Tennessee marketing service contract template

Tennessee Marketing Service Contract

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

[Service Provider Legal Name], a [State] [Entity Type] with its principal place of business at [Service Provider Address] ("Service Provider"), and

[Client Legal Name], a [State] [Entity Type] with its principal place of business at [Client Address] ("Client").

1. Scope of Services

Service Provider agrees to provide Client with the following marketing services (the "Services"):

Option A: Comprehensive Marketing Services

• Digital Marketing
• Print Marketing
• Social Media Marketing
• Search Engine Optimization (SEO)
• Search Engine Marketing (SEM)
• Content Creation
• Branding
• Strategic Planning
• Event Marketing
• Influencer Partnerships
• Analytics and Reporting
• Email Marketing
• Public Relations Efforts
• Advertising Placements

Option B: Selected Marketing Services

• [Specify Chosen Service 1]
• [Specify Chosen Service 2]
• [Specify Chosen Service 3]

Option C: Project-Based Services

Service Provider will perform the services outlined in Exhibit A (Scope of Work)

2. Deliverables & Key Performance Indicators (KPIs)

The following deliverables will be provided by the Service Provider:

Option A: Standard Deliverables

• Campaign Plans: [Specify Delivery Schedule]
• Creative Materials: [Specify Delivery Schedule]
• Reports: [Specify Delivery Schedule]
• Schedules: [Specify Delivery Schedule]

Option B: Custom Deliverables

• [Specify Deliverable 1]: [Specify Delivery Schedule]
• [Specify Deliverable 2]: [Specify Delivery Schedule]
• [Specify Deliverable 3]: [Specify Delivery Schedule]

KPIs will be measured as follows:

Option A: Standard KPIs

• Website Traffic: [Target Percentage Increase]
• Lead Generation: [Target Number of Leads]
• Conversion Rates: [Target Conversion Rate]

Option B: Custom KPIs

• [Specify KPI 1]: [Target Value]
• [Specify KPI 2]: [Target Value]
• [Specify KPI 3]: [Target Value]

3. Third-Party Tools and Media Buys

The following third-party tools will be utilized: [List of Tools].

Option A: Client Responsibility

Client will be responsible for payment and management of ad spend.

Option B: Service Provider Responsibility

Service Provider will manage and be responsible for ad spend up to [Dollar Amount]. Ad spend above this amount must be approved by the Client.

Any agency discounts or markups will be disclosed to the client.

4. Project Timeline

Project Start Date: [Date]

Project End Date: [Date]

Key Milestones:

• Milestone 1: [Milestone Description] - [Date]
• Milestone 2: [Milestone Description] - [Date]
• Milestone 3: [Milestone Description] - [Date]

Client Approval Checkpoints: [Specify Approval Process and Timelines]

5. Client Obligations

Client will provide timely access to the following:

• Brand Assets (logos, style guides): Deadline - [Date]
• Content: Deadline - [Date]
• Prior Marketing Materials: Deadline - [Date]
• Approvals: [Specify Approval Timeline]
• Access to Digital Platforms (social media, website analytics): Deadline - [Date]

Consequences for non-compliance: [Specify Consequences]

6. Fees and Payment Terms

Option A: Fixed Project Fee

The total fixed fee for the Services is [Dollar Amount].

Option B: Hourly Rate

The hourly rate for the Services is [Dollar Amount] per hour.

Option C: Retainer

The monthly retainer fee is [Dollar Amount].

Payment Terms:

• Invoicing Cycle: [Monthly/Quarterly/Other]
• Due Date: [Number] days from the date of invoice.
• Accepted Payment Methods: [List of Payment Methods]
• Late Payment Interest: [Interest Rate]% per month.
• Applicable Tennessee Sales or Business Taxes: Client is responsible for all applicable Tennessee sales or business taxes.

7. Intellectual Property

Option A: Client Ownership

All intellectual property created during the term of this Agreement shall be owned by Client.

Option B: Service Provider Ownership

Service Provider retains ownership of all intellectual property, granting the Client a non-exclusive license for use.

Service Provider Portfolio Rights: Service provider has the right to show marketing campaigns in portfolio unless otherwise specified.

8. Confidentiality

Both parties agree to protect the confidentiality of all proprietary, business, customer, and campaign information. This obligation survives termination of this Agreement.

9. Compliance with Laws

Service Provider certifies adherence to all relevant Tennessee marketing, advertising, business, consumer protection, and data privacy laws, including the Tennessee Consumer Protection Act. Service Provider will not engage in any deceptive or unlawful marketing practices.

10. Privacy and Data Protection

Service Provider will comply with all applicable Tennessee laws regarding the collection, handling, storage, and use of consumer information, including opt-in/opt-out requirements, notice obligations, and data breach notification.

11. Indemnification

Service Provider shall indemnify and hold harmless Client from any third-party claims resulting from Service Provider's negligence or willful misconduct in providing the Services, to the extent permitted by Tennessee law. Client shall indemnify and hold harmless Service Provider from any third-party claims resulting from information provided by the Client for marketing.

12. Quality Standards

Deliverables will meet industry standards and be free from material defects. Client must notify Service Provider of any non-conforming deliverables within [Number] days of receipt.

13. Limitation of Liability

Neither party shall be liable for consequential, incidental, indirect, special, or punitive damages arising out of or relating to this Agreement, to the extent such limitations are enforceable under Tennessee law.

14. Scope Change

Any changes to the scope of services must be documented in a written change order signed by both parties, which will adjust fees and timelines accordingly.

15. Non-Solicitation

During the term of this Agreement and for a period of [Number] months thereafter, neither party shall solicit or hire the other party's employees or contractors, to the extent such a restriction is enforceable under Tennessee law.

16. Subcontracting

Option A: No Subcontracting

Service Provider shall not subcontract any portion of the Services without the prior written consent of Client.

Option B: Permitted Subcontracting

Service Provider may utilize subcontractors, provided that Service Provider remains responsible for the performance of all Services and ensures subcontractors comply with this Agreement and Tennessee law.

17. 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 acts of God, war, terrorism, or government regulation, in accordance with Tennessee contract law.

18. Right to Audit

Client shall have the right to audit or inspect campaign performance data upon reasonable notice to Service Provider, subject to confidentiality obligations.

19. Term and Termination

Initial Term: [Number] months, commencing on [Date].

Option A: Automatic Renewal

This Agreement will automatically renew 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: No Automatic Renewal

This agreement does not automatically renew.

Termination Events: This Agreement may be terminated by either party upon written notice for material breach, insolvency, or mutual agreement.

Termination Notice Period: [Number] days.

Upon termination, Client shall pay Service Provider for all Services performed up to the date of termination.

20. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved through direct negotiation, followed by formal mediation, and, if necessary, binding arbitration in [City, Tennessee] in accordance with the rules of the American Arbitration Association. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee. Venue for any legal proceedings shall be in [County, e.g., Davidson County] County, Tennessee.

21. Warranties and Representations

Service Provider warrants that its marketing practices will comply with all applicable federal and Tennessee laws, including FTC advertising standards, the Tennessee Telephone Solicitation Act, and email/SPAM laws.

22. Licensing

Service Provider represents that it holds all necessary Tennessee business licenses and is not restricted from providing marketing services under local or state law.

23. Notices

All notices under this Agreement must be in writing and delivered by personal delivery, courier, certified mail, or email to the addresses listed above, in compliance with Tennessee e-signature and notice standards.

24. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions and understandings, whether written or oral. Any amendments must be in writing and signed by both parties.

25. Severability

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

26. Assignment

Neither party may assign this Agreement without the prior written consent of the other party, in accordance with Tennessee contract assignment law.

27. Legal Counsel

Both parties acknowledge that they have had the opportunity to seek legal counsel regarding this Agreement and that the Agreement was negotiated at arm's length.

Signatures

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

____________________________

[Service Provider Printed Name]

[Service Provider Title]

Date: [Date]

____________________________

[Client Printed Name]

[Client Title]

Date: [Date]