Minnesota marketing service contract template

Minnesota Marketing Service Contract

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

[Marketing Service Provider Name], a [State of Incorporation] [Business Entity Type] with its principal place of business at [Business Address], hereinafter referred to as "Provider,"

and

[Client Name], a [State of Incorporation] [Business Entity Type] with its principal place of business at [Business Address], hereinafter referred to as "Client."

Provider and Client are each referred to herein as a “Party” and collectively as the “Parties.”

1. Definitions

“Marketing Services” means the services described in Section 2 of this Agreement.

“Deliverables” means the tangible and intangible items to be created and delivered to Client as part of the Marketing Services, as further specified in Section 2.

“Intellectual Property” means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights.

“Confidential Information” means any information disclosed by one Party to the other that is marked as confidential or that reasonably should be understood to be confidential.

“KPIs” means Key Performance Indicators, the measurable values used to evaluate the success of the Marketing Services.

"Minnesota Law" means all applicable laws, rules, regulations, and ordinances of the State of Minnesota.

2. Scope of Services

Option A: General Description

Provider agrees to provide Client with the following Marketing Services: [Detailed Description of Marketing Services].

Option B: Specific Deliverables

Provider will deliver the following to Client:

• [List of Deliverables, e.g., 10 Blog Posts, Social Media Management for 3 Months]
• [Specify Format, e.g., .docx, .jpg, direct uploads to client platforms]
• [Include Delivery Schedule, e.g., Weekly, Monthly]

Option C: Marketing Activities

The Marketing Services shall include, but not be limited to:

• Digital Marketing:
  • [Specific activities, e.g., SEO, PPC, Email Marketing]
• Social Media Management:
  • [Platforms Managed, Content Posting Schedule]
• Content Creation:
  • [Types of Content, e.g., Blog Posts, Videos, Infographics]
• Advertising Placement:
  • [Platforms, Budget Allocation]
• Campaign Management:
  • [Campaign Goals, Tracking Metrics]
• Traditional Media:
  • [Types of Traditional Media, e.g., Radio, Print]
• Market Research:
  • [Type of Research, Reporting Frequency]
• Lead Generation:
  • [Methods Used, Lead Qualification Criteria]
• Branding:
  • [Brand Development or Refinement]
• Analytics Reporting:
  • [Reporting Frequency, Metrics Included]

Option D: Workflow and Technology

Provider will use the following platform/software to facilitate the marketing service:

• [Platform/Software name]

3. Performance Standards and KPIs

Option A: Key Performance Indicators

The success of the Marketing Services will be measured by the following KPIs:

• [KPI 1, e.g., Website Traffic Increase]: Target [Percentage or Number]
• [KPI 2, e.g., Lead Generation]: Target [Number of Leads]
• [KPI 3, e.g., Conversion Rate]: Target [Percentage]
• Reporting Interval: [Weekly, Monthly, Quarterly]

Option B: Industry Benchmarks (Minnesota Specific)

The KPIs will be evaluated against Minnesota industry benchmarks for [Industry Sector].

Benchmark Source: [Source of Industry Benchmark Data]

Option C: Success/Failure Measurement

Success shall be defined as achieving at least [Percentage]% of the Target for each KPI.

Failure shall be defined as achieving less than [Percentage]% of the Target for each KPI for [Number] consecutive reporting periods.

Option D: Review and Evaluation

At the end of each reporting interval, the KPI data will be reviewed by both parties to determine if any changes or modifications need to be made.

The KPI data will be gathered from the [Analytics platform] on a [Day of the Week] basis.

4. Client Responsibilities

Option A: Provision of Assets

Client shall provide Provider with all necessary brand assets, including logos, fonts, and images, within [Number] days of the Effective Date.

Option B: Account Access

Client shall grant Provider access to relevant online accounts, including social media accounts, advertising platforms, and website analytics, within [Number] days of the Effective Date.

Option C: Product Information

Client shall provide Provider with accurate and up-to-date product information, including descriptions, pricing, and specifications, as needed.

Option D: Approvals

Client shall provide timely approvals of marketing materials within [Number] days of submission by Provider.

Option E: Cooperation

Client shall cooperate with Provider in a timely and efficient manner to ensure the successful completion of the Marketing Services.

Option F: Review Timeline

Client agrees to conduct content reviews within [Number] business days from receipt.

5. Work Location and Travel

Option A: Work Location

The Marketing Services will be performed [Virtually / On-Site at [Client Address]].

Option B: Travel

Travel within Minnesota [is / is not] required.

If travel is required, Client shall reimburse Provider for reasonable travel expenses, including mileage at the Minnesota state rate, lodging, and meals.

Option C: Mileage Reimbursement

Mileage reimbursement will be at the current Minnesota state rate of [Current Mileage Rate] per mile.

6. Service Fees and Payment

Option A: Hourly Rate

Provider’s hourly rate is [Dollar Amount] per hour.

Option B: Flat Fee

The flat fee for the Marketing Services is [Dollar Amount].

Option C: Retainer

Client shall pay Provider a monthly retainer of [Dollar Amount].

Option D: Commission

Provider shall receive a commission of [Percentage]% on [Specify Basis, e.g., Sales Generated].

Option E: Payment Milestones

Payment Milestones:

• [Milestone 1]: [Dollar Amount] upon [Completion of Milestone]
• [Milestone 2]: [Dollar Amount] upon [Completion of Milestone]

Option F: Invoicing

Provider shall invoice Client [Monthly / Upon Completion of Milestones].

Invoices are due within [Number] days of receipt.

Option G: Payment Methods

Client shall pay Provider via [Check / ACH Transfer / Credit Card].

Option H: Sales Tax

Client is responsible for paying any applicable Minnesota sales tax on taxable Marketing Services.

Option I: Late Payment

Late payments shall accrue interest at a rate of [Percentage]% per month, or the maximum rate permitted by Minnesota law, whichever is lower.

7. Intellectual Property

Option A: Ownership

Provider shall retain ownership of all Intellectual Property created prior to or independently of this Agreement.

Client shall own the Intellectual Property in the Deliverables created specifically for Client under this Agreement, upon full payment.

Option B: Licensing

Provider grants Client a non-exclusive license to use Provider’s pre-existing Intellectual Property incorporated into the Deliverables.

Option C: Portfolio Usage

Provider may use the Deliverables for portfolio and promotional purposes.

Option D: Work-Made-For-Hire

To the extent applicable, the Deliverables shall be considered “work made for hire” under U.S. copyright law and Minnesota statutes.

Option E: Third-Party IP

Client is responsible for obtaining necessary licenses to use third-party IP in connection with the Marketing Services.

8. Confidentiality

Option A: Obligation

Both Parties agree to maintain the confidentiality of each other’s Confidential Information.

Option B: Scope

Confidential Information includes, but is not limited to, business plans, marketing strategies, customer lists, and financial information.

Option C: Term

The confidentiality obligations shall survive the termination of this Agreement for a period of [Number] years.

Option D: Minnesota Uniform Trade Secrets Act

The Parties acknowledge that the Minnesota Uniform Trade Secrets Act applies to this Agreement.

9. Data Privacy and Regulatory Compliance

Option A: Compliance

Provider shall comply with all applicable data privacy laws, including the FTC Act, CAN-SPAM Act, TCPA, and Minnesota state email/texting/call privacy rules.

Option B: Marketing Communications

Provider shall obtain necessary consents for marketing communications.

Option C: Minnesota Statutes

Provider shall comply with all relevant Minnesota statutes related to advertising and consumer protection.

10. Non-Competition, Non-Solicitation, and Non-Disparagement

Option A: Non-Competition

During the term of this Agreement and for a period of [Number] months after termination, Client shall not engage in marketing services for any business that directly competes with Provider within [Geographic Area].

Option B: Non-Solicitation

During the term of this Agreement and for a period of [Number] months after termination, Client shall not solicit Provider’s employees or clients.

Option C: Non-Disparagement

Neither Party shall disparage the other Party.

Option D: Enforceability

These provisions are intended to be enforceable under Minnesota law, with reasonable limitations on geographic area, duration, and scope.

11. Client Approval and Change Requests

Option A: Approval Process

Client shall approve or reject marketing materials within [Number] days of submission by Provider.

Option B: Change Requests

Change requests must be submitted in writing and may result in additional costs and delays.

Option C: Documentation

All change requests and approvals shall be documented in writing.

Option D: Timelines

Change requests may affect project timelines. The client and provider will mutually agree on a revised timeline if changes are requested.

12. Quality Assurance

Option A: Standards

Provider shall maintain minimum service quality standards customary to the Minnesota marketing sector.

Option B: Acceptance Criteria

Deliverables shall meet the acceptance criteria specified in Section 2.

Option C: Review Cycles

Regular review cycles shall be conducted to ensure quality.

Option D: Complaint Procedures

Client shall notify Provider of any complaints in writing within [Number] days of discovery.

13. Force Majeure

Option A: Definition

Force Majeure events include changes in Minnesota advertising regulations, local emergencies, and other events beyond the reasonable control of either Party.

Option B: Relief

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement due to a Force Majeure event.

Option C: Notification

The affected party shall notify the other party promptly of any Force Majeure event.

14. Term and Termination

Option A: Term

The term of this Agreement shall commence on [Start Date] and continue until [End Date].

Option B: Early Termination

Either Party may terminate this Agreement upon [Number] days written notice if the other Party breaches this Agreement.

Either Party may terminate this Agreement immediately if the other Party becomes insolvent.

Option C: Cure Period

The breaching party shall have [Number] days to cure the breach.

Option D: Consequences of Termination

Upon termination, Provider shall return or destroy all Client Confidential Information.

Client shall pay Provider for all services performed up to the date of termination.

[Non-circumvention clause]. Client agrees not to circumvent the provider to re-engage or contract directly with any affiliate parties introduced by the provider for a period of [Number] months after the termination of this agreement.

15. Liability and Indemnification

Option A: Liability

Provider’s liability for breach of this Agreement shall be limited to the amount of fees paid by Client to Provider.

Option B: Indemnification

Client shall indemnify and hold Provider harmless from any claims arising out of Client’s use of the Marketing Services.

Option C: Consequential Damages

Neither Party shall be liable for consequential damages.

Option D: Minnesota Law

The liability and indemnification provisions shall be governed by Minnesota law.

16. Dispute Resolution

Option A: Negotiation

The Parties shall first attempt to resolve any disputes through good faith negotiation.

Option B: Mediation

If negotiation fails, the Parties shall submit the dispute to mediation in [City, Minnesota].

Option C: Arbitration

If mediation fails, the Parties shall submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association.

Option D: Governing Law

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

Option E: Jurisdiction

The exclusive jurisdiction and venue for any legal action arising out of or relating to this Agreement shall be the state and federal courts located in [County, Minnesota].

17. Insurance

Option A: Coverage

Provider shall maintain professional liability insurance with coverage of at least [Dollar Amount].

Provider shall maintain errors & omissions insurance with coverage of at least [Dollar Amount].

Option B: Cyber Insurance

Provider shall maintain cyber insurance with coverage of at least [Dollar Amount].

Option C: Proof of Coverage

Provider shall provide Client with proof of insurance upon request.

18. Minnesota Consumer Protection Laws

Option A: Compliance

Provider shall comply with all applicable Minnesota consumer protection laws.

Option B: Advertising Statutes

Provider shall comply with all relevant Minnesota advertising statutes.

Option C: Anti-Fraud Regulations

Provider shall comply with all Minnesota anti-fraud regulations.

19. Independent Contractor

Option A: Status

Provider is an independent contractor and not an employee, partner, or agent of Client.

Option B: Tax Withholding

Provider is responsible for paying all applicable taxes.

Option C: Minnesota Law

This Agreement shall be interpreted in accordance with Minnesota law regarding independent contractors.

20. Entire Agreement, Amendments, and Assignment

Option A: Entire Agreement

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

Option B: Amendments

Any amendments to this Agreement must be in writing and signed by both Parties.

Option C: Assignment

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

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]