Utah marketing service contract template

Utah Marketing Service Agreement

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

[Marketing Service Provider Name], a [State] [Entity Type, e.g., LLC] with its principal place of business at [Address], Utah, (hereinafter referred to as "Provider"), Utah Business Registration Number: [Registration Number],

and

[Client Name], a [State] [Entity Type, e.g., Corporation] with its principal place of business at [Address], Utah (hereinafter referred to as "Client").

Scope of Services

Option A: General Marketing Services

Provider agrees to provide Client with marketing services as described in Exhibit A, attached hereto and incorporated herein by reference.

Option B: Specific Marketing Services

Digital Marketing Strategy: The Provider will develop a comprehensive digital marketing strategy targeting the [Target Audience] in [Utah Region/City].

Social Media Management: Managing [Number] social media accounts on [List of Platforms, e.g., Facebook, Instagram] including content creation, community engagement, and advertising campaigns.

Paid Advertising (PPC): Managing paid advertising campaigns on [List of Platforms, e.g., Google Ads, Bing Ads] with a monthly budget of [Dollar Amount].

SEO: Search Engine Optimization services to improve Client's website ranking for [Number] keywords relevant to the Utah market.

Content Creation: Creation of [Number] blog posts, [Number] articles, and [Number] social media updates per month.

Influencer Outreach: Identifying and engaging with [Number] influencers in the [Industry] niche relevant to Utah consumers.

Traditional Media Placement: Placing advertisements in [List of Utah Media Outlets].

Branding: Development of brand guidelines and marketing materials for the Utah market.

Analytics/Reporting: Monthly reporting on key performance indicators (KPIs) as outlined in Exhibit B.

Service Channels: Services will be provided on the following channels: [List of Channels].

Performance Benchmarks: The Provider will use the following metrics as performance benchmarks: [List of Metrics].

Deliverables, Timelines, and Approval

Option A: Standard Deliverables

Provider will deliver the services and deliverables as outlined in the project timeline attached as Exhibit C.

Option B: Detailed Deliverables

Projected Milestones: Key milestones include [List of Milestones] with estimated completion dates.

Approval Stages: All deliverables are subject to Client's approval within [Number] business days of delivery.

Performance Metrics: Performance will be measured by [List of Metrics].

Deliverables: [List of Deliverables].

Timelines: [List of Timelines].

Client Responsibilities

Option A: General Responsibilities

Client will provide Provider with all necessary information and materials to perform the services.

Option B: Specific Responsibilities

Brand Assets: Client will provide all brand assets, including logos, fonts, and color palettes, by [Date].

Historical Analytics: Client will provide access to historical analytics data by [Date].

Login Credentials: Client will provide necessary login credentials for relevant platforms by [Date].

Feedback Deadlines: Client will provide feedback on deliverables within [Number] business days.

Approval Cycles: Client will provide final approval within [Number] business days of receiving deliverables.

Revision Requests: Client may request up to [Number] revisions per deliverable.

Client Response Times: Client response to provider request must be within [Number] days.

Utah Consumer Data and Privacy

Option A: Data Privacy Compliance

Provider will comply with all applicable privacy laws, including the Utah Consumer Privacy Act (UCPA).

Option B: Specific Data Handling

Consent Compliance: Provider will obtain necessary consents for marketing activities involving Utah consumers.

Data Security: Provider will implement reasonable security measures to protect consumer data.

Data Usage: Provider will only use consumer data for the purposes outlined in this Agreement.

Work Locations

Option A: Remote Work

All services will be performed remotely.

Option B: On-Site Engagement

Provider will perform services at the following locations: [List of Locations].

On-Premises Consultation: Provider will conduct on-premises consultations at Client's office in [Utah City].

Utah Event Attendance: Provider will attend the following Utah events: [List of Events].

Travel Reimbursement: Client will reimburse Provider for reasonable travel expenses incurred in connection with on-site services, at a rate of [Dollar Amount] per mile or [Other Reimbursement Method].

Service Fees and Payment

Option A: Fixed Fee

The total contract price is [Dollar Amount].

Option B: Detailed Fee Structure

Total Contract Price: [Dollar Amount].

Service Charges: Detailed breakdown of service charges is attached as Exhibit D.

Hourly Rate: [Dollar Amount] per hour for services outside the scope of this Agreement.

Retainer Rate: [Dollar Amount] per month.

Milestone Payments: Payments will be made according to the following milestones: [List of Milestones] and their associated payments.

Invoicing Process: Provider will invoice Client on a [Frequency, e.g., monthly] basis.

Utah Sales Tax: All fees are subject to applicable Utah state and local sales taxes.

Intellectual Property

Option A: Client Ownership

Upon full payment, all creative outputs will transfer to Client.

Option B: Retained Rights

Creative Outputs: Upon full payment, ownership of all creative outputs (e.g., ad copy, graphics) will transfer to Client, except for Provider's proprietary methodologies and templates.

Provider Ownership: Provider retains ownership of its proprietary methodologies and templates.

Usage Rights: Provider is granted a limited license to use the creative outputs for self-promotion with prior written consent from Client.

Utah/Nationwide Usage Rights: Client has usage rights in [Specific regions or nationwide].

Marketing Compliance

Option A: General Compliance

Provider will comply with all applicable federal and Utah laws and regulations.

Option B: Specific Compliance

Federal Regulations: Compliance with CAN-SPAM, TCPA, and FTC marketing guidelines.

Utah-Specific Laws: Adherence to Utah advertising and consumer protection laws.

Regulated Industries: Provider will comply with all restrictions and disclaimers for marketing activities related to alcohol, tobacco, CBD/cannabis, or other regulated Utah industries.

Pre-Approval: Prior written approval from Client is required for any campaigns referencing Utah-specific populations, religious groups, or use of Utah state symbols.

Confidentiality

Option A: Standard Confidentiality

Both parties agree to maintain the confidentiality of proprietary information.

Option B: Detailed Confidentiality

Proprietary Data: Both parties agree to safeguard proprietary client and consumer data.

Duration: The confidentiality obligations will survive termination of this Agreement for a period of [Number] years.

Utah Privacy Law: Provider will comply with all applicable Utah privacy laws, including breach notification duties.

Data Security and Records Retention

Option A: Data Security

Provider will implement reasonable security measures to protect Client data.

Option B: Specific Requirements

Utah Resident Data: Compliance with UCPA and Utah Identity Theft Reporting requirements for handling Utah-resident user data and marketing analytics.

Retention Policy: Data will be retained for a period of [Number] years.

Non-Circumvention and Non-Solicitation

Option A: Standard Clause

Both parties agree not to circumvent or solicit each other's clients or employees.

Option B: Utah Market Specifics

Non-Circumvention: Provider agrees not to circumvent Client's relationships with third-party partners or contractors in the Utah market.

Non-Solicitation: Provider agrees not to solicit Client's employees for a period of [Number] years after termination of this Agreement.

Quality Assurance

Option A: Performance Reporting

Provider will provide regular performance reports to Client.

Option B: Detailed Assurance

Reporting Process: Provider will provide monthly campaign performance reports.

Review Criteria: Deliverables will be reviewed based on [List of Criteria].

Remedies: In the event of underperformance, Provider will provide service credits or fee reductions.

Acceptance Window: Client has [Number] days to accept or reject deliverables.

Post-Campaign Support

Option A: Limited Support

Provider will provide limited post-campaign support.

Option B: Detailed Support

Maintenance: Provider will provide maintenance and issue resolution for a period of [Number] days after campaign completion.

Defect Reporting: Client must report any defects within [Number] days of campaign completion.

Exclusion of Liability: Provider is not liable for results outside its reasonable control, such as algorithm changes by third-party platforms.

Amendment and Escalation

Option A: Standard Amendment

This Agreement may be amended by written agreement of both parties.

Option B: Detailed Procedures

Service Scope Amendments: Any changes to the service scope must be agreed upon in writing.

Escalation Procedures: Disputes will be escalated to [Name/Title] at Provider and [Name/Title] at Client.

Delay Notification: Provider will notify Client of any project delays within [Number] business days.

Force Majeure: Provider will notify Client in case of force majeure, explaining the nature and extent of the disruption and the anticipated duration.

Service Resumption: Services will resume within [Number] days of the resolution of the event, unless otherwise agreed.

Termination

Option A: Standard Termination

This Agreement may be terminated by either party for cause.

Option B: Detailed Termination

For Cause: Either party may terminate this Agreement for cause, including breach of contract, insolvency, fraud, or willful noncompliance.

For Convenience: Either party may terminate this Agreement for convenience with [Number] days' written notice.

Cure Period: The non-breaching party must provide a [Number]-day cure period to the breaching party prior to termination for cause.

Early Termination Fee: If Client terminates for convenience, Client will pay an early termination fee of [Dollar Amount].

Pro-Rata Settlement: Upon termination, Client will pay for services rendered up to the date of termination on a pro-rata basis.

Liability and Indemnification

Option A: Standard Indemnification

Each party will indemnify the other against certain claims.

Option B: Detailed Provisions

Liability: Each party is responsible for its own acts and omissions.

Indemnification: Each party will indemnify and hold harmless the other party from any claims arising out of its breach of this Agreement.

Infringement: Provider is responsible for ensuring marketing campaigns do not infringe on third-party rights or violate regulatory breaches.

Utah Laws: Indemnification will be in accordance with Utah laws.

Noncompliant advertising: Provider is liable for damages caused by noncompliant advertising.

Insurance

Option A: General Coverage

Provider will maintain adequate insurance coverage.

Option B: Specific Requirements

Professional Liability Insurance: Provider will maintain professional liability insurance with a minimum coverage of [Dollar Amount].

Cyber Insurance: Provider will maintain cyber insurance with a minimum coverage of [Dollar Amount].

Utah Compliance: Provider will comply with all Utah state mandates for business operations and insurance coverage.

Governing Law and Dispute Resolution

Option A: Utah Law

This Agreement will be governed by the laws of the State of Utah.

Option B: Detailed Procedures

Governing Law: This Agreement will be governed by the laws of the State of Utah, without regard to its conflict of laws principles.

Venue: Any litigation or arbitration will take place in [City], Utah.

Dispute Resolution:

Negotiation: Parties will first attempt to resolve any disputes through good-faith negotiation.

Mediation: If negotiation fails, parties will attempt mediation in [City], Utah.

Arbitration: If mediation fails, disputes will be resolved through binding arbitration in accordance with Utah law.

Attorney Fees: The prevailing party in any dispute will be entitled to recover its reasonable attorney fees and costs.

Assignment

Option A: No Assignment

This Agreement may not be assigned without the written consent of both parties.

Option B: Subcontracting

This Agreement may not be assigned by either party without the prior written consent of the other party.

Subcontracting: Provider may subcontract certain services, but must ensure that any subcontractors comply with Utah laws and Client confidentiality requirements.

Addenda

Option A: Standard Addenda

Any addenda to this Agreement must be in writing and signed by both parties.

Option B: Specific Utah Addenda

If campaigns target minors, healthcare, finance, or other regulated categories, applicable federal and Utah-specific addenda are attached.

Addenda include relevant disclosures.

Representations and Warranties

Option A: Standard Representations

Both parties represent that they are duly authorized to enter into this Agreement.

Option B: Detailed Warranties

Authority: Both parties represent and warrant that they are duly authorized under Utah law to enter into this Agreement.

Non-Infringement: Client warrants that its marketing content does not infringe on third-party rights or violate Utah advertising standards.

Service Quality: Provider warrants that its services are performed in accordance with local industry best practices and ethical standards.

Miscellaneous

Option A: Standard Clauses

This Agreement constitutes the entire agreement between the parties.

Option B: Utah-Specific Provisions

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

Force Majeure: Neither party will be liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control.

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

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

Electronic Signature: This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Electronic signatures are permitted and valid under Utah’s Uniform Electronic Transactions Act.

Optional Clauses

Review and Renewal: This contract may be reviewed and renewed annually on [Date].

Exclusivity: Provider is granted [Exclusive/Non-Exclusive] rights to provide services in the Utah market.

Notice: All notices and communication must be provided in writing.

Notice Address for Provider: [Address]

Notice Address for Client: [Address]

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

[Marketing Service Provider Name]

By: [Name]

Title: [Title]

[Client Name]

By: [Name]

Title: [Title]

Exhibit A: Scope of Services

[Detailed Description of Services]

Exhibit B: Key Performance Indicators (KPIs)

[List of KPIs]

Exhibit C: Project Timeline

[Project Timeline]

Exhibit D: Service Charges Breakdown

[Service Charges Breakdown]