Wyoming marketing service contract template

Wyoming Marketing Services Agreement

This Marketing Services Agreement (the “Agreement”) is made and entered into as of [Date] by and between:

• [Service Provider Full Legal Name], a [Business Entity Type (e.g., Wyoming LLC, Sole Proprietorship)] with a principal place of business at [Service Provider Address], telephone number [Service Provider Phone Number], and email address [Service Provider Email] (the “Service Provider”); and

• [Client Full Legal Name], a [Business Entity Type (e.g., Wyoming Corporation, Partnership)] with a principal place of business at [Client Address], telephone number [Client Phone Number], and email address [Client Email] (the “Client”).

1. Scope of Marketing Services

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

• Option A: Market Research.

• [Description of Market Research Services, including methodologies and deliverables]

• Option B: Branding.

• [Description of Branding Services, including logo design, brand guidelines, and messaging]

• Option C: Campaign Strategy.

• [Description of Campaign Strategy Services, including target audience definition, channel selection, and budget allocation]

• Option D: Digital Marketing.

• [Description of Digital Marketing Services, including specific channels and activities]

• SEM (Search Engine Marketing): [Details of SEM services]

• Social Media Management: [Details of Social Media Management services]

• Content Creation: [Details of Content Creation services]

• PPC (Pay-Per-Click): [Details of PPC advertising services]

• Display Advertising: [Details of Display Advertising services]

• Option E: Offline Promotion.

• [Description of Offline Promotion Services, including events, print media, and public relations]

• Option F: Web Analytics.

• [Description of Web Analytics Services, including tracking, reporting, and analysis]

• Option G: Ongoing Performance Reporting.

• [Description of Ongoing Performance Reporting Services, including frequency and format]

2. Campaign Planning and Timeline

The Service Provider shall develop a detailed campaign plan and timeline for the Services, including:

• Deliverables: [List of Deliverables]

• Review Stages: [Description of Review Stages]

• Approval Processes: [Description of Approval Processes]

• Measurable KPIs: [List of Measurable KPIs]

• Reporting Formats: [Description of Reporting Formats]

• Frequency: [Reporting Frequency (e.g., weekly, monthly)]

• Review Mechanisms: [Description of Review Mechanisms for Campaign Results]

3. Client Responsibilities

The Client shall be responsible for:

• Providing information and materials, including:

• Product Details: [Description of Required Product Details]

• Brand Assets: [Description of Required Brand Assets]

• Pre-Existing Marketing Collateral: [Description of Required Marketing Collateral]

• Collaboration Expectations: [Description of Collaboration Expectations]

• Response Times: [Required Response Times]

• Approval Deadlines: [Approval Deadlines]

4. Work Location and Travel

• Option A: Remote. All services will be performed remotely.

• Option B: On-Site. All services will be performed on-site at the Client's premises in Wyoming.

• Address: [Client's On-Site Address]

• Option C: Hybrid. Services will be performed both remotely and on-site.

• [Specify which services will be performed remotely and which on-site]

• Travel Reimbursement:

• Option A: Travel expenses will not be reimbursed.

• Option B: Travel expenses within Wyoming will be reimbursed, subject to prior Client approval.

• Allowable Expense Categories: [List of Allowable Expense Categories (e.g., mileage, lodging)]

• Required Documentation: [Description of Required Documentation (e.g., receipts)]

5. Pricing and Payment

• Pricing Structure:

• Option A: Fixed Fee. [Total Fixed Fee Amount] for the Services described in Section 1.

• Option B: Hourly Rate. [Hourly Rate] per hour for the Services described in Section 1.

• Option C: Retainer. [Monthly Retainer Amount] per month for the Services described in Section 1.

• Option D: Performance-Based. [Description of Performance-Based Pricing, including deliverables tied to payments]

• Payment Schedule: [Detailed Payment Schedule]

• Acceptable Payment Methods: [List of Acceptable Payment Methods (e.g., check, wire transfer, credit card)]

• Wyoming Sales Tax:

• Sales tax will be collected and remitted in accordance with Wyoming state law.

• [Specify if an exemption applies and the basis for the exemption]

• Late Payment Consequences:

• A late payment fee of [Late Payment Fee Percentage]% per month will be applied to any overdue amounts, up to the maximum interest rate permitted by Wyoming usury laws.

6. Intellectual Property Ownership

• Option A: Client Ownership. All final marketing materials, campaign assets, analytics data, and associated documentation shall become the property of the Client upon final payment.

• Option B: Provider Ownership with License. The Service Provider retains ownership of all final marketing materials, campaign assets, analytics data and associated documentation. The Service Provider grants the client a perpetual, royalty-free, non-transferable license to use the assets for marketing purposes.

• Service Provider's Rights to Pre-Existing Material: [Description of Service Provider's Rights to Pre-Existing Material]

• Usage Rights for Case Studies or Portfolios: [Description of Usage Rights for Case Studies or Portfolios]

7. Compliance Representations and Warranties

The Service Provider represents and warrants that all marketing content will conform to applicable laws and regulations, including:

• Wyoming Consumer Protection Act

• CAN-SPAM Act (for email marketing)

• Telephone Consumer Protection Act (for telemarketing/SMS)

• FTC advertising guidelines

• [List of any industry-specific rules relevant to the Client's sector (e.g., healthcare, financial services, alcohol)]

8. Confidentiality

Both parties agree to maintain the confidentiality of proprietary business, marketing, and customer information. This obligation shall survive termination of this Agreement in accordance with the Wyoming Uniform Trade Secrets Act.

9. Data Protection

The Service Provider shall handle consumer and analytics data in compliance with the Wyoming Personal Information Protection Act and implement measures for data security, data storage, and breach notification processes as required by state law.

10. Representations and Warranties

Both parties represent and warrant that they have the authority to enter into this Agreement, that they will not infringe upon the rights of any third party, and that they will comply with all applicable anti-spam and advertising laws in Wyoming.

11. Quality Assurance

• Benchmarks for Campaign Effectiveness: [Description of Benchmarks for Campaign Effectiveness]

• Response Times for Technical Issues: [Description of Response Times for Technical Issues]

• Accepted Error Margins: [Description of Accepted Error Margins]

• Client Review and Feedback Process: [Description of Client Review and Feedback Process]

• Procedure for Correcting Non-Conforming Services: [Description of Procedure for Correcting Non-Conforming Services]

12. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by events beyond its reasonable control, including severe weather, wildfires, state-specific regulatory action, or other acts of God relevant to Wyoming. The affected party shall provide prompt notification and make reasonable efforts to mitigate the impact of the force majeure event.

13. Termination

• Option A: Default. Either party may terminate this Agreement if the other party defaults in the performance of any material obligation.

• [Specify Notice Period for Default Termination (e.g., 30 days)]

• Option B: Mutual Agreement. This Agreement may be terminated by mutual written agreement of both parties.

• Option C: For-Cause. Either party may terminate this Agreement for cause, including:

• Non-Payment: [Number] days after written notice of non-payment.

• Unapproved Delays: [Number] days delay without written approval.

• Regulatory Noncompliance: Failure to comply with applicable laws and regulations in Wyoming.

• [Specify Notice Period for For-Cause Termination (e.g., 30 days)]

• Effect of Termination:

• Fees Owed: All outstanding fees for services rendered up to the date of termination shall be immediately due and payable.

• Transfer of Partially Completed Materials: [Description of Process for Transfer of Partially Completed Materials]

• Settlement of Final Invoices: [Description of Process for Settlement of Final Invoices]

14. Indemnification

The Service Provider shall indemnify and hold harmless the Client from any claims arising from third-party IP infringement or non-compliant advertising. The Client shall indemnify and hold harmless the Service Provider from claims arising from the Client's misuse of materials. Indemnification shall be apportioned according to Wyoming legal standards.

15. Limitations of Liability

Neither party shall be liable for any indirect or consequential damages. The total liability of the Service Provider shall be limited to [Dollar Amount]. This limitation does not apply to gross negligence or willful misconduct.

16. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through:

• Escalation from Negotiation to Mediation or Arbitration.

• Exclusive Venue and Governing Law: The exclusive venue for any legal action shall be the state and, where specified, county courts in Wyoming. This Agreement shall be governed by the laws of the State of Wyoming.

17. Compliance Affirmation

All services provided under this Agreement will comply with Wyoming specific marketing, telemarketing, and business regulations, as well as applicable federal law.

18. Independent Contractor Status

The Service Provider is an independent contractor and not an employee of the Client. The Service Provider is responsible for all applicable taxes and employment liabilities.

19. Insurance Requirements

• Option A: Insurance Not Required. The Service Provider is not required to carry insurance.

• Option B: Insurance Required. The Service Provider shall maintain the following insurance policies with minimum coverage amounts specifically recognized in Wyoming:

• General Liability Insurance: [Minimum Coverage Amount]

• Professional Liability Insurance: [Minimum Coverage Amount]

• Cyber Liability Insurance: [Minimum Coverage Amount]

20. Changes in Law

In the event of changes in applicable laws or Wyoming regulations, the parties shall amend this Agreement as necessary.

21. Non-Solicitation and Non-Circumvention

During the term of this Agreement and for a period of [Number] months thereafter, neither party shall solicit or circumvent the other party's clients or employees, to the extent permissible under Wyoming law.

22. Notices

All communications and notices must be in writing and delivered by:

• Email: [Valid Email Addresses for Each Party]

• Physical Delivery: [Physical Addresses for Each Party]

23. Appendices and SOWs

The following appendices and statements of work (SOWs) are attached to and incorporated into this Agreement:

• Appendix A: [Description of Appendix A]

• SOW 1: [Description of SOW 1]

Signature

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

[Service Provider Full Legal Name]

By: [Service Provider Authorized Signatory Name]

Title: [Service Provider Authorized Signatory Title]

Date: [Date]

[Client Full Legal Name]

By: [Client Authorized Signatory Name]

Title: [Client Authorized Signatory Title]

Date: [Date]