New York marketing service contract template

New York Marketing Service Contract

This New York Marketing Service Contract is made and entered into as of [Date] by and between:

• [Marketing Service Provider Legal Name], a [Entity Type, e.g., Corporation] organized and existing under the laws of New York, with its principal place of business at [Address], and NYS Registration Number [Registration Number] (“Provider”); and
• [Client Legal Name], a [Entity Type, e.g., LLC] organized and existing under the laws of New York, with its principal place of business at [Address] (“Client”).

1. Scope of Services

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

• Option A: Digital Marketing
  • SEO: [Details, e.g., Keyword research, on-page optimization, link building, technical SEO audit (specify number), targeting New York geo-specific keywords]; Deliverables: [Deliverables, e.g., Keyword ranking reports, SEO strategy document, on-page optimization recommendations, monthly reports].
  • SEM/PPC: [Details, e.g., Google Ads campaign management, keyword targeting, ad copy creation, bid optimization, targeting New York area codes]; Deliverables: [Deliverables, e.g., PPC campaign reports, ad copy variations, keyword performance analysis].
  • Social Media Management: [Details, e.g., Content creation, community management, social media advertising, campaign execution, targeting New York audience demographics]; Deliverables: [Deliverables, e.g., Social media content calendar, engagement reports, campaign performance metrics].
  • Influencer Marketing: [Details, e.g., Influencer identification and outreach, campaign management, content review, focusing on New York-based influencers]; Deliverables: [Deliverables, e.g., Influencer list, campaign performance reports, content approvals].
• Option B: Traditional Advertising
  • Print Advertising: [Details, e.g., Ad design, placement in New York-based publications (specify publications)]; Deliverables: [Deliverables, e.g., Ad design, placement schedule, tear sheets].
  • Radio Advertising: [Details, e.g., Script writing, production, placement on New York radio stations (specify stations)]; Deliverables: [Deliverables, e.g., Radio ad script, production schedule, airtime confirmation].
  • TV Advertising: [Details, e.g., Commercial production, placement on New York television stations (specify stations)]; Deliverables: [Deliverables, e.g., TV commercial, production schedule, airtime confirmation].
• Option C: Content Creation
  • Copywriting: [Details, e.g., Website copy, blog posts, marketing materials, specifically tailored to New York audience]; Deliverables: [Deliverables, e.g., Website copy drafts, blog post drafts, marketing material drafts].
  • Graphics: [Details, e.g., Logo design, website graphics, social media images]; Deliverables: [Deliverables, e.g., Logo files, website graphics, social media images].
  • Video: [Details, e.g., Video production, editing, animation, optimized for New York-specific content]; Deliverables: [Deliverables, e.g., Video files, storyboards, scripts].
• Option D: Branding Strategy
  • [Details, e.g., Brand positioning, messaging, visual identity, specifically relevant to New York market trends]; Deliverables: [Deliverables, e.g., Brand guidelines, brand strategy document, style guide].
• Option E: Market Research
  • [Details, e.g., Surveys, focus groups, competitive analysis, focused on New York consumers]; Deliverables: [Deliverables, e.g., Market research reports, survey results, competitor analysis].
• Option F: Analytics and Reporting
  • [Details, e.g., Website analytics, social media analytics, campaign performance tracking, customized for New York-specific campaigns]; Deliverables: [Deliverables, e.g., Monthly reports, custom dashboards, performance summaries].
• Option G: Event Promotion
  • [Details, e.g., Event planning, marketing, promotion in New York; Deliverables: [Deliverables, e.g., Event marketing plan, promotional materials, registration reports].
• Option H: Email Marketing
  • [Details, e.g., Email list management, campaign design, email automation, compliant with CAN-SPAM and NY privacy laws]; Deliverables: [Deliverables, e.g., Email templates, campaign reports, list segmentation strategy].
• Option I: Campaign Strategy
  • [Details, e.g., Development of marketing campaigns, targeting New York market segments]; Deliverables: [Deliverables, e.g., Campaign strategy document, budget allocation, timeline].
• Option J: Media Buying
  • [Details, e.g., Negotiating and purchasing ad space in New York media outlets]; Deliverables: [Deliverables, e.g., Media plan, insertion orders, proof of placement].
• Option K: Public Relations
  • [Details, e.g., Press releases, media outreach to New York media outlets]; Deliverables: [Deliverables, e.g., Press releases, media contact list, media coverage reports].

Timeline: [Start Date] to [End Date]. Project phases, delivery milestones, and frequency of progress updates: [Details]. Acceptance criteria for each deliverable: [Details].

Client Responsibilities: [Details, e.g., Approval windows for creative materials, provision of branding assets, timely feedback cycles, access to necessary digital accounts or platforms].

Services will be provided [Remote/Client Premises/On-Location in New York]. Travel expense policies in accordance with NYS sales tax and labor law: [Details].

2. Compensation

The Client shall pay the Provider for the services rendered as follows:

• Option A: Fixed Price: [Amount] for the entire project.
• Option B: Retainer: [Amount] per month.
• Option C: Recurring Monthly Charges: [Amount] per month, plus [Details of additional charges].
• Option D: Performance-Based Compensation: [Details, e.g., Percentage of sales, leads generated, etc.].

Invoicing Schedule: [Details, e.g., Monthly, upon completion of milestones].

Late Fee Provisions: [Details, e.g., Percentage or fixed amount].

All payments are subject to applicable New York tax rules, including sales tax on advertising-related services: [Details].

3. Changes in Scope

Any changes to the scope of services must be agreed upon in writing by both parties in a change order or addendum. The change order or addendum will outline the new services, associated fees, and any adjustments to the timeline.

4. Intellectual Property

Ownership of intellectual property relating to campaign assets, raw data, marketing strategies, and creative works:

• Option A: Client shall own all intellectual property upon full payment.
• Option B: Provider shall retain ownership of strategies and raw data, but Client shall own campaign assets upon full payment.

Provider retains the right to use work for portfolio purposes subject to client approval.

5. Confidentiality

Both parties agree to hold confidential the other party’s commercial, technical, and customer information. This includes, but is not limited to, trade secrets, financial information, customer lists, and marketing strategies.

The terms of this clause are supported by a separate Non-Disclosure Agreement (NDA) [Details, e.g., Time-limited, perpetual] and compliance with the NY SHIELD Act requirements.

6. Non-Solicitation and Non-Competition

• Option A: During the term of this agreement and for a period of [Number] months following termination, Client agrees not to solicit or hire any employees or contractors of Provider. This is limited by New York constraints, including specific geographic/duration caps and enforceability warnings as per recent NYS legislative trends.
• Option B: Non-solicitation clause only.
• Option C: No non-solicitation or non-competition clause.

Non-Disparagement: [Optional clause prohibiting disparaging statements].

7. Regulatory Compliance

Provider shall comply with all applicable New York and federal advertising, privacy, and consumer protection laws, including:

• NY General Business Law § 349
• NYS AG guidelines for advertising
• CAN-SPAM for email marketing
• FTC disclosure rules for endorsements
• TCPA for telemarketing
• CCPA/SHIELD Act for data security.

For marketing to minors or regulated industries (alcohol, health, finance), Provider shall comply with applicable NY statutes and industry self-regulation (e.g., NY Alcoholic Beverage Control Law, ASC/SRO codes).

8. Quality Assurance and Reporting

Provider shall implement the following quality assurance and reporting mechanisms:

• Clear, recent KPIs tailored to New York markets.
• Required action plans in case of missed targets.
• Frequency of performance reviews: [Frequency].
• Client has the right to audit supplier activities: [Details].

9. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this agreement if such failure is caused by a force majeure event.

Qualifying incidents include: government orders, public health emergencies in NY, [Details of other qualifying incidents].

Required notice procedures: [Details]. Options for pausing or terminating services: [Details].

10. Termination

This agreement may be terminated under the following conditions:

• Breach of contract.
• Non-payment.
• Insolvency.
• Convenience with [Number] days' notice.

All terminations require specified NYS notice periods (typically 10–30 days depending on contract value).

Settlement procedures for outstanding fees: [Details]. Post-termination return or destruction of confidential and client-owned materials: [Details].

11. Liability Limitations

Liability limitations are within what is permitted in NY, explicitly excluding indemnity for willful misconduct or statutory violations, capping consequential damages: [Amount or method for calculating cap].

Provider indemnification for third-party IP or regulatory claims arising from marketing materials or practices: [Details].

12. Dispute Resolution

Disputes shall be resolved as follows:

• Good faith negotiation.
• Escalation to senior leadership.
• Optional mediation or arbitration in New York County.
• New York law and courts as the exclusive jurisdiction.

Forum selection clause: [Details].

13. Entire Agreement

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

Amendment procedures: in writing, signed by both parties. Electronic execution is valid per New York Electronic Signatures and Records Act.

14. Representations and Warranties

Both parties represent and warrant that they are duly organized, have authority to contract in New York, and that all services/materials provided will comply with all applicable New York and federal laws.

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

[Marketing Service Provider Legal Name]

By: [Name]

Title: [Title]

[Client Legal Name]

By: [Name]

Title: [Title]

Exhibits:

• Service Schedules: [Details]
• Campaign Calendars: [Details]
• Creative or Technical Standards: [Details]
• Regulatory Compliance Checklists: [Details]