Washington marketing service contract template

Washington Marketing Service Agreement

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

[Marketing Service Provider Legal Name], a [State] [Entity Type, e.g., LLC] with its principal place of business at [Address], hereinafter referred to as "Provider," and

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

1. Scope of Services

Option A: General Marketing Services. The Provider shall provide Client with marketing services as generally described in [Description of Services].

Option B: Specific Marketing Services. The Provider shall provide Client with the following specific marketing services:

Digital Marketing: [Detailed description of digital marketing services, e.g., SEO, SEM, PPC, Email Marketing]

Social Media Management: [Detailed description of social media management services, e.g., content creation, community management, advertising]

Advertising Campaign Planning and Execution: [Detailed description of advertising campaign services, e.g., media buying, ad creation, campaign management]

Content Creation: [Detailed description of content creation services, e.g., blog posts, website copy, videos]

Market Research: [Detailed description of market research services, e.g., surveys, focus groups, competitive analysis]

SEO/SEM: [Detailed description of SEO/SEM services, e.g., keyword research, on-page optimization, link building]

Branding Strategy: [Detailed description of branding strategy services, e.g., brand guidelines, logo design, messaging]

Public Relations: [Detailed description of public relations services, e.g., press releases, media outreach, event planning]

Email Marketing: [Detailed description of email marketing services, e.g., list management, campaign creation, automation]

Analytics: [Detailed description of analytics services, e.g., data tracking, reporting, analysis]

Option C: Other Services. [Description of other services].

2. Deliverables and Performance Metrics

Option A: General Deliverables. The Provider shall deliver the following deliverables: [Description of Deliverables].

Option B: Specific Deliverables. The Provider shall deliver the following specific deliverables: [List of Specific Deliverables].

Key Performance Indicators (KPIs):

Impressions: [Target Number]

Engagement Rates: [Target Percentage]

Conversion Rates: [Target Percentage]

Lead Generation: [Target Number of Leads]

ROI Targets: [Target ROI Percentage]

3. Deadlines and Approval Process

Option A: Project Timeline. The Provider shall adhere to the following project timeline: [Project Timeline].

Option B: Milestone-Based Deadlines. The following milestones and deadlines apply:

Milestone 1: [Milestone Description] - Deadline: [Date]

Milestone 2: [Milestone Description] - Deadline: [Date]

Milestone 3: [Milestone Description] - Deadline: [Date]

Approval Process: Client shall approve or reject deliverables within [Number] business days of receipt. Revisions must be completed within [Number] business days of notification.

4. Client Responsibilities

Option A: Provision of Materials. Client shall provide the following materials: [List of Materials].

Option B: Access and Approvals.

Brand Guidelines: Available within [Number] days of request.

Access to Analytics: Granted within [Number] days of request.

Approval Points: Approvals to be provided within [Number] business days of submission.

Contact Information: [List all needed contact information]

5. Work Location

Option A: Remote. All services will be provided remotely.

Option B: On-Site. Services will be provided on-site at [Client Address].

Travel Expenses: Provider will be reimbursed for reasonable travel expenses incurred for on-site work, subject to prior Client approval and submission of receipts. Reimbursement will follow the State of Washington's travel reimbursement guidelines.

6. Fees and Payment

Option A: Retainer. Client shall pay Provider a monthly retainer fee of [Dollar Amount].

Option B: Hourly. Client shall pay Provider an hourly rate of [Dollar Amount].

Option C: Project-Based. Client shall pay Provider a project fee of [Dollar Amount] for the entire scope of services.

Invoicing: Provider shall submit invoices to Client on a [Frequency, e.g., monthly, bi-weekly] basis.

Payment Terms: Payment is due within [Number] days of the invoice date.

Late Payment Penalty: Late payments shall accrue interest at a rate of [Percentage] per month, or the maximum rate allowed by Washington law, whichever is lower.

Washington B&O Tax: All fees are exclusive of applicable Washington State Business and Occupation (B&O) tax, which is the responsibility of the Provider.

7. Intellectual Property

Option A: Work for Hire. All deliverables created by Provider under this Agreement shall be considered "works for hire" under Washington law and shall be owned exclusively by Client.

Option B: Assignment of Rights. Provider hereby assigns to Client all right, title, and interest in and to all deliverables created under this Agreement.

Provider's Pre-Existing Tools: Provider retains ownership of its pre-existing proprietary tools and methodologies. Client is granted a license to use such tools solely for the purpose of utilizing the deliverables provided under this Agreement.

8. Confidentiality

Option A: Mutual Confidentiality. Both parties agree to hold confidential all business, client, and campaign data received from the other party.

Option B: Provider's Confidentiality. Provider shall maintain the confidentiality of all Client information, including but not limited to client lists, marketing strategies, and customer data, pursuant to the Washington Uniform Trade Secrets Act.

Obligations Survive Termination: The confidentiality obligations under this section shall survive the termination of this Agreement.

9. Data Usage and Sharing

Client Data. Provider shall comply with the Washington Consumer Protection Act and all applicable privacy regulations regarding the use and sharing of client and end-user data.

Email Marketing Compliance. All email marketing activities will comply with the CAN-SPAM Act and any other applicable Washington state-specific digital advertising rules.

10. Subcontracting

Subcontracting Restrictions: Provider shall not subcontract any services under this Agreement without the prior written consent of Client.

Third-Party Compliance: Any approved subcontractors must comply with equivalent Washington regulations and contract obligations.

11. Compliance with Laws

Provider shall comply with all applicable federal and Washington State laws regulating marketing practices, including RCW 19.86 (False Advertising) and telemarketing regulations.

Industry-Specific Regulations: [Specify compliance obligations for regulated industries, e.g., cannabis, alcohol, gambling].

12. Quality Assurance

Service Standards: Provider shall provide services in accordance with industry best practices.

Client Monitoring: Client shall have the right to monitor the quality and effectiveness of the services provided by Provider.

Reporting: Provider will provide regular performance reports to the client on a [Frequency, e.g., monthly, quarterly] basis.

13. Post-Campaign Support

Option A: Limited Post-Campaign Support. Provider shall provide [Number] days of post-campaign support.

Option B: Extended Post-Campaign Support. Provider shall provide the following post-campaign support services: [Description of Post-Campaign Support].

Data Reporting: Provider shall provide a final data report within [Number] days after campaign completion.

14. Consumer Disclosures

Compliance: For any sweepstakes, contests, or endorsements used in campaigns, Provider shall comply with all applicable Washington laws and regulations, including the Washington State Gambling Commission's prize solicitation laws.

FTC Endorsement Guidelines: Provider will adhere to the FTC's endorsement guidelines as enforced in Washington.

15. Termination

Option A: Termination for Convenience. Either party may terminate this Agreement for any reason with [Number] days written notice.

Option B: Termination for Cause. Either party may terminate this Agreement for cause if the other party breaches a material term of this Agreement.

Notice: Termination shall be effective [Number] days after written notice of the breach.

Regulatory Changes: Client may terminate this agreement if regulatory changes in Washington render the marketing services illegal or impractical.

16. Limitation of Liability

Limitation on Damages: Provider's liability under this Agreement shall be limited to the amount of fees paid by Client to Provider in the [Number] months preceding the claim.

Waiver: Neither party shall be liable for any consequential or indirect damages.

17. Insurance

Provider shall maintain appropriate insurance, including general liability and professional liability insurance, in compliance with Washington law.

Client Right to Request Evidence: Client shall have the right to request evidence of such insurance coverage.

18. Changes in Scope

Amendment: Any changes to the scope of services must be agreed to in writing and signed by both parties.

Approval: Client-requested adjustments or campaign reallocations must be approved in writing.

19. Dispute Resolution

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

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

Mediation: If negotiation fails, the parties shall attempt to resolve the dispute through mediation in [City, Washington].

Venue: Exclusive venue for any litigation or arbitration shall be in the state and federal courts located in [County], Washington.

20. Conflicts of Interest

Disclosure: Provider represents that it has disclosed any known conflicts of interest.

Authority: Provider represents that it has the authority, licensing, and ability to legally provide services under Washington law.

21. Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes under the Washington Electronic Signatures Act.

22. Notices

All notices shall be in writing and sent to the addresses listed above. Notices may be sent electronically or by mail, referencing Washington delivery standards.

23. Miscellaneous

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

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

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

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]

[Client Legal Name]

By: [Name]

Title: [Title]