West Virginia marketing service contract template

West Virginia Marketing Service Contract

This West Virginia Marketing Service Contract (the “Agreement”) is made and entered into as of [Date of Execution], by and between:

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

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

Provider Contact Information:

Business Address: [Business Address]

Phone Number: [Phone Number]

Email: [Email]

Client Contact Information:

Business Address: [Business Address]

Phone Number: [Phone Number]

Email: [Email]

Provider and Client each represent and warrant that they have the full right, power, and authority to enter into and perform this Agreement. [Name of Signatory for Provider] represents that they are duly authorized to sign this Agreement on behalf of the Provider. [Name of Signatory for Client] represents that they are duly authorized to sign this Agreement on behalf of the Client.

Option A: Provider is a sole proprietorship.

Option B: Provider has provided a corporate resolution authorizing the execution of this agreement.

1. Scope of Services

Provider agrees to provide the following marketing services to Client (the “Services”):

Option A: Digital Marketing (including but not limited to):

Search Engine Optimization (SEO)

Search Engine Marketing (SEM)

Social Media Management

Online Advertising (e.g., Google Ads, Social Media Ads)

Option B: Traditional Media:

TV Campaign Management

Radio Campaign Management

Print Campaign Management

Option C: Creative Production:

Copywriting

Graphic Design

Branding

Option D: Public Relations

Option E: Event Management

Option F: Analytics and Reporting

The specific deliverables, measurable objectives (KPIs), and performance metrics for each Service will be as detailed in [Exhibit A - Detailed Service Schedule], which is attached hereto and incorporated by reference. Examples of KPIs include but are not limited to: number of ad impressions, lead generation targets, conversion rates, content calendar delivery, and frequency of status reporting.

2. Project Timeline and Deliverables

The Services shall commence on [Start Date] and conclude on [End Date], unless terminated earlier as provided herein.

Option A: Specific deliverables and milestones are outlined in [Exhibit B - Project Timeline].

Option B: A phased approach will be utilized, with deliverables due on dates specified in [Exhibit B - Project Timeline].

All creative assets are subject to Client's approval, as detailed in Section 5.

3. Client Responsibilities

Client agrees to cooperate fully with Provider in the performance of the Services, including but not limited to:

Providing logos, product details, and other necessary information by [Date].

Approving ads and other marketing materials within [Number] days of submission.

Granting Provider access to relevant digital accounts (e.g., Google Analytics, social media platforms) by [Date].

Providing access to marketing databases as needed.

Failure to meet these deadlines may result in delays in the project timeline and additional costs.

4. Personnel and Location

The primary contact person for Provider will be [Provider Contact Name]. Provider may utilize subcontractors, but Client will be notified of and approve any changes to key personnel or subcontractors.

Option A: Services will be performed remotely.

Option B: Services will be performed at Client's office located at [Client Office Address].

Option C: Services will be performed on-site at events.

Provider will be reimbursed for reasonable travel and out-of-pocket expenses incurred in connection with the Services, subject to Client's prior written approval for expenses exceeding [Dollar Amount].

5. Fees and Payment

Client agrees to pay Provider the following fees for the Services:

Option A: A flat project fee of [Dollar Amount].

Option B: A monthly retainer of [Dollar Amount].

Option C: An hourly rate of [Dollar Amount] per hour.

Option D: Deliverable-based charges as specified in [Exhibit C - Fee Schedule].

Payment will be made according to the following schedule:

[Percentage]% retainer upon execution of this Agreement.

Progress payments as detailed in [Exhibit C - Fee Schedule].

Final invoice due within [Number] days of completion of the Services.

Payments shall be made via [Accepted Payment Methods, e.g., check, wire transfer]. Late payments will accrue interest at a rate of [Percentage]% per month, or the maximum rate permitted by West Virginia law. Invoices will be provided to Client on a [Frequency, e.g., monthly] basis. Provider represents that it will collect and remit applicable West Virginia sales tax on taxable services.

6. Tax Compliance

Provider represents that it is current on all required West Virginia state registrations and licenses, including but not limited to Business and Occupation (B&O) tax obligations, necessary to provide marketing services in West Virginia.

7. Confidentiality

Both Provider and Client agree to hold each other's confidential information in strict confidence. Confidential information includes, but is not limited to, business strategies, marketing data, proprietary customer lists, campaign results, budgets, login credentials, and other sensitive information. This obligation shall continue both during and after the term of this Agreement. Both parties shall comply with all applicable West Virginia data privacy acts and Federal Trade Commission (FTC) advertising and consumer privacy guidelines.

8. Intellectual Property

Ownership and licensing rights related to all intellectual property created under this Agreement, including marketing materials, creative content, data sets, reports, branding, and campaign assets, shall be governed as follows:

Option A: All work product shall be considered a "work made for hire" under U.S. copyright law and owned by Client.

Option B: Provider shall retain ownership of the work product, but grants Client a [Type of License, e.g., perpetual, non-exclusive] license to use the work product.

Provider may use samples of the work product for self-promotion purposes with Client's prior written consent. Client is responsible for obtaining all necessary consents for third-party content used in the marketing materials. Client retains ownership of its data. Provider retains ownership of its analytics tools or platforms.

9. Warranties and Representations

Provider warrants that all content created under this Agreement will be original and will comply with all applicable advertising laws and regulations, including truth-in-advertising, endorsement guidelines, CAN-SPAM, TCPA, and the West Virginia Unfair or Deceptive Acts or Practices law. Provider further warrants that it has obtained valid licenses for all third-party materials used in the Services.

Provider disclaims any responsibility for factors outside of its control, such as platform changes, consumer behavior, or force majeure events. Provider does not guarantee specific sales or ROI outcomes unless otherwise agreed to in writing.

10. Review and Approval

Client shall have the right to review and approve all marketing materials before publication. Client shall provide feedback within [Number] days of submission. Provider shall incorporate Client's feedback and resubmit the materials for final approval. This process shall be limited to [Number] rounds of revisions.

11. Training and Support

Option A: Provider will provide [Number] hours of training to Client's staff on the use of the marketing materials.

Option B: Provider will provide post-campaign support for a period of [Number] days after the conclusion of the Services.

Option C: Provider will provide analytics handover and documentation upon completion of the Services.

Provider warrants correction of performance issues in campaign deliverables for [Number] days post-launch.

12. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to natural disasters, pandemics, government shutdowns, or other force majeure events. The affected party shall promptly notify the other party of such event and shall use commercially reasonable efforts to mitigate the impact of the event.

13. Change Orders

Any significant changes to the scope of the Services shall require a written amendment to this Agreement, signed by both parties. The amendment shall include a description of the changes, the revised fee schedule, and the revised project timeline.

14. Termination

Either party may terminate this Agreement upon written notice to the other party as follows:

Option A: For cause, upon [Number] days' notice, if the other party materially breaches this Agreement.

Option B: Without cause, upon [Number] days' notice.

Upon termination, Client shall be responsible for paying Provider for all Services completed and expenses incurred up to the date of termination. Provider shall return or destroy all confidential information belonging to Client.

15. Breach and Remedies

In the event of a breach of this Agreement, the non-breaching party shall be entitled to seek all available remedies, including but not limited to:

Re-performance of the Services.

Damages.

Fee offsets.

Termination of the Agreement.

Specific breaches relevant to marketing include misuse of advertising budgets, delayed campaign launches, and unauthorized disclosure of client information.

16. Indemnification

Client agrees to indemnify and hold harmless Provider from and against any and all claims, damages, liabilities, and expenses (including attorney's fees) arising out of or relating to Client's products or services, or Client's breach of this Agreement. Provider agrees to indemnify and hold harmless Client from and against any and all claims, damages, liabilities, and expenses (including attorney's fees) arising out of or relating to Provider's negligence or willful misconduct, or Provider's breach of this Agreement, including claims of copyright infringement, defamation, or regulatory violations. Neither party shall be liable for consequential damages to the extent permitted by West Virginia law.

17. Insurance

Provider shall maintain the following insurance coverage:

Commercial general liability insurance with a minimum limit of [Dollar Amount] per occurrence.

Errors & omissions insurance with a minimum limit of [Dollar Amount] per claim.

Cyber liability insurance with a minimum limit of [Dollar Amount] per claim.

Provider shall provide Client with proof of insurance upon request.

18. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved as follows:

1. The parties shall first attempt to resolve the dispute through good faith negotiation.
2. If the dispute cannot be resolved through negotiation, the parties shall submit the dispute to mediation or arbitration in [City, West Virginia].
3. This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia. Venue for any legal action shall be in [County, West Virginia].

The prevailing party in any legal action shall be entitled to recover its reasonable attorney's fees and costs.

19. Regulatory Compliance

Provider shall comply with all applicable West Virginia, federal, and industry-specific regulations pertaining to consumer protection, privacy, advertising, alcohol/tobacco/cannabis (where relevant), sweepstakes/contests, and digital marketing.

20. Licenses and Permits

Provider represents that it has obtained all necessary state and local licenses and permits required to offer marketing services in West Virginia and warrants that all team members are eligible to work in the United States.

21. Contract Review and Amendment

This Agreement shall be reviewed periodically by both parties. Any changes to this Agreement must be in writing and signed by authorized representatives of both parties.

22. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

23. Assignment

Neither party may assign this Agreement without the prior written consent of the other party.

24. Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by email to the addresses set forth above.

25. Severability

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

26. Digital Signature Authorization

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 this Agreement and shall comply with the West Virginia Uniform Electronic Transactions Act.

27. Acknowledgment

Both parties acknowledge that they have reviewed and understood all of the terms and conditions of this Agreement, have had the opportunity to seek legal counsel, and are signing this Agreement voluntarily.

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

[Marketing Service Provider Legal Name]

By: [Name of Signatory for Provider]

Title: [Title of Signatory for Provider]

[Client Legal Name]

By: [Name of Signatory for Client]

Title: [Title of Signatory for Client]