THIS WALIST ONLINE MARKETING SERVICE AGREEMENT is entered into on
[insert date]
BETWEEN
(1) XXX LLC whose principal place of business is at [insert
address], XXX, XXX, [insert zip code] (the Marketer)
(2) [INSERT NAME OF THE CLIENT] whose principal place of business is at
[insert client’s address], [insert the city the client resides/company is incorporated in],
United States of America, [insert zip code] (the Client)
WHEREAS
(1) The Marketer is in the business of providing promotion and online marketing
services, including the design and implementation of certain promotional
campaigns.
(2) The Client is in the business of providing or selling [insert description of
products/services the client to be promoted].
It is agreed as follows:
1. Interpretation
1.1 Definitions
Agreement means any agreement made subject to the terms and conditions
below;
Services mean certain online marketing services, including the following
services to be carried out by the Marketer:
Services: 1. Personal branding session to extract your career story.
2. Develop a custom strategy to build all the necessary online
presence you need, to stand out from the competition in
your field.
3. Find your brand story and create your brand framework
4. Strengthening your authority in Google.
5. Make visual content (photos, videos, motion graphics)
6. Pushing out negative reputation information in Google
search back to the end of the search list by using our
proprietary approach
7. Optimize your strategy each month.
8. Create a brand identity kit
9. Control any “appearances”/ “mentions” in the online space
10. Create positive content that positions you as a thought
leader
11. Analyzing your competitors’ strategies
12. Monitor your brand and media presence on a regular basic
Completion Date means [insert date] or as may otherwise be agreed between
the Client and the Marketer (including any extended date for completion fixed
hereunder).
1.2 In this Agreement, unless the context otherwise requires:
(a) references to persons include individuals, bodies corporate (wherever
incorporated), unincorporated associations and partnerships;
(b) the headings are inserted for convenience only and do not affect the
construction of the Agreement;
(c) references to one gender include all genders; and
(d) any reference to an enactment or statutory provision is a reference to it as it
may have been, or may from time to time be amended, modified, consolidated
or re-enacted.
2. Marketer’s obligations
2.1 The Marketer agrees to provide the Services in a professional and diligent
manner consistent with generally recognised industry standards and good
commercial practice, using efforts comparable to those customarily used in
promotional and online marketing campaigns of equivalent value and for similar
products or services.
2.2 The Marketer shall comply with, and give all notices required by, all laws
and regulations applicable to the Services, including all laws and regulations
related to (i) anti-bribery and corruption, and (ii) data protection.
2.3 Any services outside of the scope as defined in Services will require a new
Agreement for other services, agreed to by the Parties.
3. Completion of the work
3.1 The Marketer hereby understands and acknowledges that time is of the
essence with respect to the Marketer’s obligations defined in this Agreement
and that prompt and timely performance of all such obligations is strictly
required.
3.2 The Services shall be completed by the Completion Date. If it becomes
apparent that the Services will not be completed by the Completion Date for
good reason, then the Client may grant such an extension of the time for
completion as it thinks fair and reasonable to take account of the reasons for
delay.
4. Service Fees
4.1 In consideration for the full, prompt, and satisfactory performance of all
Services to be rendered to the Client, the Client shall pay the Marketer a
Service fee of USD [insert amount] payable in accordance with the following
schedule:
[insert schedule of payments]
4.2 The Marketer will invoice the Client prior to the Payment Date. The invoice
will include any and all services performed under this Agreement as well as any
expenses.
4.3 Payment will be due on the Payment Date. A late charge of 5% per month
on the outstanding amount will be added to any invoice not paid on time.
4.4 From time to time throughout the duration of this Service Agreement, the
Marketer may incur certain expenses that are not included as part of the Fee for
the Services to this Agreement.
4.5 The Marketer agrees to keep an exact record of any and all expenses
acquired while performing the Services. The Marketer will submit an invoice
itemizing each expense, along with proof of purchase and receipt, with the
invoice.
4.6 The Client shall notify the Marketer in writing of any dispute with an invoice
along with any substantiating documentation or a reasonably detailed
description of the dispute within 5 Business Days from the date of the Client’s
receipt of such invoice subject to dispute.
4.7 The Client will be deemed to have accepted all invoices for which the
Marketer does not receive timely notification of a dispute and shall pay all
undisputed amounts due under such invoices within the period set forth in this
Agreement. The Parties shall seek to resolve all such disputes expeditiously
and in good faith.
4.8 The Client, at their own expense, shall furnish their own supplies and
equipment necessary to deliver and complete the Services as defined under
this Agreement unless otherwise agreed upon by the parties. Should the Client
not furnish the agreed upon supplies, the Client understands they will be
responsible for reimbursing the Marketer for all expenses incurred.
5. Liabilities and Indemnities
5.1 The Client shall promptly report to the Marketer any defects in
the Marketer’s performance of the Services as soon as reasonably practicable
after any such defect comes to the attention of the Client.
5.2 Where any defect in the provision of the Services is reported to
the Marketer by the Client or otherwise comes to the attention of the Marketer,
the Marketer shall, without limiting any other right or remedy of the Client, use
its reasonable endeavours to provide such further services as are necessary in
order to rectify the default as soon as is reasonably practicable.
5.3 The parties agree that the rights and benefits held and received by the
Client through the Marketer’s Service under the Service Agreement shall only
be enforceable by the Client through such Service and upon the terms of the
Service Agreement, and any liability in respect of any breach of such rights and
benefits shall be determined solely in accordance with the terms of the Service
Agreement.
5.4 For the avoidance of doubt, the Marketer’s obligations are owed solely and
personally to the Client and shall not extend to any assignee of any of the
Client’s rights. The liability of the Marketer shall be capped to the amount of
Service Fees received under this Agreement.
5.5 The Client will indemnify the Marketer on first written demand against any or
all liabilities incurred by the Marketer arising out of or as a result of acting as the
service provider hereunder.
5.6 Neither Party shall be liable for any indirect or consequential loss
howsoever caused, including but not limited to, loss of anticipated profits, loss
of contracts, goodwill, reputation and losses or expenses resulting from third
party claims.
6. Term and Termination
6.1 This Service Agreement shall be effective on the date hereof and shall
continue indefinitely until the expressly agreed upon date of the completion of
the Services, unless it is earlier terminated in accordance with the terms of this
Agreement.
6.2 The Marketer may terminate this agreement at any given time upon one
month written notice to the Client.
6.3 Either party may by notice in writing forthwith terminate the Agreement if the
other party becomes bankrupt or makes any composition or arrangement with
his creditors or has a winding-up order made or (except for the purposes of
reconstruction) a resolution for voluntary winding up is passed or a receiver or
manager of its business or undertaking is duly appointed or possession is taken
by or on behalf of any creditor of any property the subject of a charge.
6.4 The Client understands that the Marketer may terminate this Agreement at
any time if the Client fails to pay for the Services provided under this Agreement
or if the Client breaches any other material provision listed in this online
marketing Agreement in the manner as defined above. Client agrees to pay any
outstanding balances within 5 days of termination.
7. Ownership of materials
7.1 Subject to the clause below, the Marketer reserves all Intellectual Property
Rights (if any) which may subsist in any Deliverables, or in connection with, the
provision of the Services. The Marketer reserves the right to take such action as
may be appropriate to restrain or prevent the infringement of such Intellectual
Property Rights.
7.2 The Marketer licenses all such rights to the Client free of charge and on a
non-exclusive, worldwide basis to such extent as is necessary to enable the
Client to make reasonable use of the deliverables and the Services.
7.3 If this Agreement is terminated, this license will automatically terminate.
8. Confidential information
8.1 The Client shall both during and after the arrangements contemplated by
this Agreement have terminated:
(a) keep confidential the terms of this Agreement and all information, whether in
written or any other form, which has been disclosed to it by or on behalf of any
other party which by its nature ought to be regarded as confidential (including,
without limitation, any business information in respect of any other party which
is not directly applicable or relevant to the transactions contemplated by this
Agreement); and
(b) procure that its officers, employees and representatives and those of its
subsidiary companies keep secret and treat as confidential all such
documentation and information.
8.2 Clause 8.1 does not apply to information:
(a) which shall after the date of this Agreement become published or otherwise
generally available to the public, except in consequence of a willful or negligent
act or omission by the recipient party in contravention of the obligations in
clause 8.1;
(b) to the extent made available to the recipient party by a third party who is
entitled to divulge such information and who is not under any obligation of
confidentiality in respect of such information to any other party or which has
been disclosed under an express statement that it is not confidential;
(c) to the extent required to be disclosed by any applicable law or by any
recognised stock exchange or governmental or other regulatory or supervisory
body or authority of competent jurisdiction to whose rules the party making the
disclosure is subject, whether or not having the force of law, provided that the
party disclosing the information shall notify the other party of the information to
be disclosed (and of the circumstances in which the e disclosure is alleged to
be required) as early as reasonably possible before such disclosure must be
made and shall take all reasonable action to avoid and limit such disclosure;
(d) which has been independently developed by the recipient party otherwise
than in the course of the exercise of that party’s rights under this Agreement or
the implementation of this Agreement;
(e) which, in order to perform its obligations under or pursuant to this
Agreement, any party is required to disclose to a third party;
(f) disclosed to any applicable tax authority to the extent reasonably required to
assist the settlement of the disclosing party’s tax affairs or those of any of its
shareholders or any other person under the same control as the disclosing
party; or
(g) which the receiving party can prove was already known to it before its
receipt from the disclosing party.
8.3 The provisions of this clause 8 shall survive any termination of this
Agreement.
9. Announcements / Publicity
9.1 Except as required by law or by any stock exchange or governmental or
other regulatory or supervisory body or authority of competent jurisdiction to
whose rules the party making the announcement or disclosure is subject,
whether or not having the force of law, no announcement or disclosure in
connection with the existence or subject matter of this Agreement shall be made
or issued by or on behalf of any party without the prior written approval of the
others, such approval not to be unreasonably withheld or delayed.
9.2 Where any announcement or disclosure is made in reliance on the
exception in clause 9.1, the party making the announcement or disclosure will
use its reasonable endeavours to consult with the other party in advance as to
the form, content and timing of the announcement or disclosure.
10. Amendment
10.1 No variation of this Agreement shall be valid unless it is in writing and
signed by or on behalf of the parties to it.
10.2 Unless expressly agreed, no variation shall constitute a general waiver of
any provisions of this Agreement, nor shall it affect any rights, obligations or
liabilities under or pursuant to this Agreement which have already accrued up to
the date of variation, and the rights and obligations of the parties under or
pursuant to this Agreement shall remain in full force and effect, except and only
to the extent that they are so varied.
11. Assignment
Neither party shall assign the Agreement or sub-contract the performance
thereof without the prior written consent of the other party.
12. Severability
If and to the extent that any provision of this Agreement is held to be illegal, void
or unenforceable, such provision shall be given no effect and shall be deemed
not to be included in this Agreement but without invalidating any of the
remaining provisions of this Agreement. The parties shall meet to negotiate in
good faith to agree a valid, binding and enforceable substitute provision or
provisions, (if necessary, with reconsideration of other terms of this Agreement
not so affected) so as to re-establish an appropriate balance of the commercial
interests of the parties.
13. Further assurance
Each of the parties agrees to perform (or procure the performance of) all further
acts and things, and execute and deliver (or procure the execution and delivery
of) such further documents, as may be required by law or as may be necessary
or reasonably desirable to implement and/or give effect to this Agreement and
the transaction contemplated by it.
14. Warranty of Capacity and Power
Each party represents and warrants to the other parties that:
(a) it has full authority, power and capacity to enter into and carry out its
obligations under this Agreement;
(b) all necessary acts and things have been taken or done to enable it lawfully
to enter into and carry out its obligations under this Agreement; and
(c) when executed, this Agreement will create obligations which are valid and
binding on it and enforceable in accordance with their terms
15. Force Majeure
None of the parties shall be liable for any failure or delay in performing any of its
obligations under or pursuant to this Agreement if such failure or delay is due to
any cause whatsoever outside their reasonable control, and they shall be
entitled to a reasonable extension of the time for performing such obligations as
a result of such cause.
16. No Rights under Contracts for Third Parties
A person who is not a party to this Agreement shall have no right under any law to
enforce any of its terms.
17. Arbitration and Proper law
The parties shall use all reasonable endeavors to resolve any dispute amicably
and in good faith.
This document is governed by and are to be construed in accordance with the
laws of Florida applicable therein.
Each party irrevocably and unconditionally submits to the exclusive jurisdiction
of the courts of Florida (and any court of appeal) and waives any right to object
to an action being brought in those courts, including on the basis of an
inconvenient forum or those courts not having jurisdiction.
18. Notices and service
18.1 Any notice so served by hand, e-mail or post shall be deemed to have been
duly given:
in the case of delivery by hand, when delivered;
in the case of fax or electronic mail on a Business Day prior to 5.00 pm,
at the time of receipt ;
in the case of prepaid recorded delivery, special delivery or registered
post, at 10am on the second Business Day following the date of posting;
provided that in each case where delivery by hand or by e-mail occurs after
5pm on a Business Day or on a day which is not a Business Day, service shall
be deemed to occur at 9am on the next following Business Day. References to
time in this clause are to local time in the country of the addressee.
18.2 The addresses of the parties for the purpose of clause 18.1 are as
follows:
Marketer
XXX LLC
Address: [insert address]
XXX
United States of America
[insert zip code]
E-mail: XXX
For the attention of: XXX
Client
[insert name of the client]
Address: [insert client’s address]
[insert the city the client resides/company is incorporated in]]
Florida
United States of America
[insert zip code]
E-mail: [insert email address of the company]
For the attention of: [insert name of client’s contact person]
19. Counterparts
This Agreement may be executed in any number of counterparts and by the
parties to it on separate counterparts, each of which is an original but all of
which together constitute one and the same instrument.
As Witness this Agreement has been signed on behalf of the parties the day
and year first above written.
SIGNED by )
for and on behalf of XXX LLC )
__________________
SIGNED by )
for and on behalf of [insert name of the client] )
__________________
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