Wisconsin marketing service contract template

Wisconsin Marketing Services Contract

This Wisconsin 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] [Business Structure, e.g., Corporation, LLC], with its principal place of business at [Business Address], with [Registered Agent Name, if applicable] as its registered agent at [Registered Agent Address, if applicable] ("Provider"), and
• [Client Legal Name], a [State of Incorporation] [Business Structure, e.g., Corporation, LLC], with its principal place of business at [Business Address], with [Registered Agent Name, if applicable] as its registered agent at [Registered Agent Address, if applicable] ("Client").

1. Scope of Services

• Option A: Provider shall provide the following marketing services to Client: [Detailed Description of Services, e.g., Digital Marketing, SEO, Social Media Management, Email Campaigns, Content Creation, Brand Strategy, Traditional Advertising, Public Relations, Market Research, Event Promotion, or Media Buying].
• Option B: The specific marketing services to be provided are detailed in Exhibit A, attached hereto and incorporated by reference.
• Deliverables include: [List of Deliverables, e.g., Reports, Content Pieces, Ad Creatives, Campaign Results].
  • Work Stages: [Detailed breakdown of work stages]
  • KPIs: [Measurable Objectives/Key Performance Indicators]
  • Timelines: [Project Timelines and Deadlines]
  • Interim Reporting: [Frequency and type of interim reports]
  • Final Reporting: [Format and content of final report]

2. Client Responsibilities

• Option A: Client shall provide Provider with the following materials and cooperation: [List of Materials, e.g., Logos, Brand Guidelines, Prior Campaign Data, Product/Service Information].
• Option B: Client responsibilities are outlined in detail in Exhibit B, attached hereto and incorporated by reference.
• Deadlines for providing materials: [Specific deadlines for each item].
• Point of Contact: [Client Point of Contact Name], [Client Point of Contact Title], [Client Point of Contact Email], [Client Point of Contact Phone].

3. Service Location and Access

• Option A: Services will be performed [Remote/On-Site/Hybrid].
• Option B: Services will be performed primarily at [Specific Location, if applicable].
• Client will provide access to the following systems and platforms: [List of Systems and Platforms].
• Option A: Provider [is/is not] authorized to use subcontractors or freelancers.
• Option B: Use of subcontractors is subject to Client approval, which [must be written/can be verbal].
• Background checks on subcontractors [are/are not] required.
• Insurance requirements for subcontractors are as follows: [Specific insurance requirements].

4. Project Milestones and Approval Process

• Project milestones are as follows: [List of Project Milestones].
• Review and approval procedures: [Detailed Review and Approval Process for Campaign Drafts, Content, and Media Placements].
• Scheduled Update Meetings: [Frequency and Agenda of Update Meetings or Status Calls].
• Approval timeframe for each deliverable is [Number] business days.

5. Fees and Payment

• Option A: Fixed Fee: The total fee for the services is [Dollar Amount].
• Option B: Retainer: Client shall pay Provider a monthly retainer of [Dollar Amount].
• Option C: Hourly Billing: Provider shall bill Client at a rate of [Dollar Amount] per hour.
• Option D: Campaign-Based Payments: Payment will be based on campaign performance, as detailed in Exhibit C.
• Option E: Performance-Based Payments: Payment will be based on specific performance metrics as outlined in Exhibit C.
• Payment Schedule: [Payment Schedule, e.g., Monthly, Upon Completion of Milestones].
• Invoicing Procedures: [Invoicing Frequency and Content Requirements].
  • Invoices will be sent [Frequency, e.g., monthly].
  • Payment is due within [Number] days of invoice date, in compliance with Wisconsin's Prompt Payment Act.
• Markups and Commissions: [Disclosure of Markups or Third-Party Commissions].
• Wisconsin Taxes: [Statement regarding the application of Wisconsin sales tax, if applicable].

6. Expenses

• Option A: Client will reimburse Provider for reasonable out-of-pocket expenses, up to a maximum of [Dollar Amount] per [Time Period].
• Option B: All out-of-pocket expenses must be pre-approved by Client in writing.
• Advertising spend: [Procedures for Pre-Approved Advertising Spend].
  • Billing procedures for advertising spend: [Detailed billing procedures].
  • Requirements for receipts: [Requirements for receipts and documentation].
  • Pre-approval requirements: [Specific pre-approval requirements for advertising spend].

7. Intellectual Property

• Option A: Provider shall retain all rights, title, and interest in and to all deliverables.
• Option B: All rights, title, and interest in and to all deliverables shall be assigned to Client upon full payment.
• Option C: Provider grants Client a [Type of License, e.g., perpetual, non-exclusive] license to use the deliverables for [Permitted Use].
• Ownership of Client Materials: [Terms for Use of Proprietary Client Materials].
• Transfer of Access to Client Accounts: [Process for Transferring Access to Client Accounts upon Termination].
• Rights to Portfolio Use/Case Studies: [Terms for Provider's Use of Client Work in Portfolio or Case Studies].

8. Confidentiality

• Each party agrees to hold the other party's confidential information in confidence.
• Definition of Confidential Information: [Detailed Definition of Confidential Information, including Trade Secrets, Marketing Strategies, Business Data, and Consumer Information].
• Obligations for handling data in compliance with state and federal data privacy laws, including the Telephone Solicitation rules (Wis. Stat. § 100.52), CAN-SPAM Act, and FTC guidelines for disclosure and online advertising.
• Term of Confidentiality: [Duration of Confidentiality Obligation].

9. Liability and Indemnification

• Provider's liability for any claim arising out of or relating to this Agreement shall be limited to the amount of fees paid by Client to Provider under this Agreement.
• Client shall indemnify and hold Provider harmless from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to [Specify Covered Claims, e.g., Campaign Errors, Compliance Violations, Copyright/Trademark Infringements, Data Breaches].
• Compliance with Chapter ATCP 134 or Wis. Stat. § 943.41 re: unfair trade practices
• Allocation of Liability for unauthorized actions by subcontractors.

10. Change Orders

• Any changes to the scope of services, timeline, or budget must be documented in a written change order signed by both parties.
• Change orders must include: [Required Information for Change Orders, e.g., Detailed Description of Change, Impact on Timeline, Impact on Budget].
• Escalation Process: [Procedure for Resolving Disagreements Regarding Change Orders].
• Documentation Standards: [Standards for Documenting and Approving Change Orders].

11. Delivery and Acceptance

• Standards for timely delivery: [Define reasonable standards for delivery].
• Acceptance Testing: [Process for Client's testing and acceptance of work].
• Requirements for corrections or revisions: [Number of revisions included and process for additional revisions].
• Criteria for client rejection of work: [Specific criteria for rejection].
• Remedies for non-conforming deliverables: [Procedures for addressing non-conforming deliverables].

12. Insurance

• Provider shall maintain the following insurance coverage: [Insurance Requirements, e.g., Professional Liability (E&O), Cyber Liability, Commercial General Liability].
• Minimum coverage amounts: [Minimum coverage amounts].
• Provider will provide proof of insurance upon request.

13. Termination

• Option A: This Agreement may be terminated by either party upon [Number] days written notice.
• Option B: This Agreement may be terminated for cause upon written notice if the other party materially breaches this Agreement.
• Termination for convenience: [Terms for Termination for Convenience].
• Termination for bankruptcy: [Terms for Termination due to bankruptcy].
• Termination for Force Majeure: [Terms for Termination due to Force Majeure].
• Post-termination transition: [Procedures for Post-Termination Transition].
• Work-in-progress transfers: [Terms for transferring work-in-progress].
• Outstanding payment settlements: [Terms for settling outstanding payments upon termination].

14. Records Retention and Audit

• Provider shall retain all records relating to the services provided under this Agreement for a period of [Number] years.
• Audit Rights: [Circumstances under which Client has the right to audit Provider's records].
• Reporting obligations for performance metrics.

15. Non-Solicitation

• During the term of this Agreement and for a period of [Number] months following the termination of this Agreement, neither party shall solicit or attempt to solicit the employees or clients of the other party.
• Limitations on restrictive covenants in compliance with Wis. Stat. § 103.465.

16. Compliance with Laws

• Both parties shall comply with all applicable federal, state, and local laws and regulations, including Department of Agriculture, Trade and Consumer Protection (DATCP) regulations.
• Provider shall maintain any necessary professional registrations or local licensing.

17. Dispute Resolution

• The parties shall attempt to resolve any disputes arising out of or relating to this Agreement through negotiation.
• If negotiation fails, the parties shall submit the dispute to non-binding mediation in [City, Wisconsin].
• If mediation fails, the parties may pursue arbitration or litigation in Wisconsin state court.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin.
• Venue and Jurisdiction: [Specific Venue and Jurisdiction for legal proceedings].

18. 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 reputable overnight courier service to the addresses set forth above.
• Electronic signature acceptance is [permitted/not permitted].

19. Severability

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

20. 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.

21. Representations and Warranties

Each party represents and warrants that it has the authority and capacity to enter into this Agreement.

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.

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

[Marketing Service Provider Legal Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]

Date: [Date]

[Client Legal Name]

By: [Authorized Representative Name]

Title: [Authorized Representative Title]

Date: [Date]