Service Agreement For Digital Marketers
Digital Marketing Service Agreement
This Digital Marketing Service Agreement (the “Agreement”) is made and entered into as of [DATE] by and between [DIGITAL MARKETING AGENCY NAME], a [STATE] [CORPORATION/LLC/SOLE PROPRIETORSHIP] with its principal place of business at [ADDRESS] (“Agency”), and [CLIENT NAME], a [STATE] [CORPORATION/LLC/SOLE PROPRIETORSHIP] with its principal place of business at [ADDRESS] (“Client”).
1. Scope of Services
Agency agrees to provide the Client with the following digital marketing services (the “Services”):
- Search Engine Optimization (SEO): This includes keyword research, on-page optimization (meta descriptions, title tags, content optimization), off-page optimization (link building, directory submissions), and technical SEO audits. Deliverables will include [SPECIFIC DELIVERABLES, e.g., monthly SEO reports, list of backlinks acquired].
- Search Engine Marketing (SEM) / Pay-Per-Click (PPC) Advertising: This includes campaign setup and management on platforms such as Google Ads, Bing Ads, and social media advertising platforms. Services include keyword research, ad copy creation, bid management, performance tracking, and budget optimization. Deliverables will include [SPECIFIC DELIVERABLES, e.g., weekly/monthly performance reports, ad copy variations].
- Social Media Marketing (SMM): This includes content creation, social media posting and engagement, community management, social media advertising campaigns, and analytics tracking. Platforms may include Facebook, Instagram, Twitter, LinkedIn, and others as agreed upon. Deliverables will include [SPECIFIC DELIVERABLES, e.g., social media content calendar, engagement reports, campaign performance data].
- Content Marketing: This includes blog post writing, article creation, infographic design, video production, and other content creation services aimed at attracting and engaging the Client’s target audience. Deliverables will include [SPECIFIC DELIVERABLES, e.g., number of blog posts per month, content performance reports].
- Email Marketing: This includes email list management, email template design, email campaign creation, segmentation, and performance tracking. Deliverables will include [SPECIFIC DELIVERABLES, e.g., email campaign performance reports, list growth analysis].
- Website Analytics and Reporting: Agency will provide regular reports on website traffic, user behavior, and campaign performance using tools such as Google Analytics. Reports will include key performance indicators (KPIs) and actionable insights. The frequency of reports will be [SPECIFIC FREQUENCY, e.g., monthly, quarterly].
A detailed breakdown of the Services and associated deliverables will be outlined in a separate Statement of Work (SOW) which will be attached to and incorporated into this Agreement. The SOW will be mutually agreed upon and may be amended in writing from time to time.
2. Term and Termination
This Agreement shall commence on [START DATE] and shall continue for a term of [DURATION, e.g., 12 months] (the “Initial Term”). Thereafter, this Agreement shall automatically renew for successive [DURATION, e.g., 12-month] terms (each a “Renewal Term”), unless either party provides written notice of termination at least [NUMBER] days prior to the end of the Initial Term or any Renewal Term.
Either party may terminate this Agreement for cause upon written notice if the other party materially breaches this Agreement and fails to cure such breach within [NUMBER] days after receiving written notice of the breach.
Client may terminate this Agreement for convenience upon [NUMBER] days written notice to Agency, subject to payment of all fees due for Services rendered up to the date of termination, plus any non-cancellable expenses incurred by the Agency on behalf of the Client (e.g., pre-paid advertising spend). Agency may terminate this Agreement for convenience upon [NUMBER] days written notice to Client.
Upon termination of this Agreement for any reason, Agency shall deliver to Client all Client-owned data and materials in Agency’s possession, including but not limited to website access credentials, advertising account access, and customer lists.
3. Fees and Payment
In consideration for the Services, Client shall pay Agency the following fees:
- Setup Fee: [AMOUNT] (one-time fee, if applicable)
- Monthly Retainer Fee: [AMOUNT] per month
- Project-Based Fees: As outlined in the SOW for specific projects
- Advertising Spend: Client is responsible for funding the advertising spend directly to the advertising platforms. Agency will manage the budget and provide recommendations for optimal spend allocation.
All fees are payable in [CURRENCY] within [NUMBER] days of invoice date. Late payments may be subject to a late payment fee of [PERCENTAGE] per month on the outstanding balance.
Agency reserves the right to adjust the Monthly Retainer Fee upon [NUMBER] days written notice to Client, provided that any such adjustment is reasonable and reflects changes in the scope of Services or market conditions.
Client is responsible for all taxes, duties, and other charges associated with the Services.
4. Intellectual Property
All pre-existing intellectual property rights of each party shall remain the exclusive property of that party. Any new intellectual property created by Agency in connection with the Services, excluding Client’s pre-existing intellectual property, shall be owned by Agency. Agency grants to Client a non-exclusive, non-transferable license to use such intellectual property solely for the purpose of utilizing the Services during the term of this Agreement.
Client grants to Agency a non-exclusive license to use Client’s trademarks, logos, and other brand assets solely for the purpose of providing the Services.
5. Confidentiality
Each party agrees to hold confidential all non-public information of the other party that is disclosed in connection with this Agreement. This includes, but is not limited to, business plans, customer lists, financial information, and marketing strategies. This obligation of confidentiality shall survive the termination of this Agreement.
6. Limitation of Liability
In no event shall either party be liable to the other party for any indirect, incidental, consequential, special, or punitive damages arising out of or relating to this Agreement, even if such party has been advised of the possibility of such damages. Agency’s total liability under this Agreement shall be limited to the amount of fees paid by Client to Agency during the [NUMBER] months immediately preceding the event giving rise to the claim.
7. Indemnification
Client agrees to indemnify, defend, and hold harmless Agency from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Client’s breach of this Agreement, Client’s use of the Services, or Client’s violation of any law or regulation.
Agency agrees to indemnify, defend, and hold harmless Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Agency’s breach of this Agreement, Agency’s gross negligence or willful misconduct in providing the Services, or Agency’s violation of any law or regulation.
8. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in [CITY, STATE].
9. Entire Agreement
This Agreement, including any attached SOW, 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.
10. Amendment
This Agreement may be amended only by a written instrument signed by both parties.
11. Waiver
No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. No waiver of any breach of this Agreement shall constitute a waiver of any other breach or a continuing waiver.
12. 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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
[DIGITAL MARKETING AGENCY NAME]
By: [AUTHORIZED REPRESENTATIVE NAME]
Title: [AUTHORIZED REPRESENTATIVE TITLE]
[CLIENT NAME]
By: [AUTHORIZED REPRESENTATIVE NAME]
Title: [AUTHORIZED REPRESENTATIVE TITLE]
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