North Dakota marketing service contract template

North Dakota Marketing Services Contract

This North Dakota Marketing Services Contract (the "Agreement") is made and entered into as of [Date], by and between:

• [Service Provider Full Legal Name], a [State of Formation] [Business Entity Type] with its principal place of business at [Service Provider Business Address] ("Service Provider"), and
• [Client Full Legal Name], a [State of Formation] [Business Entity Type] with its principal place of business at [Client Business Address] ("Client").

Service Provider Contact Information: Name: [Service Provider Contact Name], Phone: [Service Provider Phone Number], Email: [Service Provider Email Address]
Client Contact Information: Name: [Client Contact Name], Phone: [Client Phone Number], Email: [Client Email Address]

1. Scope of Marketing Services

• Option A: The Service Provider will provide the following marketing services to the Client: [Detailed Description of Marketing Services, e.g., Digital Marketing Strategy, Social Media Management, SEO/SEM Campaigns, Content Creation, Email Marketing].
• Option B: The Service Provider will provide the marketing services as detailed in Exhibit A, attached hereto and incorporated by reference.
• Specific Project Types:
  • Digital Marketing: [Description of Digital Marketing Services]
  • Print Media: [Description of Print Media Services]
  • Social Media Campaigns: [Description of Social Media Campaigns]
  • Content Creation: [Description of Content Creation Services]
  • SEO/SEM: [Description of SEO/SEM Services]
  • Email Campaigns: [Description of Email Campaign Services]
  • Branding: [Description of Branding Services]
  • Market Research: [Description of Market Research Services]
• Deliverables:
  • Ad Creatives: [Description of Ad Creatives Deliverables]
  • Campaign Analytics: [Description of Campaign Analytics Deliverables]
  • Content Calendars: [Description of Content Calendar Deliverables]
  • Reports: [Description of Report Deliverables]

2. Responsibilities of the Parties

• Option A: Service Provider Responsibilities: The Service Provider will be responsible for [List of Service Provider Responsibilities, e.g., developing marketing strategies, creating marketing materials, managing marketing campaigns, providing regular reports].
• Option B: Client Responsibilities: The Client will be responsible for [List of Client Responsibilities, e.g., providing necessary information and materials, approving marketing materials, providing timely feedback, granting access to necessary accounts].
• Client Requirements:
  • Approval Turnarounds: [Specify Approval Turnaround Time]
  • Content Supply: [Specify Content Supply Requirements]
  • Timely Feedback: [Specify Timely Feedback Requirements]
  • Access: [Specify Access Provided by Client, e.g., social media accounts, website analytics, advertising platforms]

3. Software, Platforms, and Third-Party Services

• Option A: The following software, platforms, and third-party services will be used in the performance of this Agreement: [List of Software, Platforms, and Services, e.g., Google Analytics, Facebook Ads Manager, Mailchimp]. The Service Provider will ensure compliance with all applicable North Dakota data privacy and advertising laws.
• Option B: All software, platforms, and third-party services must be pre-approved in writing by the client, including a review of their privacy policy and terms of service.

4. Project Milestones and Timelines

• Option A: The project will be completed according to the following milestones and timelines: [Detailed List of Project Milestones, Start Dates, End Dates, Reporting Frequency, and Acceptance Criteria for Each Deliverable].
• Option B: Project Milestones will be outlined in Exhibit B, attached hereto and incorporated by reference.
• Acceptance Criteria: [Detailed description of the acceptance criteria for the deliverables]

5. Service Location

• Option A: The services will be performed remotely.
• Option B: The services will be performed on-site at [Client Business Address] in North Dakota.
  • Travel Arrangements: [Description of Travel Arrangement Protocols]
  • Expense Reimbursement: [Description of Expense Reimbursement Protocols]
  • Compliance: The Service Provider will comply with all local business licensing requirements in North Dakota.

6. Payment Terms

• Option A: The Client will pay the Service Provider a fixed fee of [Dollar Amount] for the services provided under this Agreement.
• Option B: The Client will pay the Service Provider an hourly rate of [Dollar Amount] per hour for the services provided under this Agreement.
• Option C: The Client will pay the Service Provider a retainer fee of [Dollar Amount] per [Time Period, e.g., month] for the services provided under this Agreement.
• Option D: The payment will be performance-based according to the following criteria: [Detailed Description of Performance-Based Payment Criteria].
• Itemization of Service Charges: [Itemized List of Service Charges]
• Out-of-Pocket Expenses: Approved out-of-pocket expenses will be reimbursed to the Service Provider upon presentation of receipts.
• Invoicing Provisions: The Service Provider will submit invoices to the Client [Invoice Frequency, e.g., monthly].
• Due Dates: Payment is due within [Number] days of the invoice date.
• North Dakota Tax Considerations: [State Sales and Use Tax Information, if applicable].

7. Intellectual Property

• Option A: The Service Provider will retain ownership of all intellectual property created in connection with this Agreement. The Client will be granted a non-exclusive license to use the intellectual property for [Specific Use, e.g., marketing purposes].
• Option B: Upon full payment, all intellectual property created in connection with this Agreement will be owned by the Client.
• Licenses Granted: [Detailed Description of Licenses Granted]
• Permitted Uses: [Detailed Description of Permitted Uses]
• Transfer of Copyright: [Detailed description of the terms of copyright transfer upon payment]
• Provider's Portfolio Use: The Service Provider may [May / May Not] use the Client's project in its portfolio with Client’s written consent.
• Client-Supplied IP: The Client retains all ownership of its pre-existing intellectual property.

8. Compliance with Laws

The Service Provider will comply with all applicable federal and North Dakota state marketing, advertising, consumer protection, and privacy regulations, including the CAN-SPAM Act, TCPA, North Dakota telemarketing regulations, and North Dakota's deceptive trade practices law (N.D.C.C. ch. 51-15).
Digital privacy and cybersecurity will be handled in line with North Dakota law, especially regarding data handling, breach notification, and obligations when dealing with minors or sensitive data.
The Service Provider will adhere to regulatory restrictions for specific industries with additional marketing rules (e.g., healthcare, alcohol, financial services as regulated by North Dakota law).

9. Confidentiality

The parties agree to keep confidential all proprietary and trade secret information disclosed by the other party in connection with this Agreement. This obligation will survive termination of this Agreement for a period of [Number] years.
Exceptions: The obligation of confidentiality will not apply to information that is required to be disclosed by law.

10. Quality Assurance

The Service Provider will maintain quality assurance standards to ensure the services provided meet the Client's expectations.
Measurable Service Level Benchmarks: [Description of Measurable Service Level Benchmarks, e.g., minimum click rates, engagement levels] if contractually promised
Client Acceptance Procedures: [Detailed Description of Procedures and Timeframes for Client Acceptance or Requests for Revision].

11. Maintenance and Support

• Option A: The Service Provider will provide ongoing maintenance and support for the services provided under this Agreement for a period of [Number] [Time Period, e.g., months].
• Option B: No maintenance and support will be provided.
• Escalation and Response Timelines: [Description of Escalation and Response Timelines]

12. Change Orders

Any changes to the scope of services under this Agreement must be documented in a written change order signed by both parties.
Documentation Requirements: [Description of Documentation Requirements]
Approval Steps: [Description of Approval Steps]
Pricing Impact: [Description of Pricing Impact]
Effect on Project Timetable: [Description of Effect on Project Timetable]

13. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under this Agreement due to a force majeure event, including acts of God, war, terrorism, or natural disasters, as recognized under North Dakota law.
Procedures for Rescheduling: [Description of Procedures for Rescheduling]
Service Suspension: [Description of Service Suspension Procedures]
Contract Termination: [Description of Contract Termination Procedures]

14. Termination

• Option A: This Agreement may be terminated by either party upon [Number] days written notice to the other party.
• Option B: This Agreement may be terminated immediately by either party if the other party breaches this Agreement.
• Option C: This agreement can be terminated by mutual written consent.
• Handling of Partial Completion: [Description of how partial completion will be handled]
• Settlement of Accounts: [Description of how accounts will be settled upon termination]
• Minimum Notice and Cure Periods: Compliant with North Dakota practices

15. Remedies and Liabilities

In the event of a breach of this Agreement, the non-breaching party will be entitled to seek all available remedies under North Dakota law, including damages and injunctive relief.
Indemnification Duties: [Description of Indemnification Duties]
Liability Limitations: [Description of Liability Limitations, consistent with North Dakota contract law]

16. Dispute Resolution

The parties agree to first attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation.
If negotiation fails, the parties agree to submit the dispute to mediation in North Dakota.
If mediation fails, the parties may pursue litigation in the state or federal courts located in North Dakota.
Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of North Dakota.

17. Subcontractors

• Option A: The Service Provider may subcontract certain services under this Agreement.
• Option B: The Service Provider may not subcontract any services under this Agreement without the Client's prior written consent.
• Client Consent Required: [Specify if client consent is required for subcontractor use]
• Subcontractor Compliance: The Service Provider will ensure that all subcontractors comply with the terms of this Agreement and all applicable North Dakota laws.
  Liability: The Service Provider will be liable for the acts of its subcontractors.

18. Insurance

The Service Provider will maintain the following insurance coverage: general liability insurance, professional liability insurance, and, if applicable, cyber liability insurance.
Proof of Insurance: The Service Provider will provide proof of insurance to the Client upon request.
Minimum Coverage Amounts: Suited to North Dakota market expectations.

19. Independent Contractor Status

The parties agree that the Service Provider is an independent contractor and not an employee of the Client.
Responsibility for Payroll Tax: The Service Provider is responsible for all applicable North Dakota payroll taxes, workers' compensation (if applicable), and withholding obligations.

20. Marketing Attribution

• Option A: The Client grants the Service Provider permission to list the Client's logo, case study, or testimonial in its marketing materials.
• Option B: The Service Provider may not list the Client's logo, case study, or testimonial in its marketing materials without the Client's prior written approval.
• Client Approvals Required: [Specify which approvals are required]

21. Business Registrations and Licenses

The Service Provider will maintain all necessary local business registrations and relevant professional licenses in North Dakota.

22. Anti-Corruption and Anti-Bribery

The Service Provider represents and warrants that it will comply with all applicable federal and North Dakota anti-corruption and anti-bribery laws.

23. Electronic Signatures

This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Electronic signatures will be accepted pursuant to North Dakota law.

24. Records Retention

The Service Provider shall retain all records related to services performed under this Agreement for a period of [Number] years, consistent with North Dakota law.

25. Amendments

This Agreement may be amended only by a written instrument signed by both parties.

26. Severability

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

27. Waiver

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

28. 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.

29. Notices

All notices under this Agreement must be in writing and delivered to the following addresses:

• To Service Provider: [Service Provider Physical Address] and [Service Provider Electronic Address]
• To Client: [Client Physical Address] and [Client Electronic Address]

30. Special Disclosures

[Include any required disclosures for special client types, such as regulated financial institutions or government agencies, under North Dakota law or industry codes]

31. Indemnities, Representations, and Warranties

All indemnities, representations, and warranties in this agreement are compliant with North Dakota public policy limitations (e.g., enforceability of consequential damages exclusions).

This North Dakota Marketing Services Contract is adjustable to suit the individual marketing service engagement and client needs within North Dakota’s legal framework.

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

[Service Provider Full Legal Name]

By: [Service Provider Authorized Signature]

Name: [Service Provider Printed Name]

Title: [Service Provider Title]

[Client Full Legal Name]

By: [Client Authorized Signature]

Name: [Client Printed Name]

Title: [Client Title]