Rhode Island marketing service contract template

Rhode Island Marketing Services Agreement

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

• [Marketing Service Provider Full Legal Name], a [State of Formation] [Entity Type] with its principal place of business at [Marketing Service Provider Full Physical Address], Rhode Island Business Registration Number: [RI Business Registration Number, if applicable], hereinafter referred to as “Provider,”

and

• [Client Full Legal Name], a [State of Formation] [Entity Type] with its principal place of business at [Client Full Physical Address], Rhode Island Business Registration Number: [RI Business Registration Number, if applicable], hereinafter referred to as “Client.”

1. Scope of Services

• Option A: Provider shall provide the following marketing services to Client: [Detailed Description of Services, including RI-specific marketing channels like local digital advertising, social media management targeting RI demographics, print/broadcast placements in RI media, local event marketing, RI-focused SEO/SEM, email campaigns, content creation tailored for RI audiences, PR within RI, and compliance with RI advertising standards].
• Option B: The specific marketing services to be provided are described in Exhibit A, attached hereto and incorporated herein by reference. Exhibit A shall detail specific Rhode Island campaigns, deliverables, and expected results.

2. Deliverables and Performance Goals

• Option A: The deliverables under this Agreement shall include, but are not limited to: [List Concrete Deliverables: Number of leads, impressions, conversion rates, traffic increases, brand visibility benchmarks within RI, etc.].
• Option B: Deliverables and performance goals will be evaluated based on the metrics defined in Exhibit B, attached hereto and incorporated herein by reference.

3. Project Phases and Timelines

• Option A: The project will be completed in the following phases: [Describe Project Phases and Timelines, including milestones and reporting schedules tailored to marketing cycles and RI regulatory deadlines].
• Option B: A detailed project timeline and milestones are outlined in Exhibit C, attached hereto and incorporated herein by reference.

4. Client Responsibilities

• Option A: Client shall provide Provider with the following materials and information: [List Client Responsibilities: Branding assets, approved content, login credentials for RI-based ad accounts, regulatory approvals, mandatory RI business disclosures, etc.].
• Option B: Client's responsibilities, including response times for content reviews and sign-offs, are outlined in Exhibit D, attached hereto and incorporated herein by reference.

5. Location of Marketing Activities

• Option A: Marketing activities will be conducted [Remote, at RI sites, or Hybrid]. If on-site presence is required, travel reimbursement will be handled as follows: [Describe Travel Reimbursement Policy, adhering to RI-specific rates or policies]. Client is responsible for obtaining any necessary permits for local events within Rhode Island.
• Option B: Specific location requirements and responsibilities are detailed in Exhibit E, attached hereto and incorporated herein by reference.

6. Fees and Payment

• Option A: The fees for the services provided under this Agreement shall be as follows: [Retainer amounts, project-based fees, hourly rates, or commissions; detail payment schedules and invoicing procedures]. All fees are subject to applicable Rhode Island sales tax or gross receipt requirements.
• Option B: The fee structure, payment schedule, and any applicable RI taxes are outlined in Exhibit F, attached hereto and incorporated herein by reference.

7. Ownership and Intellectual Property

• Option A: Ownership of deliverables and intellectual property shall be determined as follows: [Address copyright, trademarks, work-made-for-hire doctrine for campaign materials, creative assets, and marketing data under RI law]. Provider retains the right to use deliverables in its portfolio.
• Option B: Intellectual property ownership and usage rights are detailed in Exhibit G, attached hereto and incorporated herein by reference.

8. Confidentiality and Data Protection

• Option A: Provider and Client shall maintain the confidentiality of all business, technical, and personal data exchanged under this Agreement. Provider shall comply with Rhode Island General Laws (RI Gen. Laws § 11-49.3, Data Breach Notification) and other applicable privacy statutes affecting marketing data collection, storage, and reporting. These obligations shall survive termination of this Agreement.
• Option B: Specific confidentiality and data protection provisions are outlined in Exhibit H, attached hereto and incorporated herein by reference.

9. Regulatory and Industry Compliance

• Option A: All marketing activities shall comply with Rhode Island-specific laws and regulations, including but not limited to the Rhode Island Deceptive Trade Practices Act, telemarketing and electronic communications restrictions, consumer protection rules, lottery and sweepstakes disclosures, and state "opt-out" requirements for unsolicited marketing.
• Option B: Specific compliance requirements are outlined in Exhibit I, attached hereto and incorporated herein by reference.

10. Warranties and Representations

• Option A: Provider warrants and represents that all marketing content, methods, and campaigns are non-infringing, not deceptive, and do not violate Rhode Island or federal law.
• Option B: Specific warranties and representations are outlined in Exhibit J, attached hereto and incorporated herein by reference.

11. Quality Standards and Acceptance

• Option A: Client shall have [Number] days to review deliverables and provide feedback. Acceptance criteria for deliverables shall be [Describe Criteria].
• Option B: Quality standards, acceptance procedures, and remedies for non-conforming work are outlined in Exhibit K, attached hereto and incorporated herein by reference.

12. Maintenance, Monitoring, and Reporting

• Option A: Provider will provide ongoing maintenance, campaign monitoring, and reporting as follows: [Frequency, format, and RI-specific campaign metrics].
• Option B: Specific maintenance, monitoring, and reporting requirements are outlined in Exhibit L, attached hereto and incorporated herein by reference.

13. Force Majeure

• Option A: Neither party shall be liable for delays or failures to perform due to force majeure events, including local natural disasters or unexpected regulation changes affecting Rhode Island markets.
• Option B: Force majeure provisions are detailed in Exhibit M, attached hereto and incorporated herein by reference.

14. Termination

• Option A: This Agreement may be terminated (i) immediately for breach, including violation of Rhode Island laws; or (ii) for convenience with [Number] days' advance written notice. Upon termination, Provider shall return or delete confidential information, transfer campaign control, and Client shall settle outstanding payments. Post-termination non-solicitation or non-compete provisions are as follows: [Describe Enforceable Provisions Under RI Law].
• Option B: Termination procedures, obligations upon termination, and post-termination provisions are outlined in Exhibit N, attached hereto and incorporated herein by reference.

15. Liability and Indemnification

• Option A: Liability limitations for breaches unique to marketing projects (delayed campaign launches, regulatory fines due to provider error, misappropriation of client materials, or loss of data) are as follows: [Describe Limitations]. Provider shall indemnify Client against third-party claims arising from Provider's Rhode Island marketing activities.
• Option B: Specific liability limitations and indemnification provisions are outlined in Exhibit O, attached hereto and incorporated herein by reference.

16. Insurance

• Option A: Provider shall maintain professional liability and errors & omissions coverage with Rhode Island-licensed insurers.
• Option B: Specific insurance requirements are outlined in Exhibit P, attached hereto and incorporated herein by reference.

17. Governing Law and Dispute Resolution

• Option A: This Agreement shall be governed by the laws of the State of Rhode Island. The venue for dispute resolution shall be Providence County, Rhode Island. Escalation steps shall be negotiation, Rhode Island mediation/arbitration, and court litigation.
• Option B: Specific governing law and dispute resolution provisions are outlined in Exhibit Q, attached hereto and incorporated herein by reference.

18. Notices and Amendments

• Option A: All notices and amendments must be in writing. Written communications shall be sent to [Specify Address for Each Party].
• Option B: Notice and amendment procedures are outlined in Exhibit R, attached hereto and incorporated herein by reference.

19. Entire Agreement

• Option A: This Agreement, including all exhibits, 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 hereof.
• Option B: This section remains standard.

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

[Marketing Service Provider Full Legal Name]

By: [Name]

Title: [Title]

[Client Full Legal Name]

By: [Name]

Title: [Title]

Exhibit A: Scope of Services

Exhibit B: Deliverables and Performance Goals

Exhibit C: Project Phases and Timelines

Exhibit D: Client Responsibilities

Exhibit E: Location of Marketing Activities

Exhibit F: Fees and Payment

Exhibit G: Ownership and Intellectual Property

Exhibit H: Confidentiality and Data Protection

Exhibit I: Regulatory and Industry Compliance

Exhibit J: Warranties and Representations

Exhibit K: Quality Standards and Acceptance

Exhibit L: Maintenance, Monitoring, and Reporting

Exhibit M: Force Majeure

Exhibit N: Termination

Exhibit O: Liability and Indemnification

Exhibit P: Insurance

Exhibit Q: Governing Law and Dispute Resolution

Exhibit R: Notices and Amendments