Texas marketing service contract template

Texas Marketing Services Agreement

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

[Service Provider Name], a [Service Provider Entity Type] with its principal place of business at [Service Provider Address], Texas, holding Federal Tax ID [Service Provider Tax ID] and Texas Franchise Tax Number [Service Provider Franchise Tax Number] ("Service Provider"); and

[Client Name], a [Client Entity Type] with its principal place of business at [Client Address], Texas, holding Federal Tax ID [Client Tax ID] and Texas Franchise Tax Number [Client Franchise Tax Number] ("Client").

1. Scope of Marketing Services

Option A: Comprehensive Marketing Services: Service Provider will provide a full range of marketing services as described in Exhibit A attached hereto, including but not limited to campaign strategy, creative development, digital marketing (SEO, SEM, social media, email), media buying, public relations, content production, branding, analytics and reporting, event marketing, and influencer collaboration. Specific project phases, goals, measurable KPIs, and Texas market targeting (if relevant) are detailed in Exhibit A.

Option B: Specific Marketing Services: Service Provider will provide the following specific marketing services: [Detailed description of services]. This may include:

• Digital Marketing: Including SEO, SEM, social media management, and email marketing campaigns, adhering to CAN-SPAM Act and TCPA regulations.
• Content Creation: Including blog posts, articles, website copy, and marketing collateral.
• Media Buying: Including planning, negotiation, and execution of media buys across various channels.

Option C: Project-Based Services: Service Provider will provide marketing services specifically for the project described as [Project Name], with deliverables as outlined in Exhibit B attached hereto.

2. Client Responsibilities

Option A: Client will provide Service Provider with all necessary information, materials, and approvals required to perform the services, including:

• Accurate product/service information.
• Legal approvals for marketing materials.
• Brand assets (logos, style guides, etc.).
• Timely feedback on deliverables (within [Number] business days of submission).
• Access to relevant client systems and platforms.

Option B: Client will designate a primary contact person, [Client Contact Name], with the authority to make decisions and provide approvals on behalf of the Client.

Option C: Client is responsible for ensuring all provided materials comply with applicable laws and regulations, including the Texas Deceptive Trade Practices Act.

3. Service Standards and Compliance

Option A: Service Provider will perform all services in a professional and workmanlike manner, consistent with industry standards and best practices. Deliverables will be provided in the format specified in Exhibit A/B.

Option B: All marketing services will comply with applicable laws and regulations, including the Texas Deceptive Trade Practices Act, CAN-SPAM Act (for email campaigns), TCPA (for telemarketing, if applicable), and Texas-specific data protection and privacy laws.

Option C: Where applicable, Service Provider will adhere to requirements for marketing to minors or regulated industries in Texas (e.g., alcohol, tobacco).

4. Working Location and Expenses

Option A: Designated working location: [Onsite/Offsite/Remote within Texas/Hybrid].

Option B: Travel authorization protocols: Travel requires prior written approval from Client.

Option C: Expense reimbursement: Reimbursable expenses (e.g., travel, lodging) will be reimbursed at cost, subject to Client's expense policy (available upon request). Mileage will be reimbursed at the current IRS standard mileage rate (relevant to Texas).

5. Fees and Payment

Option A: Hourly Rate: The hourly rate for services is [Dollar Amount] per hour.

Option B: Retainer: The Client will pay a monthly retainer fee of [Dollar Amount].

Option C: Performance-Based Compensation: Service Provider will receive a performance-based bonus of [Percentage]% of [Specify Metric].

Option D: Media Purchase Markup/Commission: Service Provider will receive a [Percentage]% markup/commission on media purchases.

Option E: Third-Party Costs: All third-party costs (e.g., printing, advertising) require pre-approval from Client.

Payment Schedule: Invoices will be submitted [Monthly/Quarterly/Upon Completion of Milestones]. Payment is due within [Number] days of invoice date. Texas sales/use tax will be added to invoices where applicable.

Late Payment: Late payments will be subject to a late fee of [Percentage]% per month, or the maximum rate permitted by Texas law, whichever is lower.

6. Intellectual Property

Option A: Copyright Ownership: Client owns all copyrights in deliverables created specifically for Client under this Agreement.

Option B: License: Service Provider grants Client a [Perpetual/Limited], [Exclusive/Non-Exclusive] license to use the deliverables for [Specified Purpose].

Option C: Pre-Existing Materials: Service Provider retains all rights to pre-existing materials used in the creation of deliverables.

Work for Hire Acknowledgment: The parties agree that all deliverables created by the Service Provider for the Client under this Agreement shall be considered "work made for hire" under Texas and federal copyright law, with Client owning all right, title, and interest therein.

Portfolio Display: Service Provider may display deliverables in its portfolio, subject to Client's prior written approval.

7. Confidentiality

Option A: Confidential Information: Both parties agree to hold each other's confidential information in confidence and not disclose it to third parties without prior written consent.

Option B: Duration: This confidentiality obligation will continue for [Number] years after the termination of this Agreement.

Option C: Permitted Disclosures: Confidential information may be disclosed to employees, agents, and contractors who have a need to know and are bound by similar confidentiality obligations.

8. Data Protection

Option A: Service Provider will comply with all applicable data protection laws and regulations, including Texas privacy initiatives and sector-specific rules (e.g., insurance, health, finance).

Option B: Service Provider will implement reasonable security measures to protect client and consumer data from unauthorized access, use, or disclosure.

9. Quality Assurance

Option A: Client will have [Number] days to review and accept deliverables.

Option B: Service Provider will provide [Number] rounds of revisions based on Client's feedback.

Option C: If deliverables do not conform to the specifications in Exhibit A/B, Service Provider will rectify the non-conforming work at its own expense.

10. Indemnification

Option A: Service Provider will indemnify and hold harmless Client from any claims arising from:

• Intellectual property infringement.
• False advertising.
• Regulatory violations.
• Third-party claims.

Option B: Client will indemnify and hold harmless Service Provider from any claims arising from:

• Inaccurate information provided by Client.
• Client's use of deliverables in a manner not authorized by this Agreement.

Limitation of Liability: In no event shall either party be liable for consequential, incidental, indirect, special, or punitive damages.

11. Delays and Force Majeure

Option A: Neither party will be liable for delays caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, and government regulations.

Option B: If a force majeure event occurs, the affected party will notify the other party as soon as reasonably practicable and will use commercially reasonable efforts to mitigate the impact of the event.

Delays: In case of project scope changes or deliverable substitution, the timelines must be adjusted by mutual agreement, documented in writing, and reflect a reasonable extension based on effort and resource requirements.

12. Termination

Option A: Either party may terminate this Agreement upon [Number] days written notice to the other party.

Option B: Either party may terminate this Agreement immediately upon written notice if the other party breaches a material term of this Agreement and fails to cure the breach within [Number] days of receiving written notice of the breach.

Option C: Client obligations on provider’s early termination include compensating Service Provider for all work completed up to the date of termination.

13. Non-Solicitation and Non-Competition

Option A: During the term of this Agreement and for a period of [Number] months after termination, Client will not solicit or hire any employees of Service Provider.

Option B: During the term of this Agreement and for a period of [Number] months after termination, Service Provider will not provide similar services to Client's direct competitors within [Geographic Area, e.g., Texas]. This clause's enforceability is subject to Texas statutory requirements.

14. Dispute Resolution

Option A: Negotiation: The parties will first attempt to resolve any disputes through good-faith negotiation.

Option B: Mediation: If negotiation fails, the parties will submit the dispute to mediation in [City], Texas.

Option C: Arbitration/Litigation: If mediation fails, the parties will resolve the dispute through [Binding Arbitration per Texas law/Litigation in [Specified Texas state or federal courts]]. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. Venue for any legal action shall be in [Client's Texas County of Principal Business].

15. Miscellaneous

Option A: Amendments: This Agreement may be amended only by a written instrument signed by both parties.

Option B: Waiver: No waiver of any provision of this Agreement will be effective unless in writing and signed by the waiving party.

Option C: Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

Notices: All notices under this Agreement must be in writing and sent by [Certified Mail/Email with Confirmation] to the addresses listed above.

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

Insurance: Service Provider shall maintain [Texas-compliant Commercial General Liability/Professional Liability/Cyber Risk Insurance] with coverage of no less than [Dollar amount].

HUB Participation: If this contract relates to the public sector, compliance with Texas Historically Underutilized Business (HUB) participation is required.

Recordkeeping: Service Provider must maintain records related to marketing campaigns in compliance with Texas business practices. Client has inspection rights for these records.

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

[Service Provider Name]

By: [Service Provider Representative Name]

Title: [Service Provider Representative Title]

[Client Name]

By: [Client Representative Name]

Title: [Client Representative Title]