Virginia marketing service contract template

Virginia Marketing Services Contract

This Virginia 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] [Entity Type] with its principal place of business at [Marketing Service Provider Address] (the "Provider"), and its Virginia registered office at [Virginia Registered Office Address] (if applicable); and

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

Scope of Services

Option A: The Provider shall provide the following marketing services to the Client as detailed in Exhibit A (the "Services"): [Detailed description of services, e.g., strategic marketing planning, digital campaign creation, social media management, etc.]

Option B: The Provider will provide marketing services according to individual project scopes defined and agreed upon in separate Statements of Work (SOWs) that will reference this Agreement. Each SOW will outline specific deliverables, timelines, and fees for the project.

Option C: The Provider will provide the Client with marketing consultation services, as needed and requested by the Client. Specific tasks and projects will be detailed in writing via email or other agreed-upon communication methods.

Option D: The Provider will provide a full-service marketing solution, including but not limited to, [list of services]. The full scope of these services will be further defined based on the client's needs assessment, with any additions or subtractions to be approved in writing.

Deliverables and Performance Metrics

Option A: The Provider shall deliver the following tangible items/services by the dates specified in Exhibit B: [List of Deliverables, e.g., campaign assets, reports, website updates, etc.]. Performance will be measured by: [List of Metrics, e.g., website traffic, lead generation, conversion rates, etc.]

Option B: Deliverables and performance metrics will be detailed in each SOW created under this Agreement.

Option C: Deliverables for consultation will be considered any written summaries or recommendations provided after each consultation session.

Option D: Deliverables will include all of the products created in providing services outlined in section 1, Option D, and performance will be based on achievement of KPIs, agreed to in writing.

Client Responsibilities

Option A: The Client shall provide the Provider with the following assets and materials by the dates specified in Exhibit C: [List of Assets, e.g., logos, branding guidelines, access to platforms, etc.].

Option B: The Client shall designate a primary contact person for this Agreement: [Contact Name], [Contact Title], [Contact Email], [Contact Phone Number].

Option C: The Client agrees to provide timely feedback and approvals on all materials submitted by the Provider. Delays in approval may affect project timelines.

Work Methods

Option A: The Provider will perform the Services remotely.

Option B: The Provider will perform the Services on-site at the Client's Virginia facility located at [Client Facility Address] on [Days of the Week].

Option C: The Provider will perform the services using a hybrid model of remote and on-site work. On-site work will occur on [Frequency of on-site work] at the Client’s Virginia facility located at [Client Facility Address]. Travel will be reimbursed at the IRS standard mileage rate.

Fees and Payment

Option A: The Client shall pay the Provider a fixed project price of [Dollar Amount] for the Services described in Exhibit A. Payment will be made according to the following milestone schedule: [Payment Schedule, e.g., 50% upfront, 50% upon completion].

Option B: The Client shall pay the Provider an hourly rate of [Dollar Amount] for the Services. The Provider will submit invoices on a [Frequency, e.g., weekly, bi-weekly, monthly] basis.

Option C: The Client shall pay the Provider a monthly retainer fee of [Dollar Amount]. This fee covers [Services Covered by Retainer]. Additional services will be billed at an hourly rate of [Dollar Amount].

Option D: If applicable, Virginia sales tax of [Percentage]% will be added to all invoices.

Option E: Payments are due within [Number] days of the invoice date. Overdue payments will accrue interest at a rate of [Percentage]% per month, or the maximum rate allowed by Virginia law, whichever is lower.

Intellectual Property

Option A: All intellectual property rights in materials created by the Provider under this Agreement, excluding pre-existing Provider materials, shall be owned by the Client upon full payment.

Option B: The Provider retains ownership of all intellectual property rights in materials created under this Agreement. The Client is granted a non-exclusive license to use the materials for [Specific Use].

Option C: The Provider may use the Client's name and logo in its portfolio and case studies, unless otherwise agreed to in writing by the Client.

Confidentiality

Option A: Both parties agree to hold each other's confidential information in confidence and not disclose it to any third party. Confidential information includes, but is not limited to, [List of Confidential Information, e.g., client lists, marketing data, business strategies].

Option B: This confidentiality obligation shall survive the termination of this Agreement.

Option C: Both parties shall comply with the Virginia Consumer Data Protection Act (VCDPA) regarding the collection, use, and protection of personal information of Virginia residents.

Compliance

Option A: The Provider shall ensure that all marketing materials comply with applicable laws and regulations, including but not limited to the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), and Virginia's "truth in advertising" rules.

Option B: The Client is responsible for providing the Provider with accurate and up-to-date information regarding all applicable laws and regulations.

Option C: The Provider will review all marketing copy for compliance prior to public release and will obtain the Client's approval.

Service Quality Standards

Option A: The Provider shall use commercially reasonable efforts to achieve the performance metrics outlined in Exhibit B.

Option B: In the event of underperformance, the Provider will work with the Client to develop a corrective action plan.

Option C: The Client shall have the right to review and approve all marketing materials before they are published or distributed.

Force Majeure

Option A: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to force majeure events, such as acts of God, war, terrorism, or natural disasters.

Option B: The affected party shall notify the other party of the force majeure event as soon as reasonably practicable.

Modification

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

Option B: Any changes to the scope of Services will require a written change order approved by both parties.

Limitation of Liability

Option A: The Provider's liability under this Agreement shall be limited to the amount of fees paid by the Client to the Provider.

Option B: Neither party shall be liable for any consequential, incidental, or indirect damages arising out of or relating to this Agreement.

Warranty

Option A: The Provider warrants that all marketing materials created under this Agreement will be original, non-infringing, and lawful.

Option B: The Provider shall indemnify and hold harmless the Client from any claims of copyright or trademark infringement arising out of the Provider's work.

Termination

Option A: Either party may terminate this Agreement for cause upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within [Number] days after receipt of such notice.

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

Option C: Upon termination, the Client shall pay the Provider for all Services performed up to the date of termination. The Client shall have the right to all completed creative assets up to the termination date.

Remedies

Option A: In the event of a breach of this Agreement, the non-breaching party shall be entitled to seek all available remedies under Virginia law, including specific performance, damages, and injunctive relief.

Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation between the parties.

Option B: If the parties are unable to resolve the dispute through negotiation, they may submit the dispute to mediation or arbitration in Virginia.

Option C: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. The venue for any legal action shall be in the courts of the Commonwealth of Virginia.

Non-Solicitation and Non-Circumvention

Option A: During the term of this Agreement and for a period of [Number] months following its termination, neither party shall solicit or hire any employee of the other party.

Data Protection

Option A: The Provider shall comply with all applicable data protection laws, including the Virginia Consumer Data Protection Act (VCDPA), when processing personal data of Virginia residents.

Record Retention

Option A: The Provider shall maintain accurate records of all Services performed under this Agreement for a period of [Number] years.

Entire Agreement

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

Severability

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

Assignment

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

Waiver

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

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]

Exhibit A: Scope of Services

[Detailed description of services]

Exhibit B: Deliverables and Performance Metrics

[List of deliverables and performance metrics]

Exhibit C: Client Assets and Materials

[List of assets and materials]