Social Media Marketing Agreement - Template Form Pro · US-law

SOCIAL MEDIA MARKETING AGREEMENT

This Social Media Marketing Agreement (this "Agreement") is made and entered into effective as of ________ (the "Effective Date"), by and between the following parties:

________, hereinafter referred to as "Client," a ________ having an address at:

________
Email: ________

and ________, hereinafter referred to as "Marketer," a ________ having an address at:

________
Email: ________

The parties shall be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client is engaged in the following business (the "Business"): ________;

WHEREAS, Marketer has expertise and experience in creating, overseeing, and operating successful social media marketing campaigns;

WHEREAS, Client desires to engage Marketer to create and/or manage certain Campaigns, as defined more fully below, and Marketer desires to accept such engagement, all upon the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

§ 1. SCOPE; RELATIONSHIP OF THE PARTIES

1.1. This Agreement sets forth the terms and conditions whereby Marketer agrees to produce certain Campaigns, as described below, for Client. Marketer is engaged solely and exclusively for the limited purpose of provision of the Campaigns.

1.2. Neither Party is, by virtue of this Agreement, authorized as an agent, employee, partner, joint venturer, or legal representative of the other. Except as specifically set forth herein, neither Party shall have the power to control the activities and operations of the other, and Marketer's status at all times shall remain that of an independent contractor. Marketer shall determine the method, details, and means of performing the services hereunder, subject to the requirements of this Agreement.

§ 2. DESCRIPTION OF SERVICES; WARRANTIES

2.1. Client hereby engages Marketer, and Marketer accepts such engagement, to create and/or manage the following Campaign(s) (collectively, the "Campaigns"):

Title: ________

Description:

________

2.2. Marketer represents and warrants that Marketer has the knowledge, skills, and experience necessary to be lawfully engaged for the purposes described above and shall perform the services in a professional and workmanlike manner consistent with generally accepted industry standards. Marketer further agrees that any original copy provided within the Campaigns shall be the sole and exclusive authorship of Marketer and shall be free from plagiarism.

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris.

§ 3. EDITS AND APPROVAL

3.1. The deadline for the completed Campaign plans to be provided to Client is as follows: ________. The Parties understand that the Campaigns will evolve and change over time, but the deadline date above is for the provision of the initial completed Campaigns to Client.

3.2. Client agrees not to alter the Campaigns unless the alterations are agreed upon by both Parties in writing.

3.3. Marketer's fees include the following number of edit rounds per Campaign: ________. These edits include the following components:

________

3.4. If Marketer does not hear from Client within the following number of days after submission of the Campaigns, the Campaigns shall be deemed accepted with no further changes permitted: ________.

3.5. If Client wishes to alter the Campaigns beyond the initial descriptions listed and beyond the included edits, Marketer shall remain owed all fees invoiced before any additional edits are made. Marketer shall then invoice for additional edits, which shall be determined at the time the edits are discussed.

§ 4. INTELLECTUAL PROPERTY

4.1. The Parties agree that all original works of authorship created by Marketer specifically for Client within the Campaigns shall be deemed a "work made for hire" as defined in the U.S. Copyright Act (17 U.S.C. § 101). To the extent that any such work does not qualify as a work made for hire, Marketer hereby irrevocably assigns to Client, upon receipt of full payment of all fees due hereunder, all right, title, and interest in and to such work, including all copyright and other intellectual property rights therein, free and clear of all liens and encumbrances. Marketer agrees to execute any documents reasonably necessary to perfect such assignment.

4.2. Notwithstanding the foregoing, any pre-existing materials, tools, methodologies, or know-how owned by Marketer prior to this engagement shall remain the property of Marketer; provided that Marketer grants Client a perpetual, non-exclusive, royalty-free license to use such pre-existing materials to the extent incorporated into the deliverables.

4.3. Marketer may be engaged or employed in any other business, trade, profession, or activity which does not place Marketer in a conflict of interest with Client; provided that, during the Term, Marketer shall not engage in any business activities that directly compete with the Business of Client without Client's prior written consent.

§ 5. FEES AND EXPENSES

5.1. Client shall be billed through an invoicing system on a weekly basis in the amount of $________ (________).

5.2. Marketer shall spend no more than the following maximum number of hours on Client's work per week: ________.

5.3. Payment shall be made within the following amount of time after receipt of the invoice: ________. For past-due invoices, a late fee of the following shall apply, to the extent permitted by applicable law:

________

5.4. Work shall begin upon execution of this Agreement and upon Marketer's receipt of the following retainer: $________ (________). Billing shall be assessed against the retainer until it has been used up.

5.5. Client agrees to reimburse pre-approved expenses and costs as indicated on invoices. Such expenses and costs shall be accompanied by receipts and reasonable supporting documentation. The Parties shall agree on such expenses prior to the expenses being incurred.

§ 6. TAXES

6.1. Marketer acknowledges that Marketer will receive an IRS Form 1099-NEC (or successor form) from Client for amounts reportable thereon. Client shall not withhold any applicable tax funds from any fees paid to Marketer. Marketer and Client shall each be solely responsible for all federal, state, and local taxes applicable to them. Marketer shall furnish a completed IRS Form W-9 to Client upon execution of this Agreement.

§ 7. TERM; MILESTONES

7.1. This Agreement shall commence on the Effective Date and, unless earlier terminated as provided herein, all work is to be completed and wrapped up by ________ (the "Term").

7.2. Marketer agrees to the following milestones:

________

§ 8. NONEXCLUSIVITY

8.1. The Parties acknowledge and agree that nothing contained herein establishes an exclusive relationship between the Parties. Marketer shall be free to continue working for and taking on new clients without regard to Client and does not need Client's approval for any such work. Client is also free to engage additional marketers for any of Client's work and does not need Marketer's approval to do so.

§ 9. CLIENT LEGAL REQUIREMENTS

9.1. It is Client's sole and exclusive responsibility to ensure that all legal requirements applicable to the Business are met. Such legal requirements include, but are not limited to, ensuring that claims on advertising and graphics are true, accurate, and may be lawfully stated, and ensuring that all products and product sales are lawful. Marketer shall not be responsible for any legal, technical, or regulatory specifications applicable to the Business.

§ 10. TERMINATION

10.1. Either Party may terminate this Agreement prior to the specified end date by giving notice in writing. Such notice shall be given at least the following amount of time before termination: ________.

10.2. This Agreement may be immediately terminated in the event of a material breach of its terms by either Party that remains uncured after written notice.

10.3. If Client finds Marketer's work unsatisfactory, Marketer shall be given the following amount of time for one revision to cure: ________. After this cure period, if Client still finds the work unsatisfactory, Marketer shall not be under any additional obligations. Client shall remain responsible to pay Marketer all fees due, and the Parties may then terminate this Agreement.

10.4. This Agreement shall also immediately terminate upon the death of an individual Marketer or Client, the inability of Marketer to perform the services because of a sudden and medically documented physical or mental disability, the liquidation, dissolution, or discontinuance of the business of Client or Marketer in any manner, or the filing of any petition by or against Client or Marketer under federal or state bankruptcy or insolvency laws.

10.5. Upon termination for any reason, all fees and reimbursements shall be paid and provided to Marketer as they have accrued up to the date of termination.

10.6. Upon expiration or termination of this Agreement, or at any other time upon Client's written request, Marketer shall promptly:

(a) Deliver to Client all work (whether complete or incomplete) and all hardware, software, tools, equipment, or other materials provided for Marketer's use by Client;

(b) Deliver to Client all tangible documents and materials (and any copies) containing, reflecting, incorporating, or based on Client's confidential or proprietary information;

(c) Permanently erase all confidential or proprietary information from any of Marketer's computer systems; and

(d) Certify in writing to Client that Marketer has complied with the requirements of this Section.

§ 11. CONFIDENTIAL OR PROPRIETARY INFORMATION

Lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris nisi ut aliquip ex ea commodo consequat duis aute irure dolor in reprehenderit voluptate velit esse cillum dolore eu fugiat nulla pariatur lorem ipsum dolor sit amet consectetur adipiscing elit sed do eiusmod tempor incididunt ut labore et dolore magna aliqua ut enim ad minim veniam quis nostrud exercitation ullamco laboris.

(I) Not disclose the confidential and/or proprietary information by any means not authorized by Client to any third parties;

(II) Not copy or duplicate the confidential and/or proprietary information unless specifically directed to do so by Client;

(III) Not disclose the confidential and/or proprietary information by any unauthorized means to any third parties for the following period following the termination of this Agreement: ________;

(IV) Not use the confidential and/or proprietary information for any purpose except those expressly authorized by Client; and

(V) Inform Client immediately if Marketer becomes aware of any unauthorized use or disclosure of the confidential and/or proprietary information.

11.2. Nothing in this Agreement prohibits or restricts either Party from disclosing information as required by law, court order, or governmental authority, or, in the case of a trade secret, from the immunity provided under the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)) for confidential disclosures made solely for the purpose of reporting or investigating a suspected violation of law.

§ 12. PORTFOLIO USE

12.1. Notwithstanding the intellectual property provisions of this Agreement, Marketer shall be permitted to use the work in Marketer's professional portfolio after such work has been made public by Client. Nothing contained herein shall limit such right.

§ 13. INDEMNIFICATION

13.1. Marketer and Client shall each defend, indemnify, and hold the other harmless (including all affiliates, officers, directors, employees, agents, successors, and assigns) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from bodily injury or death of any person, damage to real or tangible personal property, the indemnifying Party's acts or omissions, or the breach of any representation, warranty, or obligation under this Agreement.

§ 14. LIMITATION OF LIABILITY

14.1. Except for liability arising from a Party's gross negligence, willful misconduct, breach of confidentiality obligations, or indemnification obligations, in no event shall either Party be liable to the other for any indirect, incidental, consequential, special, or punitive damages. Each Party's aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid or payable by Client to Marketer under this Agreement.

§ 15. SURVIVAL

15.1. Any provision of this Agreement which by its terms imposes continuing obligations on either Party shall survive termination or expiration of this Agreement.

§ 16. DISPUTE RESOLUTION

16.1. In the event of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If such personal resolution attempts fail, the Parties shall submit the dispute to binding arbitration administered in accordance with the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and the applicable rules of the arbitration provider. The arbitration shall be conducted in the county and state noted in the GOVERNING LAW provision of this Agreement, before a single arbitrator, who shall have no authority to add parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing federal law and the law of the State of ________. Each Party shall bear its own costs and fees. Claims subject to arbitration under this Section include, but are not limited to, contract claims, tort claims, and claims based on federal, state, and local laws, ordinances, statutes, or regulations. Intellectual property claims by Marketer shall not be subject to arbitration and may, as an exception to this Section, be litigated. The Parties waive any right they may have to a jury trial with respect to arbitrable claims.

§ 17. GOVERNING LAW; VENUE

17.1. This Agreement shall be governed by and construed in accordance with the internal laws of the State of ________, without giving effect to any choice or conflict of law provision or rule. Subject to the DISPUTE RESOLUTION provision, each Party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the following county for any legal suit, action, or proceeding arising out of or based upon this Agreement or the work provided hereunder: ________.

§ 18. ASSIGNMENT; BENEFIT

18.1. Marketer shall not assign or delegate this Agreement or any rights or obligations hereunder without the prior written consent of Client. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of each of the Parties and their respective heirs, representatives, successors, and permitted assigns.

§ 19. SEVERABILITY

19.1. In the event that any provision of this Agreement is deemed by a court of competent jurisdiction to be invalid, illegal, or unenforceable, in whole or in part, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provisions shall remain in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the extent necessary to render it valid, legal, and enforceable while preserving the original intent of the Parties to the fullest extent permitted by law.

§ 20. WAIVER

20.1. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. No waiver of any term or condition of this Agreement shall be deemed effective unless made in writing and signed by the Party against whom such waiver is to be enforced.

§ 21. FORCE MAJEURE

21.1. Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of civil or military authorities, riots, embargoes, epidemics or pandemics, governmental orders, acts of nature and natural disasters, and other unforeseen events. This Section shall not excuse Client's obligation to pay for services rendered.

§ 22. NOTICES

22.1. All notices required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered personally, by nationally recognized overnight courier, by certified mail (return receipt requested), or by email with confirmation of receipt, to the addresses set forth above or to such other address as a Party may designate in writing.

§ 23. HEADINGS

23.1. Headings to this Agreement are for convenience only. Headings shall in no way affect the provisions themselves and shall not be construed in any way that would limit or otherwise affect the terms of this Agreement.

§ 24. ENTIRE AGREEMENT; MODIFICATION; COUNTERPARTS

24.1. This Agreement embodies the entire agreement between Client and Marketer relating to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and representations, whether written or oral. This Agreement may be changed, modified, or discharged only by a writing signed by both Parties. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted electronically or by facsimile shall be deemed valid and binding.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

CLIENT:

Name: ________

Title: ________

Signature: _____________________________

Date: ________

MARKETER:

Name: ________

Title: ________

Signature: _____________________________

Date: ________