New Jersey marketing service contract template

New Jersey Marketing Service Contract

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

• [Marketing Service Provider Legal Name], a [State] [Entity Type, e.g., LLC] with its principal place of business at [Provider Address], hereinafter referred to as "Provider,"
• and
• [Client Legal Name], a [State] [Entity Type, e.g., Corporation] with its principal place of business at [Client Address], hereinafter referred to as "Client."

Provider Information:

• Address: [Provider Address]
• Phone: [Provider Phone]
• Email: [Provider Email]
• Tax ID (if applicable): [Provider Tax ID]

Client Information:

• Address: [Client Address]
• Phone: [Client Phone]
• Email: [Client Email]
• Tax ID (if applicable): [Client Tax ID]

1. Scope of Services

• Option A: The Provider shall provide the following marketing services to the Client: [Description of Services, e.g., Digital Marketing, SEO, Social Media Management]. A detailed description of the services is included in Schedule A, attached hereto.
• Option B: The Provider shall provide marketing services to the Client as described in individual project proposals, each of which shall be incorporated into this Agreement upon written approval by both parties.
• Option C: (Specific Service Examples - choose and adapt)
  • Digital Marketing: Development and execution of digital marketing campaigns across platforms including [Platforms, e.g., Google Ads, Facebook, LinkedIn], search engine optimization (SEO), and email marketing.
  • Advertising Campaigns: Creation and placement of advertisements in [Media Outlets, e.g., Print, Radio, Online], adhering to all applicable New Jersey advertising regulations.
  • Social Media Management: Management of Client's social media accounts, including content creation, community engagement, and performance reporting.
  • Search Engine Marketing: Paid search advertising (PPC) and organic SEO strategies to improve Client's search engine rankings in New Jersey markets.
  • Public Relations: Media outreach, press release distribution, and crisis communications.
  • Influencer Outreach: Identification and engagement of relevant influencers to promote Client's products or services.
  • Graphic Design: Creation of marketing materials, including logos, brochures, and website graphics.
  • Paid Ad Placements: Securing and managing paid ad placements in targeted media outlets.
  • SEO Optimization: On-page and off-page optimization of Client's website to improve search engine rankings.
  • Content Creation: Writing and editing blog posts, articles, website copy, and other marketing content.
  • Brand Strategy: Developing and implementing a comprehensive brand strategy for Client.
  • Analytics and Reporting: Tracking and analyzing marketing campaign performance, providing regular reports to Client.
• Description Tailoring: All services will be tailored to the Client’s specific business goals and the New Jersey market, adhering to local advertising norms.

2. Scope of Work & Deliverables

• Option A: The scope of work for each service is defined in Schedule B, attached hereto. This includes specific channels, campaign objectives, key deliverables, and timelines.
• Option B: The scope of work for each project will be outlined in a separate project proposal, which must be approved in writing by both parties before work commences.
• Option C: (Specific Deliverables - adapt as needed)
  • Channel Specifications: Campaigns will run on [Platforms, e.g., Facebook, Instagram, Google Ads], targeted to audiences within [Geographic Area within NJ].
  • Campaign Objectives: Increase website traffic by [Percentage]% within [Timeframe]. Generate [Number] leads per month.
  • Key Deliverables: [List Deliverables, e.g., Monthly performance reports, Ad creatives, Landing pages].
  • Quantity & Format: [Number] blog posts per month, in [Format, e.g., .docx, PDF].
  • Frequency/Timing/Duration: Campaigns will run for [Duration, e.g., 3 months], with daily monitoring and weekly performance reviews.
  • Geographic Targeting: Targeting specific New Jersey counties or cities, such as [List Counties/Cities].
  • Compliance: All marketing materials will comply with New Jersey advertising regulations, including but not limited to N.J.S.A. § 56:8-1 et seq. concerning truthful advertising.

3. Performance Standards and Reporting

• Option A: Provider will meet the performance standards as outlined in Schedule C, attached hereto.
• Option B: Performance will be measured against key performance indicators (KPIs) mutually agreed upon in writing before the start of each project.
• Option C:
  • Key Performance Indicators (KPIs): Examples include website traffic, lead generation, conversion rates, social media engagement, and return on ad spend (ROAS).
  • Reporting Frequency: Provider will provide performance reports to Client on a [Frequency, e.g., weekly, monthly] basis.
  • Report Format: Reports will be delivered in [Format, e.g., PDF, Excel, Online Dashboard].
  • Performance Evaluation: Performance will be evaluated against agreed-upon benchmarks and targets.
• New Jersey Specific Compliance Reporting: Provider will document and report on all compliance efforts related to New Jersey advertising regulations.

4. New Jersey Advertising Regulations & Compliance

• Option A: All marketing materials will comply with all applicable local, state, and federal laws and regulations, including but not limited to N.J.S.A. § 56:8-1 et seq. concerning consumer fraud and deceptive business practices.
• Option B: Provider is responsible for ensuring compliance with all relevant New Jersey advertising regulations, including those related to specific industries such as cannabis, alcohol, tobacco, or gambling. (Delete if not applicable).
• Option C:
  • Truthful Advertising: All advertising claims will be truthful and substantiated.
  • Misleading Practices: Provider will avoid any misleading, deceptive, or unfair practices in its marketing activities.
  • Email Compliance: All email marketing will comply with N.J.A.C. 13:45D and the federal CAN-SPAM Act.
  • Telemarketing Compliance: All telemarketing activities will comply with N.J.A.C. 13:45D-2, the federal Telephone Consumer Protection Act (TCPA), and the National Do Not Call Registry.
  • Unsolicited Commercial Messaging: Provider will adhere to all restrictions on unsolicited commercial messaging.
• Attorney General Guidelines: Marketing will adhere to the guidelines of the New Jersey Attorney General’s Division of Consumer Affairs.

5. Roles and Responsibilities

• Option A: The roles and responsibilities of each party are outlined in Schedule D, attached hereto.
• Option B:
  • Provider Responsibilities: Development and execution of marketing campaigns, creation of marketing materials, and performance reporting.
  • Client Responsibilities: Providing timely feedback and approvals, supplying necessary materials (e.g., branding assets, legal disclaimers), and providing accurate information.
• Client Approval Deadlines: Client must provide feedback and approvals within [Number] days of receiving materials from Provider.
• Materials Provision: Client shall provide all necessary branding assets and legal disclaimers to Provider within [Number] days of the effective date of this Agreement.

6. Location of Service Delivery

• Option A: Services will be delivered remotely.
• Option B: Services will be delivered at [Location, e.g., Provider's office, Client's office].
• Option C:
  • In-Person Work: If in-person work is required, it will take place at [Location].
  • Remote Options: Provider offers remote service delivery options.
  • Travel: Travel within New Jersey may be required for [Purpose, e.g., client meetings, events].
• Event & Activation Provisions: If the services involve events or activations within New Jersey, Provider will comply with all applicable health and safety regulations.

7. Service Fees and Payment

• Option A: The total project cost is [Amount], payable as outlined in Schedule E, attached hereto.
• Option B: Provider will be paid a monthly retainer of [Amount].
• Option C: Provider will be paid on a performance-based pricing model, as outlined in Schedule E.
• Payment Terms:
  • Total Project Cost: [Amount].
  • Retainer: [Amount].
  • Performance-Based Pricing: As outlined in Schedule E.
  • Hourly Rate: [Amount] (if applicable).
  • Invoicing Cycle: Provider will invoice Client [Frequency, e.g., monthly].
  • New Jersey Sales Tax: Applicable New Jersey sales tax will be added to invoices. Provider’s Sales Tax ID is [Sales Tax ID].
  • Late Payment Penalties: Late payments will be subject to a penalty of [Percentage]% per month.

8. Expense Approval and Reimbursement

• Option A: Client will reimburse Provider for reasonable expenses incurred in connection with the services, as outlined in Schedule F, attached hereto.
• Option B: All expenses must be pre-approved in writing by Client.
• Reimbursement Requirements: Provider must submit receipts for all expenses. Reimbursement will be based on actual expenses.
• Adherence to Client Policies: Provider will adhere to Client's expense policies.

9. Intellectual Property Rights

• Option A: Ownership and usage of deliverables, campaign data, drafts, and work product are governed by Schedule G, attached hereto.
• Option B: All intellectual property rights in and to the deliverables shall remain the property of Provider until Client has paid all fees due under this Agreement. Upon full payment, ownership shall transfer to Client.
• Ownership of Deliverables: Upon full payment, ownership of all deliverables will transfer to Client.
• Provider's Portfolio Usage: Provider retains the right to use deliverables in its portfolio, subject to Client's prior written approval.

10. Confidentiality and Non-Disclosure

• Option A: Both parties agree to hold confidential all commercial, customer, marketing strategy, and proprietary data, as outlined in Schedule H, attached hereto.
• Option B: Confidentiality obligations shall survive the termination of this Agreement.
• Scope of Confidential Information: Includes but is not limited to customer lists, pricing information, marketing plans, and trade secrets.
• Duration: The confidentiality obligations shall remain in effect for [Number] years after the termination of this Agreement.
• New Jersey Trade Secrets Act: This clause is subject to the provisions of the New Jersey Trade Secrets Act.

11. Personal Data Handling

• Option A: Provider will comply with all applicable New Jersey and federal privacy laws, including but not limited to the New Jersey Identity Theft Prevention Act, CAN-SPAM Act, and COPPA.
• Option B: Provider will implement appropriate data security measures to protect personal data.
• Compliance with Privacy Laws: Provider will handle personal data in compliance with all applicable privacy laws.
• Data Security: Provider will implement appropriate security measures to protect personal data from unauthorized access, use, or disclosure.

12. Quality Assurance and Acceptance

• Option A: Client shall have [Number] days to review and approve deliverables.
• Option B: Acceptance criteria and defect correction processes are outlined in Schedule I, attached hereto.
• Client Review Period: Client has [Number] days to review and approve deliverables.
• Revision Rounds: Provider will provide [Number] rounds of revisions.
• Defect Correction: Provider will correct any defects in the deliverables within a reasonable timeframe.

13. Change Orders

• Option A: Any changes to the scope of work must be documented in a written change order, signed by both parties.
• Option B: Change orders will include adjustments to timelines and fees.
• Written Change Orders: All change orders must be in writing and signed by both parties.
• Adjustments to Timelines and Fees: Change orders will include adjustments to timelines and fees, as necessary.

14. 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, terrorism, and natural disasters.
• Notification Requirement: The affected party must notify the other party of the force majeure event within [Number] days.
• Resumption or Termination: If the force majeure event continues for more than [Number] days, either party may terminate this Agreement.

15. Termination

• Option A: Either party may terminate this Agreement for cause upon [Number] days written notice.
• Option B: Client may terminate this Agreement for convenience upon [Number] days written notice.
• Termination for Cause: Either party may terminate for cause (e.g., breach of contract) upon written notice.
• Termination for Convenience: Client may terminate for convenience upon written notice.
• Payment for Work Performed: Upon termination, Client will pay Provider for all work performed up to the date of termination.
• Early Termination Fees: Early termination may be subject to fees as detailed in Schedule J.

16. Breach Consequences

• Option A: In the event of a breach of this Agreement, the non-breaching party shall be entitled to damages, including but not limited to direct, consequential, and incidental damages.
• Option B: Damages for late delivery, non-performance, unauthorized disclosure, non-payment, or unapproved use of intellectual property.
• Damages for Late Delivery: [Specific Amount/Formula]
• Damages for Non-Performance: [Specific Amount/Formula]
• Damages for Unauthorized Disclosure: [Specific Amount/Formula]
• Damages for Non-Payment: [Specific Amount/Formula]
• Damages for Unapproved Use of IP: [Specific Amount/Formula]

17. Indemnification

• Option A: Each party agrees to indemnify and hold harmless the other party from and against any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with its performance under this Agreement.
• Option B: Specifically related to advertising content compliance, copyright infringement, or regulatory violations under New Jersey law.
• Provider Indemnification: Provider agrees to indemnify Client from claims related to advertising content or copyright infringement.
• Client Indemnification: Client agrees to indemnify Provider from claims related to information provided by Client.

18. Insurance

• Option A: Provider shall maintain professional liability insurance, errors and omissions insurance, and general liability insurance at levels customary for New Jersey marketing agencies.
• Option B: Provider shall provide proof of insurance coverage to Client upon request.
• Required Insurance: Professional liability, errors and omissions, and general liability insurance.
• Proof of Coverage: Provider will provide proof of insurance upon request.

19. Dispute Resolution

• Option A: Any disputes arising out of or in connection with this Agreement shall be resolved through good faith negotiation, followed by mediation or arbitration.
• Option B: Venue and governing law shall be exclusively in New Jersey.
• Good Faith Negotiation: The parties will first attempt to resolve any disputes through good faith negotiation.
• Mediation or Arbitration: If negotiation fails, the parties will submit the dispute to mediation or arbitration.
• Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. Venue shall be in [County, e.g., Bergen County, Hudson County], New Jersey.

20. Industry-Specific Compliance

• Option A: If applicable, Provider will comply with all industry-specific compliance certifications and statements for regulated industries such as healthcare or financial services.
• Option B: Referencing New Jersey Department of Banking and Insurance or Department of Health guidance, if relevant.
• Healthcare Compliance: If applicable, Provider will comply with all relevant healthcare regulations.
• Financial Services Compliance: If applicable, Provider will comply with all relevant financial services regulations.

21. Anti-Kickback, Anti-Bribery, and Non-Collusion

• Option A: Provider and Client agree to comply with all applicable anti-kickback, anti-bribery, and non-collusion laws, including NJSA Title 2C.
• Option B: This applies specifically to marketing involving government contracts, procurement, or public-sector clients.
• Compliance with NJSA Title 2C: Both parties agree to comply with NJSA Title 2C.
• Applicable to Government Contracts: This clause applies specifically to marketing involving government contracts.

22. Warranty Disclaimers

• Option A: Provider makes no warranties regarding campaign outcomes, as results are subject to uncontrollable variables such as platform algorithm changes.
• Option B: Client is responsible for compliance with third-party platform terms (e.g., Google, Meta).
• No Guarantee of Outcomes: Provider makes no warranties regarding specific campaign outcomes.
• Client Responsibility for Platform Compliance: Client is responsible for compliance with third-party platform terms.

23. Record Retention

• Option A: Provider shall retain records related to this Agreement for a period of [Number] years, in accordance with New Jersey contract and tax law requirements.
• Retention Period: [Number] years.
• Compliance with NJ Law: Record retention will comply with New Jersey contract and tax law.

24. Authorized Signatories and Amendments

• Option A: All amendments to this Agreement must be in writing and signed by both parties.
• Authorized Signatories: [Provider Name] and [Client Name] are the authorized signatories for this Agreement.
• Written Amendments Required: All amendments must be in writing and signed by both parties.

25. Compliance with New Jersey Law & Municipal Requirements

• Option A: Both parties agree to comply with all applicable New Jersey laws and municipal requirements related to licensure, permits, and certificates for marketing events or installations.
• Licensure and Permits: Both parties will comply with all applicable licensure and permit requirements.
• Compliance with Municipal Requirements: Both parties will comply with all applicable municipal requirements.

26. Limitation of Liability

• Option A: Provider's liability under this Agreement shall be limited to the amount of fees paid by Client to Provider.
• Option B: Carve-outs for willful misconduct, gross negligence, data breaches, or regulatory violations.
• Liability Cap: Provider's liability is capped at the amount of fees paid by Client.
• Exceptions: The liability cap does not apply to willful misconduct, gross negligence, data breaches, or regulatory violations.

27. Exclusivity

• Option A: This Agreement is non-exclusive, and Provider is free to work with other clients.
• Option B: (If Exclusivity is Required): This Agreement is exclusive. Provider is prohibited from working with other clients in the [Industry] industry within the [Geographic Area] area during the term of this Agreement.
• Non-Exclusive Agreement: Provider is free to work with other clients.
• (If Applicable) Exclusive Agreement: Provider is prohibited from working with other clients in the same industry.

28. Subcontracting

• Option A: Provider may subcontract certain services under this Agreement, subject to Client's prior written approval.
• Option B: Provider is responsible for ensuring that all subcontractors comply with the terms of this Agreement.
• Client Approval Required: Provider must obtain Client's prior written approval before subcontracting any services.
• Subcontractor Compliance: Provider is responsible for ensuring that all subcontractors comply with the terms of this Agreement.
• Subcontractor Vetting Requirements: Provider shall only utilize vetted subcontractors with proven experience within New Jersey.

29. Incorporated Schedules/Appendices

• The following schedules/appendices are incorporated into this Agreement:
  • Schedule A: Description of Services
  • Schedule B: Scope of Work
  • Schedule C: Performance Standards
  • Schedule D: Roles and Responsibilities
  • Schedule E: Service Fees and Payment
  • Schedule F: Expense Approval and Reimbursement
  • Schedule G: Intellectual Property Rights
  • Schedule H: Confidentiality and Non-Disclosure
  • Schedule I: Quality Assurance and Acceptance
  • Schedule J: Termination Fees

30. Acknowledgment

• Both parties acknowledge that they have read this Agreement, understand its terms, and voluntarily agree to be bound by them.
• Both parties have had the opportunity to seek independent legal counsel.

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

[Marketing Service Provider Legal Name]

By: [Provider Name]

Title: [Provider Title]

[Client Legal Name]

By: [Client Name]

Title: [Client Title]