Oregon marketing service contract template

Oregon Marketing Services Contract

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

[Marketing Service Provider Legal Name], a [Business Entity Type, e.g., LLC] with its principal place of business at [Marketing Service Provider Registered Address], represented by [Authorized Representative Name], hereinafter referred to as "Provider",

and

[Client Legal Name], a [Business Entity Type, e.g., Corporation] with its principal place of business at [Client Registered Address], represented by [Authorized Representative Name], hereinafter referred to as "Client".

1. Scope of Services

• Option A: Comprehensive Marketing Services
  • The Provider will provide comprehensive marketing services to the Client, including but not limited to: campaign strategy, digital advertising (SEM, social media, display ads), content marketing, influencer engagement, public relations, brand development, graphic design, video production, analytics reporting, market research, and SEO/SEM, as detailed in Exhibit A.
• Option B: Specific Marketing Services
  • The Provider will provide the following specific marketing services to the Client: [List of Specific Services], as detailed in Exhibit A.
• Option C: Project-Based Services
  • The Provider will provide marketing services specifically for the [Project Name] project, as detailed in Exhibit A. The specific tasks and deliverables are listed in Exhibit A.

2. Objectives and KPIs

• Option A: Defined KPIs
  • The primary objectives of this Agreement are [List of Objectives]. The Key Performance Indicators (KPIs) to measure success are [List of KPIs, e.g., Website Traffic, Conversion Rates, Brand Awareness], with benchmark metrics and goals stated in Exhibit B. Reporting frequency will be [Frequency, e.g., Monthly, Quarterly].
• Option B: Flexible KPIs
  • The objectives and KPIs will be collaboratively developed and agreed upon by both parties within [Number] days of the Effective Date. These will be documented in Exhibit B. Reporting frequency will be determined at that time.

3. Regulatory Compliance (Oregon Specific)

• Option A: General Compliance
  • The Provider shall comply with all applicable federal and Oregon state laws and regulations, including but not limited to Oregon’s consumer protection laws (ORS Chapter 646), unfair trade practices, digital advertising/disclosure requirements, and state anti-spam statutes.
• Option B: Specific Industry Compliance
  • The Provider shall comply with all applicable laws and regulations, including those specific to the [Industry, e.g., Alcohol, Cannabis, Healthcare] industry in Oregon. This includes but is not limited to compliance with OLCC requirements if marketing relates to alcohol or cannabis products, or Oregon Health Authority rules for healthcare marketing.
• Option C: No Compliance Guarantee
  • While the Provider will endeavor to comply with applicable laws, the Client acknowledges that compliance is ultimately the Client's responsibility. The Provider will not be liable for unintentional non-compliance based on information provided by the Client.

4. Data Privacy and Security (Oregon Specific)

• Option A: Standard Data Protection
  • The Provider shall comply with Oregon’s data breach notification law (ORS 646A.600–646A.628) and the Oregon Consumer Identity Theft Protection Act in handling, storing, and transferring Client and customer data.
• Option B: Enhanced Data Protection
  • In addition to standard compliance, the Provider shall implement [Specific Security Measures, e.g., Encryption, Access Controls] to protect Client and customer data.
• Option C: Client Data Responsibility
  • The Client is responsible for ensuring the data provided to the Provider is collected and used in compliance with all applicable privacy laws.

5. Content Approval Process

• Option A: Standard Approval
  • The Provider will submit all marketing materials to the Client for approval [Number] days before publication or distribution. The Client shall provide feedback within [Number] days.
• Option B: Expedited Approval
  • For time-sensitive materials, the Provider will submit materials for approval [Number] hours before publication or distribution. The Client shall provide feedback within [Number] hours.
• Option C: No Approval Required
  • The Provider has full autonomy over content creation and distribution, but will provide the Client with a copy of all marketing materials. The Client can request revisions at any time.

6. Intellectual Property Rights

• Option A: Client Ownership
  • All campaign assets, creative materials, trade names, and digital content created by the Provider under this Agreement shall be the exclusive property of the Client upon final payment. The Provider hereby assigns all copyrights and usage rights to the Client.
• Option B: Shared Ownership
  • The Client owns intellectual property created specifically for their campaigns. The Provider retains ownership of pre-existing materials and templates.
• Option C: Provider Ownership
  • The Provider retains ownership of all intellectual property. The Client receives a license to use the materials for the duration of this agreement.

7. Use of Subcontractors

• Option A: No Subcontractors
  • The Provider shall not use any subcontractors without the prior written consent of the Client.
• Option B: Approved Subcontractors
  • The Provider may use subcontractors listed in Exhibit C, provided that the Provider remains responsible for all subcontracted work. All subcontractors must comply with Oregon-specific licensing or commercial registration requirements.
• Option C: Provider Discretion
  • The Provider may use subcontractors at its discretion, but remains responsible for their work.

8. Term and Termination

• Option A: Fixed Term
  • This Agreement shall commence on [Start Date] and continue for a term of [Number] months, automatically renewing for successive [Number]-month terms unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.
• Option B: Month-to-Month
  • This Agreement shall commence on [Start Date] and continue on a month-to-month basis, terminable by either party with [Number] days written notice.
• Option C: Project-Based Termination
  • This Agreement shall commence on [Start Date] and continue until the completion of the [Project Name] project. Either party may terminate the agreement with [Number] days written notice if the project is not completed within [Number] months.

9. Service Location

• Option A: Remote Services
  • The Provider will perform all services remotely.
• Option B: Onsite Services
  • The Provider will perform services onsite at the Client’s Oregon offices located at [Client Registered Address].
• Option C: Combination
  • The Provider will perform a combination of remote and onsite services, as agreed upon by both parties. Travel to the Client’s Oregon offices will be reimbursed according to Section 10.

10. Fees and Expenses

• Option A: Retainer Fee
  • The Client shall pay the Provider a monthly retainer fee of [Dollar Amount].
• Option B: Project-Based Fee
  • The Client shall pay the Provider a total fee of [Dollar Amount] for the [Project Name] project, according to the payment schedule in Exhibit D.
• Option C: Hourly Rate
  • The Client shall pay the Provider an hourly rate of [Dollar Amount].

All expenses, including media buys, third-party platform fees, production costs, influencer payments, and travel (pre-approved), will be reimbursed to the Provider upon presentation of receipts. Travel expenses will be limited to [Dollar Amount] per trip. Oregon sales tax is not charged on most marketing services, but will be added to invoices for tangible deliverables.

11. Performance Standards and Service Levels

• Option A: No Guarantees
  • The Provider will use its best efforts to achieve the Objectives and KPIs outlined in Exhibit B, but makes no guarantees regarding specific results.
• Option B: Performance Guarantee
  • The Provider guarantees [Specific Result, e.g., X% increase in website traffic] within [Number] months. If this result is not achieved, the Client is entitled to [Remedy, e.g., a refund, additional services]. [Note: Result-based guarantees are highly scrutinized under Oregon law and should be carefully considered.]
• Option C: Service Level Agreement
  • The Provider shall maintain a service level of [Percentage, e.g., 99%] uptime for all online services, as detailed in Exhibit E.

12. Dispute Resolution (Oregon Specific)

• Option A: Mediation and Arbitration
  • Any dispute arising out of or relating to this Agreement shall be resolved first through good faith negotiation. If negotiation fails, the parties shall attempt mediation in Oregon. If mediation fails, the dispute shall be resolved by binding arbitration in Oregon per ORS Chapter 36.
• Option B: Mediation and Litigation
  • Any dispute arising out of or relating to this Agreement shall be resolved first through good faith negotiation. If negotiation fails, the parties shall attempt mediation in Oregon. If mediation fails, the dispute shall be submitted to the courts of the State of Oregon.
• Option C: Direct Litigation
  • Any dispute arising out of or relating to this Agreement shall be submitted to the courts of the State of Oregon.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon.

13. Liability and Indemnification (Oregon Specific)

• Option A: Standard Indemnification
  • The Provider's liability shall be limited to the amount of fees paid by the Client under this Agreement. The Provider shall not be liable for indirect, incidental, or consequential damages. Both parties agree to indemnify and hold each other harmless from any claims arising from breach of this agreement or negligence, except for willful misconduct.
• Option B: Mutual Indemnification
  • Both parties agree to indemnify and hold each other harmless from any claims, losses, or damages arising from intellectual property infringement or regulatory violations.
• Option C: Expanded Indemnification
  • The Provider will indemnify the Client for any losses resulting from the Provider's negligence or willful misconduct. The Client will indemnify the Provider for any losses resulting from the Client's negligence or willful misconduct.

14. Insurance Requirements

• Option A: Professional Liability Insurance
  • The Provider shall maintain professional liability (errors and omissions) insurance with coverage of at least [Dollar Amount].
• Option B: General Liability Insurance
  • The Provider shall maintain general liability insurance with coverage of at least [Dollar Amount].
• Option C: No Insurance Required
  • The Provider is not required to maintain any specific insurance coverage.

15. Confidentiality

• Option A: Standard Confidentiality
  • Both parties agree to hold confidential all non-public information disclosed by the other party. This obligation shall continue for [Number] years after termination of this Agreement. Excluded information includes publicly available information and compelled disclosures.
• Option B: Expanded Confidentiality
  • Both parties agree to hold confidential all non-public information disclosed by the other party, including trade secrets. This obligation shall continue indefinitely.
• Option C: Limited Confidentiality
  • The Provider will keep Client information confidential, but may use general industry knowledge gained during the engagement.

16. Force Majeure

• Option A: Standard Force Majeure
  • Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to a force majeure event, such as wildfires, natural disasters, or government regulations. The affected party shall provide prompt notice and make reasonable efforts to mitigate the impact.
• Option B: Extended Force Majeure
  • Force majeure events also include labor disputes, equipment failures, and internet outages.
• Option C: Limited Force Majeure
  • Force majeure only applies to events that are objectively unforeseeable and unavoidable.

17. Business Licensing and Registration Warranty

Both parties warrant that they are duly licensed and registered to do business in Oregon and are in compliance with applicable reporting and tax obligations.

18. Compliance with Advertising Laws

The Provider shall comply with all applicable federal advertising laws (FTC guidelines, CAN-SPAM Act, COPPA, TCPA) and any Oregon-specific consumer disclosures, including for automatic renewal clauses (requiring clear and conspicuous terms per ORS 646A.295).

19. Termination Rights

• Option A: Termination for Convenience
  • Either party may terminate this Agreement for convenience with [Number] days written notice.
• Option B: Termination for Breach
  • Either party may terminate this Agreement for material breach by the other party, provided that the breaching party is given [Number] days to cure the breach.
• Option C: Mutual Consent
  • This agreement may be terminated at any time with the mutual written consent of both parties.

Upon termination, the Provider shall transition all work-in-progress and data to the Client.

20. Remedies for Breach

• Option A: Liquidated Damages
  • In the event of a breach by the Provider, the Client shall be entitled to liquidated damages of [Dollar Amount]. [Note: Liquidated damage clauses must be reasonable under Oregon law.]
• Option B: Specific Performance
  • The Client may seek specific performance to enforce the terms of this Agreement.
• Option C: Holdback of Payment
  • The Client may withhold final payments until completion of all outstanding obligations.

21. Recordkeeping and Audit Rights

The Client shall have the right to inspect and audit the Provider’s records related to this Agreement, with reasonable notice. The Provider shall comply with Oregon records retention rules if applicable to the Client’s sector (e.g., financial services, healthcare).

22. Notice Provisions

All notices under this Agreement shall be in writing and delivered by certified mail or email to the addresses listed above. Notice is deemed received [Number] days after mailing or upon email confirmation.

23. Amendments and Waivers

Any amendment or waiver of this Agreement must be in writing and signed by authorized representatives of both parties.

24. Representations and Warranties

The Provider represents and warrants that it has the authority to enter into this Agreement, will comply with all applicable advertising and data protection laws, and will not knowingly infringe third-party rights. The Provider also warrants that creative content is original or properly licensed.

25. Severability

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

26. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original.

27. Entire Agreement

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

28. Assignment and Delegation

Neither party may assign this Agreement without the prior written consent of the other party, except in the case of a company reorganization, merger, or acquisition allowed under Oregon law.

29. Industry-Specific Compliance

The Provider acknowledges that the Client operates in the [Client's Industry] industry, and shall comply with any applicable industry-specific regulations.

30. Adjustments

All elements and terms of this contract are adjustable to address the Client's specific industry, Oregon market characteristics, and project needs.

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

[Marketing Service Provider Legal Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]

[Client Legal Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]

Exhibit A: Scope of Services (Detailed)

Exhibit B: Objectives and KPIs (Detailed)

Exhibit C: List of Approved Subcontractors

Exhibit D: Payment Schedule

Exhibit E: Service Level Agreement