Social Media Marketing Agreement - Template Form Pro · PH-law
✓ Valid in Philippines · drafted to comply with local law
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SOCIAL MEDIA MARKETING AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Social Media Marketing Agreement (the "Agreement") is made and entered into this ________ day of ________, in the City/Municipality of ________, Province of ________, Republic of the Philippines, by and between:
________, Filipino, of legal age, with address at ________, and bearing Tax Identification Number ________, hereinafter referred to as the "Marketer";
- and -
________, Filipino, of legal age, with address at ________, and bearing Tax Identification Number ________, hereinafter referred to as the "Client".
The Marketer and the Client shall hereinafter be referred to individually as a "Party" and collectively as the "Parties".
WITNESSETH THAT:
WHEREAS, the Marketer possesses the skills, qualifications, and expertise required to provide Social Media Marketing Services to the Client, as described herein;
WHEREAS, the Client desires to engage the services of the Marketer;
WHEREAS, the Client is engaged in the following business (the "Business"):
________
WHEREAS, the Marketer is willing and able to render such Social Media Marketing Services to the Client;
NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual covenants hereinafter set forth, the Parties hereby agree as follows:
Art. I. SOCIAL MEDIA MARKETING SERVICES
§ 1. The Marketer shall provide social media marketing services to the Client (the "Social Media Marketing Services") by producing certain campaigns as specified below. In particular, the Marketer agrees to provide the following:
CAMPAIGN:
Title: ________
Description:
________
§ 2. The scope, platforms, deliverables, and metrics of the Social Media Marketing Services shall be as follows:
________
Art. II. PERFORMANCE
§ 1. The Marketer warrants and represents that the Marketer is equipped with the appropriate skills, knowledge, expertise, and relevant experience to carry out and perform the Social Media Marketing Services. At the Client's request, and during the term of this Agreement, the Marketer shall provide the Social Media Marketing Services to the best of the Marketer's abilities and in accordance with the work standards prevailing within the Marketer's industry.
Art. III. TERM OF THE AGREEMENT
§ 1. The Social Media Marketing Services shall commence on ________ (the "Commencement Date") and shall continue until ________, unless sooner terminated in accordance with this Agreement.
§ 2. The Marketer must meet the following deadlines (the "Key Dates"):
________
Art. IV. OBLIGATIONS OF THE CLIENT
§ 1. The Client agrees to provide all that may be required, whether business materials, data, or other information necessary, as well as adequate assistance, for the Marketer to carry out the Social Media Marketing Services. The Client further agrees that, should there be any staff, employee, collaborator, or other person to whom any output of the Social Media Marketing Services will be shared, the Client shall ensure that the provisions of this Agreement are respected and complied with.
Art. V. CLIENT APPROVAL
§ 1. The Client agrees that the campaigns may be changed and modified according to the needs of the Client and the general landscape and industry of the Business, provided that any modification or amendment in the requirements of the campaigns that may be suggested or proposed by the Marketer shall be subject to the prior approval of the Client.
§ 2. If the Client does not request a modification of the campaigns within ________ days from the submission of the campaigns by the Marketer to the Client, the campaigns shall be deemed final.
Art. VI. LOCATION
§ 1. The Marketer shall perform the Social Media Marketing Services at the following location (the "Location"):
________
Art. VII. SERVICE FEES
§ 1. The Client shall pay a fixed fee of ________ (₱________) upon the commencement of this Agreement (the "Service Fee").
§ 2. The Client shall pay a retainer fee in the amount of ________ (₱________) prior to the Commencement Date as a requisite for the perfection of this Agreement (the "Retainer Fee"), which shall form part of the Service Fee and shall secure the Social Media Marketing Services before their performance. The Retainer Fee shall be due and demandable on ________.
§ 3. All fees stated herein are exclusive of value-added tax and other applicable taxes, which shall be borne by the Party liable therefor under the National Internal Revenue Code of 1997, as amended. Any withholding tax required by law shall be withheld and remitted by the Client to the Bureau of Internal Revenue.
Art. VIII. PAYMENT
§ 1. The Marketer shall be entitled to issue an invoice every week.
§ 2. The Client shall pay the Marketer's invoice within ________ days from the date of receipt of the invoice.
§ 3. The Client may pay the invoice as follows:
________
Art. IX. MATERIALS, COSTS, AND DISBURSEMENTS
§ 1. The Marketer is permitted to charge for all reasonable and necessary costs and expenses incurred in performing the Social Media Marketing Services, including but not limited to communications, internet connection, travel, photocopying, courier services, and postage, subject to the prior agreement of the Client, on top of the fees set out in this Agreement.
Art. X. LATE PAYMENTS
§ 1. If the Client fails to pay the invoiced and required amount as provided in this Agreement, the Marketer shall be entitled to charge interest on the outstanding amount at the rate of Six Percent (6%) per annum, in accordance with the prevailing legal rate, from the time of judicial or extrajudicial demand pursuant to Articles 1169 and 2209 of the Civil Code of the Philippines. The Marketer may also require the Client to pay for the Social Media Marketing Services, or any part thereof, in advance, and may cease performance of the Social Media Marketing Services completely until payment is made, at the Marketer's sole and exclusive discretion.
Art. XI. WARRANTIES
Art. XII. COPYRIGHT AND INTELLECTUAL PROPERTY
§ 2. There shall be no infringement of copyright or any intellectual property rights used or obtained during the Social Media Marketing Services. The original works or any intellectual property provided by the Client to the Marketer to assist in the provision of the Social Media Marketing Services, including but not limited to text, documents, or other materials pertaining to the Client, shall belong to the Client, and the derivative works or resulting works produced by the Marketer shall belong to the Marketer.
Art. XIII. DATA PRIVACY
§ 1. Each Party shall comply with the Data Privacy Act of 2012 (Republic Act No. 10173), its Implementing Rules and Regulations, and the issuances of the National Privacy Commission with respect to any personal data processed in connection with this Agreement.
§ 2. The Marketer shall process personal data only to the extent necessary for the performance of the Social Media Marketing Services, shall implement reasonable and appropriate organizational, physical, and technical security measures, and shall not disclose such personal data to any third party without lawful basis or the prior written consent of the Client, except as required by law. This clause shall survive the termination or expiration of this Agreement.
Art. XIV. CONFIDENTIALITY
§ 1. The Marketer acknowledges and agrees that during the term of this Agreement, the Marketer may have access to information that is confidential and/or commercially valuable to the Client ("Confidential Information"), which may include but is not limited to:
1. information of whatever nature relating to the business activities, practices, and finances of the Client;
2. any other evaluation material, design work, technologies, technological ideas or strategies, strategic plans and ideas, marketing strategies, innovations, creative plans, concepts, and any other plans, ideas, or trade secrets developed by the Marketer or on its behalf, or used by the Client, whether relating specifically to the Business or otherwise;
3. any information derived from any other information which falls within this definition of Confidential Information; and
4. any copy of any Confidential Information.
§ 2. Confidential Information shall not include information which:
1. was known or in the possession of the Marketer before it was provided by the Client, provided that it was known or in possession through legal means, and not as a result of any breach of this Agreement or any other agreement or obligation relating to confidentiality;
2. is, or becomes, publicly available through no fault of the Marketer;
3. is provided to the Marketer without restriction or disclosure by a third party who did not breach any confidentiality obligation by making such disclosure;
4. is provided to the Marketer by the Client and is marked "Non-Confidential"; or
5. is required by law or regulation to be disclosed, but in such event this exception applies only to the absolute minimum necessary and provided that the Marketer first consulted the Client to establish whether and how far it is possible to prevent or restrict such enforced disclosure.
§ 3. If there is any doubt as to whether any particular information constitutes Confidential Information, the Marketer shall presume that it is Confidential Information until the Marketer obtains explicit confirmation from the Client that it is not. The Parties further agree that:
1. the Marketer shall keep the Confidential Information confidential and secret;
2. the Marketer shall only use the Confidential Information in accordance with the objectives and purposes of this Agreement;
3. the Marketer shall hold the Confidential Information in confidence and shall not disclose it to any person or entity without the prior written consent of the Client;
4. the Marketer shall not copy or modify Confidential Information without the prior written consent of the Client, or as expressly permitted in this Agreement;
5. the Marketer shall promptly advise the Client if it becomes aware of any possible unauthorized disclosure or use of the Confidential Information;
6. the Marketer shall not disclose any Confidential Information to any of its employees except those required to have it in order to perform their duties in connection with the limited purposes of this Agreement, and each such employee shall, at the request of the Client, sign a non-disclosure agreement substantially the same as this Agreement; and
7. this clause shall survive the termination or expiration of this Agreement.
Art. XV. NON-SOLICITATION
§ 1. During the term of this Agreement and for a period of one (1) year following its termination or expiration, neither Party shall, directly or indirectly, solicit, entice, or attempt to solicit or entice any employee, contractor, client, or supplier of the other Party for the purpose of diverting business or services away from the other Party, or otherwise induce any such person or entity to terminate or reduce its relationship with the other Party, without the prior written consent of the other Party. This clause shall survive the termination or expiration of this Agreement.
Art. XVI. LIMITATION OF LIABILITY
§ 1. Except in cases of death or personal injury caused by a Party's acts or negligence, and except in cases of fraud, bad faith, gross negligence, or willful misconduct, either Party's liability in contract, quasi-delict, or otherwise arising through or in connection with this Agreement or the completion of the obligations hereunder shall be limited to the fees paid by the Client to the Marketer.
§ 2. To the extent permitted by law, neither Party shall be liable to the other in contract, quasi-delict, negligence, breach of statutory duty, or otherwise for any loss, damage, costs, or expenses of any nature whatsoever of an indirect or consequential nature, including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits, or business.
Art. XVII. INDEMNITY
§ 1. Unless otherwise provided elsewhere in this Agreement, the Client agrees to indemnify the Marketer against any and all damage, liability, and loss, as well as legal fees and costs incurred, as a result of the Social Media Marketing Services rendered under this Agreement or any transaction or matter connected with the Social Media Marketing Services or the relationship between the Client and the Marketer. This clause shall not be read to provide indemnification for any Party where a competent court of law, rendering final judgment, holds that the bad faith, gross negligence, or willful misconduct of that Party caused the damage, liability, or loss.
Art. XVIII. TIME FOR PERFORMANCE
§ 1. Notwithstanding any provision to the contrary, any dates, periods, or times specified by the Marketer in this Agreement are estimates only, and time shall not be of the essence for the performance by the Marketer of its obligations under this Agreement.
Art. XIX. TERMINATION
§ 1. This Agreement may be terminated by either Party through written notice:
1. if the other Party commits a material breach of any term of this Agreement that cannot be remedied within Fourteen (14) days, or was not remedied within Fourteen (14) days after a written request, such as non-payment or non-performance, unless otherwise provided elsewhere in this Agreement;
2. if the other Party becomes unable to perform its duties hereunder, including the duty to pay or the duty to perform; or
3. if termination is without cause or for a cause not mentioned in this Article, provided that written notice shall be given at least Thirty (30) days before the effective date of termination.
§ 2. If this Agreement is terminated, the Client agrees to pay for all Social Media Marketing Services rendered up to the date of termination.
§ 3. Any termination shall not affect the accrued rights or liabilities of either Party under this Agreement or the law and shall be without prejudice to any rights or remedies to which either Party may be entitled. Any provision or sub-part of this Agreement which is intended to continue after termination, or to come into force at or after termination, shall not be affected.
Art. XX. RELATIONSHIP OF THE PARTIES
§ 1. The Parties acknowledge and agree that nothing in this Agreement shall be deemed to constitute an employment, partnership, joint venture, agency relationship, or otherwise between the Parties, and that this Agreement is for the sole and express purpose of the rendering of the Social Media Marketing Services by the Marketer to the Client under the terms and conditions contained herein. The Marketer is an independent contractor.
Art. XXI. WRITTEN NOTICES
§ 1. All notices required to be in writing and any other communication may be made through email at the Parties' respective email addresses as follows:
1. Marketer: ________
2. Client: ________
Art. XXII. FORCE MAJEURE
§ 1. Neither Party shall be liable for any failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, acts of civil or military authorities, riots, embargoes, fortuitous events, and natural disasters, provided that the Party prevented from complying herewith shall take all actions within its power to comply as fully as possible.
§ 2. Except where not reasonably possible, the Party prevented by force majeure shall notify the other Party in writing within Five (5) days from the occurrence of said force majeure.
Art. XXIII. ASSIGNMENT
§ 1. This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part by either Party without the prior written consent of the other Party.
Art. XXIV. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS
§ 1. The Parties agree to execute such other documents as are reasonable and necessary for the proper implementation of this Agreement.
Art. XXV. APPLICABLE LAW AND VENUE
§ 1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
§ 2. The Parties agree that any action or proceeding arising out of or in connection with this Agreement shall be brought exclusively before the proper courts of ________, to the exclusion of all other venues.
Art. XXVI. WAIVER
§ 1. Failure of either Party to insist, in one or more instances, upon the strict performance of any of the terms of this Agreement, or to exercise any right herein contained, shall not thereafter be construed as abandonment, cancellation, or waiver of such term. No waiver shall be deemed to have been made unless expressed in writing and signed by the Party granting the waiver. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision, or of the same provision on a future date.
Art. XXVII. COUNTERPARTS
§ 1. This Agreement may be executed in counterparts, all of which constitute a single agreement. If the dates set forth at the signatures of this document differ, the Agreement shall be considered effective as of the date on which both Parties signed.
Art. XXVIII. SEVERABILITY
§ 1. The invalidity of any portion of this Agreement shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall remain in full force and effect as if they had been executed subsequent to the expungement of the invalid provision.
Art. XXIX. CUMULATIVE RIGHTS
§ 1. The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.
Art. XXX. HEADINGS
§ 1. Headings are for convenience only and do not affect the interpretation of this Agreement.
Art. XXXI. ENTIRETY OF AGREEMENT
§ 1. This Agreement represents the entire agreement between the Marketer and the Client and supersedes all prior negotiations, representations, and agreements, whether oral or written.
Art. XXXII. AMENDMENTS AND MODIFICATIONS
§ 1. This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.
IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and at the place first above written.
________
Marketer
________
Client
SIGNED IN THE PRESENCE OF:
________ ________
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES )
________ ) S.S.
BEFORE ME, a Notary Public for and in the above jurisdiction, this ________ day of ________, personally appeared the following:
Marketer: ________, with competent evidence of identity consisting of ________;
Client: ________, with competent evidence of identity consisting of ________;
known to me and to me known to be the same persons who executed the foregoing Social Media Marketing Agreement, and they acknowledged to me that the same is their free and voluntary act and deed.
This instrument, consisting of ________ pages, including the page on which this acknowledgment is written, has been signed by the parties and their witnesses on each and every page thereof.
WITNESS MY HAND AND SEAL on the date and at the place first above written.
________
Notary Public
Doc. No. ________;
Page No. ________;
Book No. ________;
Series of ________.
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