Missouri marketing service contract template

Missouri Marketing Service Contract

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

• [Marketing Service Provider Name], a [State] [Entity Type] with its principal place of business at [Marketing Service Provider Address] (“Provider”), and
• [Client Name], a [State] [Entity Type] with its principal place of business at [Client Address] (“Client”).

1. Scope of Services

• Option A: Provider shall provide the following marketing services to Client (the "Services"):
  • [List of services, e.g., SEO, PPC, Social Media Management, Content Creation]
• Option B: The detailed scope of Services is described in Exhibit A, attached hereto and incorporated by reference.
• Option C: Services will be provided on a project-by-project basis as agreed upon in writing. Each project will be governed by this Agreement, unless otherwise specified in a separate statement of work.

2. Deliverables and Standards

• Option A: Provider shall deliver the following deliverables to Client (the “Deliverables”):
  • [List of deliverables, e.g., monthly reports, website traffic analysis, ad campaigns]
• Option B: All deliverables must meet the acceptance criteria described in Exhibit B, attached hereto and incorporated by reference.
• Option C: Deliverables will be reviewed and approved by [Client Contact Person] within [Number] business days of delivery.
  • If not approved by this date, a revised plan will be resubmitted.

3. Client Responsibilities

• Option A: Client shall provide Provider with the following materials and information:
  • [List of materials, e.g., brand guidelines, logos, images]
• Option B: Client shall provide feedback on Deliverables within [Number] business days.
• Option C: Client shall designate a primary contact person, [Client Contact Person Name], who will be responsible for all communication and approvals.

4. Service Delivery

• Option A: Services will be delivered remotely.
• Option B: Services will be delivered on-site at Client’s premises located at [Client Address].
  • On-site services will be conducted during normal business hours, [Start Time] to [End Time], Monday through Friday.
• Option C: Services will be delivered using a hybrid approach, combining remote and on-site work.

5. Subcontracting

• Option A: Provider shall not subcontract any portion of the Services without the prior written consent of Client.
• Option B: Provider may subcontract the following specific Services:
  • [List of services to be subcontracted, e.g., graphic design, copywriting]
  • Client must be notified in writing a minimum of 5 business days prior to changes in subcontractor roles.
• Option C: All subcontractors shall be bound by the terms of this Agreement, including confidentiality and intellectual property provisions.

6. Fees and Payment

• Option A: Client shall pay Provider a fixed fee of [Dollar Amount] for the Services.
• Option B: Client shall pay Provider an hourly rate of [Dollar Amount] per hour.
• Option C: Client shall pay Provider a retainer fee of [Dollar Amount] per month, plus expenses.
  • The retainer fee covers [Number] hours of service per month. Additional hours will be billed at [Dollar Amount] per hour.

7. Billing and Payment Terms

• Option A: Provider shall invoice Client monthly.
• Option B: Payment is due within [Number] days of the invoice date.
• Option C: Late payments shall accrue interest at the rate of [Percentage]% per month, or the maximum rate permitted by Missouri law, whichever is lower.

8. Expenses

• Option A: Client shall reimburse Provider for all reasonable out-of-pocket expenses, including travel, lodging, and materials.
  • Expenses must be pre-approved by Client in writing.
• Option B: Client shall reimburse Provider for expenses up to a maximum of [Dollar Amount] per month.
• Option C: The expenses covered under this section are listed in Exhibit C, attached hereto and incorporated by reference.

9. Intellectual Property

• Option A: All intellectual property created by Provider in connection with the Services shall be owned by Client upon full payment.
• Option B: Provider retains ownership of its proprietary tools and templates.
• Option C: Provider shall have the right to display non-confidential work in its portfolio.

10. Confidentiality

• Option A: Both parties agree to hold each other’s confidential information in confidence.
  • Confidential information includes, but is not limited to, trade secrets, business plans, and customer lists.
• Option B: The obligations of confidentiality shall survive termination of this Agreement.
• Option C: Provider may disclose confidential information to its employees and subcontractors who have a need to know, provided that such individuals are bound by confidentiality obligations at least as restrictive as those contained herein.

11. Data Protection and Privacy

• Option A: Provider shall comply with all applicable data protection laws, including the CAN-SPAM Act.
• Option B: Provider shall implement reasonable security measures to protect Client’s data.
• Option C: Client is responsible for ensuring its compliance with Missouri and Federal regulations (such as CCPA, HIPAA) pertaining to data gathered or handled as a consequence of Services provided under this Agreement.

12. Compliance Representations and Warranties

• Option A: Both parties warrant that they have the authority to enter into this Agreement.
• Option B: Provider warrants that the Services will be performed in a professional and workmanlike manner.
• Option C: Provider warrants its compliance with Missouri's Merchandising Practices Act, RSMo § 407 et seq.

13. Review and Approval of Creative Assets

• Option A: Client shall have [Number] rounds of revisions for each creative asset.
• Option B: Client shall approve creative assets within [Number] business days of submission.
• Option C: Approval must be provided in writing (email acceptable).

14. Service Performance Standards and Remedies

• Option A: Provider shall respond to Client inquiries within [Number] business hours.
• Option B: Provider shall provide monthly reports on campaign performance.
• Option C: If campaign objectives are not met, Provider shall develop a corrective action plan.

15. Suspension and Termination

• Option A: Either party may terminate this Agreement upon [Number] days written notice.
• Option B: Provider may suspend Services for non-payment.
• Option C: Either party may terminate this Agreement for material breach.

16. Remedies for Breach

• Option A: In the event of a breach of this Agreement, the non-breaching party shall be entitled to damages.
  • Damages shall be limited to the amount of fees paid under this Agreement.
• Option B: Client shall indemnify Provider for any third-party claims arising from Client's content.
• Option C: Provider shall indemnify Client from any third-party claims arising from Provider's negligence.

17. Dispute Resolution

• Option A: Any disputes arising out of or relating to this Agreement shall be resolved through mediation in [City, Missouri].
• Option B: If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.
• Option C: This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri.

18. Force Majeure

• Option A: 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: Force majeure events include, but are not limited to, acts of God, war, and government regulations.
• Option C: The affected party shall notify the other party of the force majeure event as soon as reasonably practicable.

19. Non-Solicitation and Non-Compete

• Option A: During the term of this Agreement and for a period of [Number] months thereafter, Client shall not solicit Provider’s employees.
• Option B: During the term of this Agreement and for a period of [Number] months thereafter, Provider shall not provide competing services to Client’s direct competitors within a [Number] mile radius of [Client Address].
  • This section applies only if permissible under Missouri law.
• Option C: Both parties agree not to solicit or hire each other's employees for 1 year following termination of this agreement.

20. Assignment

• Option A: Neither party may assign this Agreement without the prior written consent of the other party.
• Option B: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
• Option C: Assignment must be requested in writing a minimum of 30 business days prior to change.

21. Insurance

• Option A: Provider shall maintain professional liability insurance with a minimum coverage of [Dollar Amount].
• Option B: Provider shall provide Client with proof of insurance upon request.
• Option C: Provider shall maintain general commercial liability insurance with a minimum coverage of [Dollar Amount].

22. Sector-Specific Compliance

• Option A: Provider shall comply with all applicable advertising laws and regulations for [Industry, e.g., alcohol, healthcare, financial].
• Option B: Client is responsible for ensuring any content they provide is compliant with all applicable regulations for [Industry, e.g., alcohol, healthcare, financial].
• Option C: All marketing and advertising copy will require client approval prior to publication.

23. Updates and Modifications

• Option A: Any modifications to this Agreement must be in writing and signed by both parties.
• Option B: This Agreement constitutes the entire agreement between the parties.
• Option C: This Agreement supersedes all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to the subject matter hereof.

24. Severability and Notices

• Option A: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Option B: All notices under this Agreement shall be in writing and sent to the addresses set forth above.
• Option C: Notice shall be deemed given upon personal delivery or [Number] days after mailing by certified mail.

25. Appendices and Schedules

• Option A: Exhibit A: Scope of Services
• Option B: Exhibit B: Acceptance Criteria
• Option C: Exhibit C: Approved Expenses

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]