Pennsylvania marketing service contract template

Pennsylvania Marketing Services Contract

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

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

1. Scope of Services

Provider agrees to provide Client with the following marketing services:

• Option A: Brand Strategy
  • Deliverables: Brand guidelines document, target audience analysis, competitive analysis report.
  • Service Objectives: Define and strengthen Client's brand identity, increase brand awareness, and improve brand perception.
• Option B: Digital Marketing
  • Deliverables: Search engine optimization (SEO), pay-per-click (PPC) advertising campaigns, email marketing campaigns, social media marketing.
  • Service Objectives: Increase website traffic, generate leads, improve online visibility, and drive sales.
  • Specific Platforms/Channels: Google Ads, Facebook, Instagram, LinkedIn, [Other Platform]. Provider will comply with all applicable Pennsylvania laws and regulations regarding advertising content, email marketing (CAN-SPAM), and telemarketing (Pennsylvania Do Not Call List). Provider shall also comply with the Pennsylvania Unfair Trade Practices and Consumer Protection Law.
• Option C: Content Creation
  • Deliverables: Blog posts, articles, website copy, social media content, video scripts.
  • Service Objectives: Create engaging and informative content that attracts and retains target audiences.

2. Project Timeline and Milestones

• Start Date: [Date]
• End Date: [Date]
• Milestone 1: [Milestone Description] - Completion Date: [Date]
• Milestone 2: [Milestone Description] - Completion Date: [Date]
• Milestone 3: [Milestone Description] - Completion Date: [Date]
• Approval Points: Client approval required for [Specific Deliverables or Stages].

3. Client Responsibilities

Client shall provide Provider with:

• Timely access to necessary brand assets (logos, images, fonts).
• Access to relevant company information and data.
• A designated point of contact for communication and approvals: [Name], [Title].
• Marketing budget: [Dollar Amount].
• Feedback on deliverables within [Number] business days of receipt.

4. Payment Terms

• Option A: Total Service Fee: [Dollar Amount].
  • Payment Schedule: [Payment Schedule, e.g., 50% upfront, 50% upon completion].
• Option B: Retainer Fee: [Dollar Amount] per [Time Period, e.g., month].
  • Scope Covered by Retainer: [Description of Services Included].
• Pennsylvania Sales Tax: [Applicable/Not Applicable]. If applicable, sales tax will be added to invoices.
• Late Payment Interest: Interest will accrue on overdue invoices at a rate of [Percentage] per month, not exceeding the maximum rate permitted by Pennsylvania Usury Law.
• Invoicing Procedure: Invoices will be sent electronically to [Email Address]. Electronic signatures on invoices are valid under the Pennsylvania Uniform Electronic Transactions Act.

5. Reimbursable Expenses

• Reimbursable expenses include: Advertising spend, media purchases, travel expenses, third-party tools.
• Expense Approval: All expenses exceeding [Dollar Amount] require prior written approval from Client.
• Documentation: Provider shall provide receipts and documentation for all reimbursable expenses.

6. Intellectual Property

• Option A: Ownership of all marketing materials, creatives, and reports generated under this Agreement shall transfer to Client upon full payment.
• Option B: Provider retains ownership of all marketing materials, creatives, and reports, granting Client a non-exclusive license to use them for [Specific Purpose].
  • Usage Rights: Provider may reference anonymized results in case studies or portfolio, subject to Client approval for campaigns involving confidential information.
  • Provider will indemnify Client for any IP infringement related to materials created by the Provider.

7. Confidentiality

• Both parties agree to hold confidential all proprietary business information, marketing strategies, customer data, and trade secrets.
• Duration: This confidentiality obligation shall remain in effect for [Number] years after the termination of this Agreement.
• Exceptions: This obligation does not apply to information that is publicly available or independently developed.
• If health sector marketing is involved, Provider will comply with HIPAA regulations as applicable.
• If handling consumer personal information, Provider shall comply with the Pennsylvania Breach of Personal Information Notification Act.

8. Data Protection and Privacy Compliance

Provider shall comply with all applicable federal and Pennsylvania laws and regulations regarding data protection and privacy, including but not limited to, the Children’s Online Privacy Protection Act (COPPA) and any restrictions on targeted advertising. Provider shall provide legally required disclosures about data use.

9. Warranties and Disclaimers

• Provider warrants that all work performed under this Agreement will be original and of professional quality.
• Provider disclaims any guarantees regarding specific marketing outcomes or return on investment (ROI). Marketing results may be influenced by external factors.

10. Review and Acceptance of Deliverables

• Client shall review each deliverable within [Number] business days of receipt.
• If Client rejects a deliverable, Client shall provide specific reasons for rejection within the review period. Provider will have [Number] business days to correct the deficiencies.

11. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to, regulatory changes, public health emergencies, or platform bans affecting marketing activities. The affected party shall notify the other party promptly of such event.

12. Change Requests

• Any changes to the scope of services or project timeline must be agreed upon in writing and signed by both parties.
• Additional scope will be subject to a pricing adjustment as agreed upon by both parties.

13. Termination

• Option A: 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. Cause includes non-payment, material breach, or violation of law.
• Option B: Termination for Convenience
  • Either party may terminate this Agreement for convenience upon [Number] days' written notice to the other party.
• Termination for Regulatory Compliance Breaches or Reputational Harm: This Agreement may be terminated immediately if the other party violates regulatory compliance standards, or in the reasonable judgement of the non-violating party engages in actions that cause or contribute to reputational harm to the non-violating party.
• Post-Termination Responsibilities: Upon termination, Provider shall provide Client with all final data, reports, and access to Client accounts. Provider shall also remove access to client accounts and return or destroy confidential materials.

14. Liability and Indemnification

• Provider shall be liable for damages arising from its negligence or willful misconduct.
• Client shall indemnify and hold Provider harmless from any claims arising from Client's business operations or breach of this Agreement.
• Limitation of Liability: Provider's liability under this Agreement shall be limited to the total fees paid by Client to Provider.

15. Insurance

Provider shall maintain [Type of Insurance, e.g., professional liability, cyber liability, general liability] insurance with a minimum coverage of [Dollar Amount]. Provider shall provide Client with a certificate of insurance upon request.

16. Non-Solicitation

During the term of this Agreement and for a period of [Number] months after termination, Client shall not solicit or hire any employee of Provider.

17. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles. The exclusive venue for any legal action arising out of or relating to this Agreement shall be in the state or federal courts located in [County Name] County, Pennsylvania. The plain meaning rule and parol evidence rule shall apply to the interpretation of this contract.

18. Notice

All notices under this Agreement must be in writing and delivered by [Permitted Delivery Methods, e.g., certified mail, email] to the following addresses:

• To Provider: [Business Address], Attn: [Contact Person/Title]
• To Client: [Business Address], Attn: [Contact Person/Title]

19. Assignment

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

20. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through negotiation. If negotiation fails, the parties agree to participate in mediation in Pennsylvania. If mediation is unsuccessful, the parties may pursue legal action in Pennsylvania courts.

21. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written, relating to the subject matter of this Agreement. Any amendment to this Agreement must be in writing and signed by both parties.

22. Electronic Execution

This Agreement may be executed electronically and such electronic signatures shall be valid and binding under the Pennsylvania Uniform Electronic Transactions Act.

23. Compliance with Laws

Provider shall comply with all applicable federal, Pennsylvania state, and local laws and regulations in performing the services under this Agreement, including all regulations relevant to [Client Industry] marketing practices within Pennsylvania.

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]

Date: [Date]

[Client Legal Name]

By: [Name]

Title: [Title]

Date: [Date]