insurance requirements].

• Insurance Coverage: Specify minimum liability coverage for marketing firms operating in the state.

16. Governing Law and Dispute Resolution

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan.

• Venue: Venue for any legal action shall be in [County] County, Michigan.

• Dispute Resolution: [Specify required ADR/dispute resolution process, e.g., mediation or arbitration in Michigan, applying Michigan civil procedure].

• Attorney's Fees: [Specify whether prevailing party attorney’s fees are permitted].

17. Representations and Warranties

• Licenses and Expertise: The Provider represents and warrants that it has all Michigan-required licenses/expertise.

• Compliance: The Provider represents and warrants that it will not engage in misleading advertising to Michigan residents and will comply with all local advertising, data usage, and consumer outreach regulations.

18. Consumer Privacy and Data Protection

• Compliance: The Provider shall comply with all applicable Michigan consumer privacy, anti-spam/email marketing (Michigan Commercial E-mail Act), and digital accessibility laws.

• Opt-Out: The Provider will include opt-out or unsubscribe options for Michigan-based recipients.

19. Insurance

• Coverage: The Provider shall maintain general liability, cyber/data breach, and professional liability insurance.

• Certificates: The Provider shall submit certificates of insurance to the Client.

• Additional Insured: The Client shall be designated as an additional insured where necessary.

20. Non-Solicitation and Non-Competition

• Terms: [Specify non-solicitation and non-competition terms compliant with Michigan law’s strict limits on enforceability]. These terms shall only be to the extent necessary to protect legitimate business interests and for a reasonable period/geography.

21. Record-Keeping and Audit

• Record-Keeping: The Provider shall maintain records of all marketing activities.

• Audit Rights: The Client shall have the right to audit the Provider's records.

• Data Retention: [Specify data retention/destruction protocols, observing Michigan’s standards for destruction of personal information and campaign records].

22. Force Majeure

• Clause: [Include force majeure and impossibility clauses per Michigan law, with notice, allocation of campaign costs, and modified performance terms].

23. Assignment

• Clause: [Specify Michigan-allowable grounds for delegation or transfer of rights/obligations, client consent if the provider is acquired or merged, and restrictions under Michigan successor liability doctrines].

24. Miscellaneous

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

• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written, relating to the subject matter of this Agreement.

• Amendment: This Agreement may be amended only by a written instrument signed by both parties.

• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

• Counterparts/Signature: 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. Signatures may be exchanged electronically and shall be binding.

• Notice: All notices required or permitted under this Agreement shall be in writing and shall be deemed given when personally delivered or sent by certified mail, return receipt requested, 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 Full Legal Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]

[Client Full Legal Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]