Marketing Services Agreement
This Marketing Services Agreement is made between [Client name] (the "Client") and [Agency name] (the "Agency") as of the date of the last signature below.
1. Services
The Agency will provide: [describe campaigns, channels and reporting].
2. Fees and ad spend
The Client will pay [amount] per month. Advertising spend is paid by the Client directly or reimbursed at cost, and is never included in the fee unless stated.
3. No guaranteed results
The Agency will use its skill and experience but does not guarantee specific results such as rankings, leads or sales.
4. Independent contractor
The Agency is an independent contractor, not an employee, partner or agent of the Client, and is responsible for its own taxes, insurance, tools and workers.
5. Ownership of work
On full payment, the Agency assigns to the Client all rights in the work created specifically for the Client under this agreement. The Agency keeps its pre-existing materials and know-how, and licenses the Client to use any of them that are included in the work.
6. Confidentiality
Each party will keep the other's non-public information confidential, use it only for this agreement, and return or destroy it on request. This duty continues for [three years] after this agreement ends.
7. Liability
Each party's total liability under this agreement is limited to the amounts paid or payable under it, and neither party is liable for indirect or consequential loss. Nothing here limits liability that cannot be limited by law.
8. Ending this agreement
Either party may end this agreement on [30] days' written notice, or immediately if the other materially breaches it and does not fix the breach within [10] days of notice. Amounts due for work done up to the end date remain payable.
9. General
This agreement is governed by the laws of [state]. It is the entire agreement between the parties on its subject and may be changed only in writing signed by both. It may be signed electronically and in counterparts.