Mississippi marketing service contract template

Mississippi Marketing Services Agreement

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

[Marketing Service Provider's Full Legal Name], a [State of Incorporation] [Entity Type, e.g., Corporation] with a principal place of business at [Full Address of Marketing Service Provider], hereinafter referred to as “Provider,” and

[Client's Full Legal Name], a [State of Incorporation] [Entity Type, e.g., Corporation] with a principal place of business at [Full Address of Client], hereinafter referred to as “Client.”

Contact Information:

Provider Contact: [Provider Contact Name], [Provider Contact Title], [Provider Contact Email], [Provider Contact Phone Number]

Client Contact: [Client Contact Name], [Client Contact Title], [Client Contact Email], [Client Contact Phone Number]

Scope of Services

Option A: General Marketing Services. Provider will provide general marketing services to Client, including but not limited to:

[List specific services, e.g., Digital Marketing, Social Media Management, Traditional Advertising].

Option B: Specific Campaign Services. Provider will execute the following marketing campaign(s) for Client:

Campaign Name: [Campaign Name]

Deliverables: [Detailed list of deliverables, e.g., Number of social media posts, number of blog articles, media placements]

Measurable Objectives: [Specific, Measurable, Achievable, Relevant, Time-bound (SMART) goals, e.g., Increase website traffic by 20% in three months]

Campaign-Specific Requirements: [Detailed requirements specific to the campaign, e.g., Target audience demographics, brand guidelines, key messaging]

Service Timeline and Project Phases

Option A: Project-Based Timeline. The following is the project timeline:

Phase 1: [Phase Name]: [Start Date] - [End Date]

Phase 2: [Phase Name]: [Start Date] - [End Date]

Key Milestones: [List key milestones and their corresponding dates]

Option B: Ongoing Monthly Retainer. Services will be provided on an ongoing monthly basis, commencing on [Start Date].

Reporting Deadlines: [Reporting Frequency, e.g., Monthly, Quarterly], due by the [Day] of the following month/quarter.

Revision Windows: Client shall have [Number] days to provide feedback on deliverables.

Content Creation and Review

Approval Procedures: Client approval is required for all advertising and promotional materials prior to publication.

Compliance: All content will comply with applicable local, state, and federal laws, including Mississippi’s Consumer Protection Act, and FTC guidelines regarding truth in advertising.

Specific Reference: Provider will adhere to the guidelines outlined by the Mississippi Attorney General regarding marketing claims.

Content Standards: Content will adhere to Client's brand guidelines, which are attached as Exhibit A.

Client Responsibilities

Provision of Assets: Client will provide all necessary brand assets (logos, images, etc.) within [Number] days of request.

Approvals: Client will provide timely approvals for all deliverables within [Number] days of submission.

Access: Client will provide Provider with access to relevant platforms and accounts (e.g., social media accounts, website analytics).

Response Times: Client will respond to inquiries from Provider within [Number] business days.

Location of Services

Option A: Remote Services. Services will be provided remotely.

Option B: Onsite Services. Services will be provided onsite at Client’s business located at [Client's Full Address].

Travel and On-Site Visit Policy: If onsite visits are required, Provider will be reimbursed for travel expenses at the IRS standard mileage rate.

Agency Premises: Services will be primarily provided from the agency's premises.

Third-Party Suppliers

Use of Suppliers: Provider may utilize third-party suppliers (e.g., media outlets, printers) to fulfill the services outlined in this Agreement.

Approval Requirements: Client approval is required prior to engaging any third-party supplier.

Subcontracting: Provider will not subcontract any portion of the services without the prior written consent of Client, which will not be unreasonably withheld. Local Mississippi vendors will be preferred where possible.

Remuneration

Option A: Fixed Fee. Client will pay Provider a fixed fee of [Dollar Amount] per [Time Period, e.g., month, campaign].

Option B: Monthly Retainer. Client will pay Provider a monthly retainer of [Dollar Amount].

Option C: Performance-Based Compensation. Client will pay Provider based on the following performance metrics: [Detailed description of performance metrics and corresponding compensation].

Example: [Dollar Amount] per lead (CPL) or [Percentage]% of sales (CPA).

Mississippi Sales Tax: [Party Responsible for Sales Tax, e.g., Client or Provider] is responsible for the payment of any applicable Mississippi sales tax.

Payment Terms

Invoice Frequency: Provider will invoice Client [Invoice Frequency, e.g., Monthly, Upon Completion of Milestones].

Payment Due Date: Payment is due within [Number] days of the invoice date.

Late Payment Interest: Late payments will accrue interest at the maximum rate allowed by Mississippi law, which is currently [Interest Rate]% per annum.

Dispute Resolution: Any disputes regarding billing must be submitted in writing to Provider within [Number] days of the invoice date.

Payment Method: Payments shall be made via [Payment Method, e.g., ACH transfer, Check].

Confidentiality

Duration: This confidentiality provision shall remain in effect for [Number] years following the termination of this Agreement.

Scope: Both parties agree to hold confidential all non-public information related to the other party’s business, marketing strategies, and customer information.

Reference to Mississippi Uniform Trade Secrets Act: This clause is governed by the Mississippi Uniform Trade Secrets Act.

Exceptions: This confidentiality obligation does not apply to information that is publicly available, already known to the receiving party, or required to be disclosed by law.

Ownership and Intellectual Property

Assignment/Licensing: All creative outputs (copy, graphics, campaigns) created by Provider for Client shall be [Assigned to Client or Licensed to Client]. If licensed, the license shall be [Exclusive or Non-Exclusive] and for the term of [Duration].

Usage Rights: Provider retains the right to use the creative outputs in its portfolio and case studies, unless otherwise agreed upon in writing.

Compliance with Mississippi Copyright and Trademark Law: All intellectual property rights are governed by Mississippi copyright and trademark law.

Compliance with Laws

General Compliance: Both parties agree to comply with all applicable local, state, and federal laws and regulations.

Mississippi Consumer Protection Act: Provider will ensure all marketing activities comply with the Mississippi Consumer Protection Act.

Anti-Spam Laws: Provider will comply with all applicable anti-spam laws.

Data Privacy: Provider will adhere to all applicable data privacy laws and regulations.

Social Media Platform Requirements: Provider will comply with the terms of service and advertising policies of all relevant social media platforms.

Indemnification and Liability

Indemnification: Each party agrees to indemnify and hold harmless the other party from and against any claims, damages, or liabilities arising out of its breach of this Agreement or its negligence or willful misconduct.

Liability Cap: Provider’s maximum liability under this Agreement shall not exceed the total amount paid by Client to Provider under this Agreement.

Disclaimer: Provider is not liable for service interruptions or algorithm changes on third-party platforms, or media errors outside of its direct control.

Performance and Reporting

Reporting Frequency: Provider will provide Client with performance reports on a [Reporting Frequency, e.g., Monthly, Quarterly] basis.

Report Format: Reports will be delivered in [Report Format, e.g., PDF, Spreadsheet].

Report Content: Reports will include the following metrics: [List of metrics, e.g., Website traffic, leads generated, conversion rates].

Mississippi-Specific Data Retention Guidelines: Provider will retain data in accordance with Mississippi-specific data retention guidelines.

Force Majeure

Force Majeure Event: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, government regulations, and natural disasters.

Applicable Mississippi Legal Standards: This clause is subject to applicable Mississippi legal standards for excusable delays.

Termination

Termination for Cause: Either party may terminate this Agreement for cause upon written notice to the other party if the other party breaches this Agreement and fails to cure such breach within [Number] days of receiving written notice.

Termination for Convenience: Client may terminate this Agreement for convenience upon [Number] days’ written notice to Provider.

Mutual Agreement: This agreement may be terminated at any time by mutual written agreement of both parties.

Final Accounting: Upon termination, Provider will provide Client with a final accounting of all fees and expenses.

Client Obligation: Upon termination, Client will be obligated to pay Provider for all services rendered and expenses incurred up to the date of termination.

Wind-Down: Upon termination, Provider will cooperate with Client to wind down any ongoing campaigns and return all Client assets.

Mississippi Notice Delivery: All termination notices must be delivered in accordance with Mississippi law.

Dispute Resolution

Negotiation: The parties agree to first attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation.

Mediation/Arbitration: If negotiation fails, the parties agree to submit the dispute to [Mediation or Arbitration] in [City, Mississippi].

Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi. The exclusive venue for any legal action arising out of or relating to this Agreement shall be in the state and federal courts located in [County Name] County, Mississippi.

Breach Provisions

Late Deliverables: If Provider fails to deliver deliverables by the agreed-upon deadlines, Client may be entitled to [Remedy, e.g., a discount on the fees].

Missed KPIs: If Provider fails to meet the agreed-upon KPIs, Client may be entitled to [Remedy, e.g., a refund].

Unauthorized Use: Unauthorized use of Client materials by Provider will constitute a material breach of this Agreement.

Non-Payment: Failure by Client to make timely payments will constitute a material breach of this Agreement.

Cure Periods: The breaching party shall have [Number] days to cure any breach of this Agreement.

Equal Opportunity and Non-Discrimination

Non-Discrimination: Both parties agree to comply with all applicable equal opportunity and non-discrimination laws in Mississippi.

Non-Solicitation and Non-Compete

Non-Solicitation: During the term of this Agreement and for a period of [Number] years thereafter, neither party will solicit or hire the other party’s employees or customers.

Non-Compete: If permissible under Mississippi law, Provider agrees not to compete with Client within [Geographic Area, e.g., Mississippi] for a period of [Number] years after termination of this agreement, with respect to [Specific Services].

Insurance Requirements

Minimum Coverage: Provider will maintain general liability insurance with a minimum coverage of [Dollar Amount].

Errors and Omissions: Provider will maintain errors and omissions insurance with a minimum coverage of [Dollar Amount].

Cyber Insurance: Provider will maintain cyber liability insurance with a minimum coverage of [Dollar Amount].

Evidence of Coverage: Provider will provide Client with evidence of insurance coverage upon request.

Assignment and Delegation

Restrictions: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party.

Severability

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

Waiver

Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

Entire Agreement

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Change of Scope or Additional Services

Written Agreement Required: Any change of scope or requests for additional services must be documented in a written amendment to this Agreement, signed by both parties.

Mississippi Contract Modification Standards: Amendments to this Agreement are subject to Mississippi contract modification enforceability standards.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. [Marketing Service Provider's Full Legal Name] By: [Name of Authorized Representative] Title: [Title of Authorized Representative] [Client's Full Legal Name] By: [Name of Authorized Representative] Title: [Title of Authorized Representative] Attachments/Appendices:

Exhibit A: Client Brand Guidelines

Exhibit B: [Campaign Brief, Technical Specifications, or Local Market Analysis]