1. Parties
This Marketing Services Agreement (the "Agreement") is made on [DATE] between [CLIENT NAME], located at [CLIENT ADDRESS] (the "Client"), and [AGENCY NAME], located at [AGENCY ADDRESS] (the "Agency").
2. Services
The Agency will provide the following marketing services (the "Services"): [SERVICES, e.g. search engine optimization, paid search and social advertising management, social media content (NUMBER posts per month), email campaigns, content writing (NUMBER articles per month)] for the channels and markets described in Schedule A. Additional services will be agreed in writing.
3. Term
This Agreement starts on [START DATE] and continues for an initial term of [INITIAL TERM, e.g. six (6) months], then renews automatically month to month unless either party gives [NOTICE PERIOD] written notice of non-renewal.
4. Fees and Payment
The Client will pay the Agency [MONTHLY RETAINER / PROJECT FEE] of [AMOUNT AND CURRENCY], invoiced [in advance on the first day of each month / per milestone]. [OPTIONAL: Performance bonus: BONUS TERMS.] Invoices are payable within [PAYMENT TERMS] days. Late payments incur interest of [LATE FEE]% per month, to the extent permitted by law, and the Agency may pause Services while invoices are overdue.
5. Advertising Spend
Media and advertising spend is separate from the Agency's fees. [CHOOSE ONE: The Client will pay ad platforms directly using its own payment method. / The Agency will pay ad platforms and invoice the Client at cost plus a management fee of PERCENT%.] Monthly ad spend will not exceed [MONTHLY BUDGET] without the Client's written approval.
6. Client Responsibilities and Approvals
The Client will provide timely access to relevant accounts, brand guidelines, product information, and a point of contact, [CONTACT NAME]. All public-facing content and campaigns will be submitted to the Client for approval, which the Client will give or refuse within [DAYS] business days. The Client is responsible for the accuracy of product claims and information it provides.
7. Reporting and Performance
The Agency will provide [FREQUENCY, e.g. monthly] reports covering [METRICS, e.g. traffic, leads, conversions, cost per acquisition, return on ad spend] and meet with the Client [MEETING FREQUENCY]. Target metrics in Schedule A are goals, not guarantees; the Agency does not guarantee specific rankings, traffic, or sales, which depend on factors outside its control.
8. Accounts and Ownership
All ad accounts, analytics properties, social profiles, and domains will be created in, or transferred to, the Client's name, and the Client will retain administrative access. On payment, the Client owns the campaign materials, content, and creative produced for it under this Agreement. The Agency retains its pre-existing tools, templates, and methods.
9. Compliance and Confidentiality
Each party will comply with applicable advertising, consumer protection, privacy, and email marketing laws and with platform policies. Each party will keep the other's non-public information confidential. Where the Agency processes personal data on the Client's behalf, the parties will enter into any data processing terms required by law.
10. Termination
Either party may terminate for convenience after the initial term with [NOTICE PERIOD] notice, or immediately if the other party materially breaches this Agreement and fails to cure within [CURE PERIOD] days of notice. On termination, the Client will pay for Services performed to the termination date, and the Agency will hand over account access and work in progress.
11. Liability and Governing Law
Each party's total liability under this Agreement is limited to the fees paid in the [NUMBER] months before the claim, excluding indirect or consequential losses and excluding breaches of confidentiality. This Agreement is governed by the laws of [GOVERNING LAW JURISDICTION], is the entire agreement between the parties, and may only be amended in writing.
12. Signatures
The Parties agree that this Agreement may be signed electronically and in counterparts, and that electronic signatures have the same effect as handwritten signatures. CLIENT: [CLIENT NAME] Signature: ____________________ Name: [SIGNATORY NAME] Title: [SIGNATORY TITLE] Date: [DATE] AGENCY: [AGENCY NAME] Signature: ____________________ Name: [SIGNATORY NAME] Title: [SIGNATORY TITLE] Date: [DATE]