Ohio marketing service contract template

Ohio Marketing Services Contract

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

• [Marketing Service Provider Name], a [Entity Type, e.g., Limited Liability Company] organized and existing under the laws of Ohio, with a principal place of business at [Marketing Service Provider Address], and registered with the Ohio Secretary of State with registration number [Registration Number], if applicable (the “Service Provider”), and
• [Client Name], a [Entity Type, e.g., Corporation] organized and existing under the laws of Ohio, with a principal place of business at [Client Address] (the “Client”).

Contact Information:

• Service Provider:
  • Address: [Marketing Service Provider Address]
  • Phone: [Marketing Service Provider Phone]
  • Email: [Marketing Service Provider Email]
• Client:
  • Address: [Client Address]
  • Phone: [Client Phone]
  • Email: [Client Email]

1. Scope of Services

The Service Provider agrees to provide the following marketing services to the Client (the “Services”):

• Option A: Comprehensive Marketing Strategy
  • Development of a comprehensive marketing strategy tailored to the Client's specific needs and objectives in the Ohio market. This includes market research, competitor analysis, target audience identification, and the development of marketing goals and KPIs.
• Option B: Digital Marketing Services
  • Search Engine Optimization (SEO): Keyword research, on-page optimization, link building, and technical SEO.
  • Search Engine Marketing (SEM): Management of paid advertising campaigns on platforms such as Google Ads.
  • Social Media Marketing: Content creation, community management, paid social advertising campaigns.
  • Email Marketing: Development and execution of email marketing campaigns, including list segmentation, automation, and performance tracking.
• Option C: Content Creation
  • Creation of marketing content, including blog posts, articles, website copy, social media posts, video scripts, and other forms of content.
• Option D: Media Buying
  • Planning and execution of media buying campaigns, including negotiation with media outlets and placement of advertisements in various channels.
• Option E: Market Research
  • Conducting market research to identify consumer trends, market opportunities, and competitive insights within Ohio.
• Option F: Branding
  • Brand strategy development, logo design, brand guidelines creation, and brand messaging development.
• Option G: Event Marketing
  • Planning and execution of marketing events, including trade shows, conferences, product launches, and promotional events throughout Ohio.
• Option H: Analytics and Reporting
  • Tracking and analysis of marketing campaign performance, providing regular reports to the Client.

2. Deliverables and Timelines

The Service Provider will deliver the following deliverables according to the following timelines:

• Option A: Marketing Strategy Document
  • Timeline: [Number] weeks from the Effective Date.
  • Delivery Method: [Electronic/Hard Copy]
• Option B: Monthly Performance Reports
  • Timeline: Within [Number] days after the end of each month.
  • Delivery Method: [Electronic/Hard Copy]
• Option C: Specific Campaign Deliverables
  • Deliverable: [Description, e.g., Social Media Content Calendar]
  • Timeline: [Date]

All services will be performed at [Ohio work location(s) or remotely].

3. Client Responsibilities

The Client will provide the following to the Service Provider:

• Option A: Access to Information
  • Access to all necessary information and materials related to the Client's products, services, and target market.
• Option B: Brand Assets
  • Logos, brand guidelines, and other brand assets.
  • Timeline for Delivery: [Date]
• Option C: Review and Approval
  • Timely review and approval of marketing materials and campaigns.
  • Review Period: [Number] days.
• Option D: Contact Person
  • A designated point of contact: [Name and Contact Information]

4. Third-Party Platforms and Compliance

The Service Provider will use the following third-party platforms:

• [List of Platforms, e.g., Google Ads, Facebook Ads Manager]

The Service Provider will ensure compliance with all applicable Ohio and federal laws, including the Ohio Consumer Sales Practices Act, CAN-SPAM Act, and FTC regulations, regarding advertising and consumer protection.

5. Regulatory Compliance

The Service Provider will comply with all applicable regulations, including:

• Truth-in-advertising laws.
• Anti-spam laws.
• Telemarketing rules (if applicable).
• Endorsement and testimonial guidelines.
• Ohio-specific marketing disclosures or restrictions related to [Specific Industries, e.g., healthcare, alcohol].

6. Data Privacy

The Service Provider will comply with all applicable data privacy laws, including federal law and any Ohio privacy or cybersecurity rules, regarding the collection, storage, and use of Ohio consumers’ personal data. The Service Provider will implement reasonable security measures to protect such data and will promptly notify the Client of any data breaches as required by Ohio Revised Code §1349.19.

• Responsibility for Data Security: [Service Provider/Client/Shared]
• Breach Notification Procedures: [Detailed procedures]

7. Fees and Payment

The Client will pay the Service Provider according to the following fee structure:

• Option A: Retainer Fee
  • A monthly retainer fee of [Dollar Amount].
• Option B: Hourly Rate
  • An hourly rate of [Dollar Amount].
• Option C: Project-Based Fee
  • A fixed fee of [Dollar Amount] for each project.
• Option D: Commission-Based Fee
  • A commission of [Percentage]% on sales generated by the marketing campaigns.
• Payment Terms: Payments are due within [Number] days of invoice date.
• Late Fee: A late fee of [Percentage]% per month will be charged on overdue invoices, subject to Ohio’s statutory limits on interest and penalties.
• Deposit: A non-refundable deposit of [Dollar Amount] is required prior to commencement of services.

8. Intellectual Property

• Ownership of Marketing Content: [Service Provider/Client]
• License to Use: [Details of any license granted to the Client to use the marketing content]
• Ownership of Client's Marks: The Service Provider acknowledges that the Client retains all rights to its trademarks and service marks.
• Portfolio Use: [The Service Provider may/may not] display the work performed for the Client in its portfolio.
• Copyright Assignment: To the extent the deliverables constitute works of authorship, the Service Provider [assigns/does not assign] all right, title and interest in and to the copyright in such deliverables to Client.

9. Confidentiality

The Service Provider will maintain the confidentiality of all Client information, including business plans, financial data, and customer lists, in accordance with the Ohio Uniform Trade Secrets Act (R.C. 1333.61 et seq.). This obligation of confidentiality will survive termination of this Agreement for a period of [Number] years.

• Carve-outs: This obligation does not apply to information that is publicly available or received from a third party without restriction.

10. Performance Measurement and Acceptance

The Service Provider will track and measure the performance of the marketing campaigns using the following metrics:

• [List of KPIs, e.g., Website traffic, lead generation, sales conversions]

The Service Provider will provide regular reports to the Client. The Client will have [Number] days to review the reports and provide feedback.

• Dispute Resolution: Any disputes regarding performance will be resolved through good-faith negotiation.

11. Approval Procedures

The Client's approval is required for all marketing materials, campaigns, and expenditures exceeding [Dollar Amount]. The Client's written consent is required for any budget overruns.

12. Subcontractors

If the Service Provider engages subcontractors, the Service Provider will ensure compliance with all applicable Ohio hiring and employment laws.

• Background Checks: The Service Provider will conduct background checks on all subcontractors who will have direct contact with the Client's customers.
• Independent Contractor Status: The Service Provider will ensure that all subcontractors are properly classified as independent contractors.
• Ohio Residents: The Service Provider is responsible for payroll/employment taxes for Ohio residents.

13. Term and Termination

• Term: This Agreement will commence on the Effective Date and continue for a term of [Number] months/years.
• Termination for Cause: Either party may terminate this Agreement for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within [Number] days of written notice.
• Termination for Convenience: Either party may terminate this Agreement for convenience upon [Number] days written notice.
• Early Termination Fee: If the Client terminates this Agreement for convenience, the Client will pay an early termination fee of [Dollar Amount/Formula].

14. Non-Solicitation and Non-Compete

During the term of this Agreement and for a period of [Number] months after termination, neither party will solicit the other party's employees or clients within [Geographic Area, e.g., the State of Ohio]. The parties agree that this restriction is reasonable in scope and duration under Ohio law.

15. Insurance

The Service Provider will maintain the following insurance coverage:

• Professional Liability Insurance: [Coverage Amount]
• Commercial General Liability Insurance: [Coverage Amount]

The Service Provider will provide the Client with certificates of insurance upon request.

16. Modifications and Amendments

Any modifications or amendments to this Agreement must be in writing and signed by both parties.

17. Risk of Loss and Force Majeure

Neither party will be liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including acts of God, natural disasters, labor strikes, or regulatory changes, consistent with Ohio law.

18. Representations and Warranties

The Service Provider represents and warrants that:

• It has the authority to enter into this Agreement.
• It has the necessary licenses and permits to perform the Services.
• Its performance of the Services will comply with all applicable federal, state, and local laws and regulations, including those specific to Ohio.
• Its advertising is truthful and not misleading.

19. Indemnification

The Service Provider will indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of or relating to:

• The Service Provider's breach of this Agreement.
• The Service Provider's negligence or willful misconduct.
• Any claims of intellectual property infringement arising from the Service Provider's work.
• Any violations of applicable laws or regulations, including Ohio law, by the Service Provider.

20. Limitation of Liability

The Service Provider's liability under this Agreement will be limited to direct damages and will not exceed [Dollar Amount]. The Service Provider will not be liable for any consequential, incidental, or punitive damages.

21. Dispute Resolution

Any disputes arising out of or relating to this Agreement will be resolved through:

• Mandatory good-faith negotiation.
• If negotiation fails, mediation in [City, Ohio].
• If mediation fails, arbitration in [City, Ohio] in accordance with the rules of the American Arbitration Association.

This Agreement will be governed by and construed in accordance with the laws of the State of Ohio. Venue for any legal action will be in [County] County, Ohio.

22. Compliance with Ohio-Specific Regulations

The Service Provider will comply with all Ohio-specific regulations for marketing in heavily regulated industries, such as healthcare, alcohol, and cannabis (if applicable), and will obtain any necessary local licenses for special events, giveaways, or outbound telemarketing.

23. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

24. Severability, Assignment and Waiver

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party. No waiver of any provision of this Agreement will be effective unless in writing and signed by the waiving party.

25. Notice

All notices required or permitted under this Agreement must be in writing and will be deemed effective upon:

• Personal delivery.
• Mailing by certified or registered mail, return receipt requested.
• Sending by reputable overnight courier service.
• Electronic mail, with confirmation of receipt.

Notices should be sent to the addresses listed in the introductory paragraph of this Agreement.

26. Equal Opportunity Statement (Optional)

The Service Provider is committed to equal opportunity in its marketing campaigns and will not discriminate on the basis of race, color, religion, sex, national origin, age, disability, or any other protected characteristic.

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]