SOCIAL MEDIA MARKETING AGREEMENT
This Social Media Marketing Agreement (hereinafter “Agreement”), is made effective as of _______________________ by and between the following parties: _______________ hereinafter referred to as “Client” having an address at ________________and _________________, hereinafter referred to as “Marketer” having an address at ____________________. The parties shall be referred to individually as “Party” and collectively as the “Parties”.
RECITALS
WHEREAS, the Client is engaged in the following Business (the “Business)
WHEREAS Marketer has expertise and experience in creating, overseeing, and operating successful social media campaigns;
WHEREAS, Client would like to engage Marketer to create and/or manage certain Campaigns, as defined more fully below;
NOW, therefore in consideration of the promises and covenants contained herein, the receipt and sufficiency of which is with this acknowledged, the parties do agree as follows:
- SCOPE
This Agreement sets forth the terms and conditions whereby Marketer agrees to produce certain Campaigns, as described below, for Client. A marketer will be engaged solely and exclusively for the limited purpose of the provision of the Campaigns.
Neither party is, by virtues of this Agreement, authorized as an agent, employee, or legal representative of the other. Except as specifically set forth herein, neither party shall have the power to control the other’s activities and operations and its status at all times will continue to be that of an independent contractor relationship.
- DESCRIPTION OF SERVICES AND WARRANTIES
The Client hereby engages the Marketer, and the Marketer accepts such engagement to create or manage the following campaigns:
Title: __________________
Description: _______________________
Marketer represents and warrants that Marketer has the knowledge, skills and experience necessary to be lawfully engaged for the purposes described above. Marketer agrees that any original copy provided within the Campaigns will be the sole and exclusive authorship of Marketer and that the copy will be free from plagiarism.
Marketer agrees to use reasonable care, as is considered standard in Marketer’s industry, to ensure that all statements within the Campaigns are true and do not infringe upon the copyright, right of privacy, right of publicity, etc. another proprietary right of any third party. The Client acknowledges and agrees that full and final verification for accuracy is the Clients’ responsibility.
- EDITS AND APPROVAL
The deadline for the completed Campaign plans to be provided to the Client is as follows: ____________. It is understood between the Parties that the Campaigns will evolve and change over time, but the deadline date above is to provide the initial completed Campaigns Client.
The Client agrees not to alter the specifications unless the alterations are agreed upon in writing and notated within or upon this Agreement.
Marketer’s fees include the following number of edit rounds per: ________________. These edits include the following components: ____________________ If Marketer shall not hear from Client within the following specified number of days after submission of the Campaign, the Campaign shall be considered accepted with no further changes permitted: ______________________
Suppose the Client wishes to alter the beyond the initial descriptions listed and beyond the included edits. In that case, the Marketer will still be owed all fees invoiced before any additional edits, which will be determined when the edits are discussed.
- INTELLECTUAL PROPERTY
All intellectual property contained within the Campaign will become the intellectual property of the Client, free and clear, as a work-made-for-hire. The Marketer may be engaged or employed in any other business, trade, profession, or other activity which does not place Marketer in a conflict of interest with the Client, provided that, during the term, Marketer shall not be engaged in any business activities that compete with the Business of the Client without the clients’ ss prior written consent.
- FEES AND EXPENSES
Client will be billed through an invoicing system ____________ (enter period) in the amount of _________________. Payment will be made within the following amount of time after receipt of the invoice: __________. The Client agrees to reimburse pre-approved expenses and costs, as indicated on invoices. Receipts and reasonable supporting documentation shall accompany such expenses and costs. The Parties will agree on the expenses before the expenses being incurred.
- TAXES
Marketer and Client shall each be solely responsible for all of the federal, state and local taxes applicable to them.
- NON-EXCLUSIVITY
The Client and Marketer hereby acknowledge and agree that nothing contained herein is to establish an exclusive relationship between the Parties. The Marketer shall be free to continue working for and taking on new clients, without regard to Client. The Marketer does not need Client approval for any such work. The Client is also free to hire additional marketers for any client’s work and does not need a Marketer’s approval.
- CLIENT LEGAL REQUIREMENTS
It is the Client’s sole and exclusive responsibility to ensure that all legal requirements for the Client’s Business are met. Such legal requirements include, but are not limited to, ensuring claims on advertising and graphics are true, accurate, and maybe legally stated, as well as ensuring all products and product sales are lawful. The Marketer shall not be responsible for any legal, technical, or regulatory specifications.
- TERMINATION
The Parties may terminate this Agreement prior to the specified end date by giving notice in writing. Notice shall be given at least the following amount of time before termination: __________. Upon termination for any reason, all fees and reimbursements shall be paid and provided to the Marketer as they have accrued up to the date of termination.
- CONFIDENTIAL OR PROPRIETARY INFORMATION
Marketer hereby acknowledges and agrees that Marketer may receive confidential and/or proprietary information relating to Client’s Business. Such information may include, but will not be limited to, client lists, client notes, specifications, project information, plans and/or technological resources. The confidential and/or proprietary information is significantly important to the Client’s Business, and it has been developed or obtained over time, with significant resources. The Marketer understands and agrees that any unintended disclosure of any confidential and/or proprietary information would be significantly detrimental to the Client. As such, Marketer agrees that they shall: Not disclose the confidential information by any means not authorized by the Client to any third parties, Not copy or duplicate the confidential and/or proprietary information unless specifically directed to do so by the Client, Not disclose the confidential information and/or proprietary information by any unauthorized means to any third parties for at least one year following the termination of this Agreement and not use the confidential information for any purpose except those expressly authorized by the Client.
- PORTFOLIO USE
Notwithstanding the specific rights of intellectual property outlined by this Agreement, Marketer shall be permitted to use all work in Marketer’s professional portfolio after such work has been made public by the Client. Nothing contained herein shall limit Marketer’s such rights.
- INDEMNIFICATION
Marketer and clients shall each defend, indemnify, and hold the other harmless from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind arising out of or resulting from bodily injury, death of any person, damage, real or intangible, to personal property resulting from other’s acts or omissions or the breach of any representation, warranty, or obligation under this Agreement.
- SURVIVAL
Any provision of this Agreement, which by its terms imposes continuing obligations on either of the Parties, shall survive termination of this Agreement.
- DISPUTE RESOLUTION
In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties first attempt to resolve the dispute personally and in good faith. If the personal resolution fails, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in Massachusetts.
- GOVERNING LAW
This Agreement shall be governed by and construed per Massachusetts’s internal laws without giving effect to any choice or conflict of law provision or rule.
- ENTIRE AGREEMENT
The Agreement embodies the entire Agreement between the Client and Marketer relating to the subject matter hereof. This Agreement may be changed, modified or discharged only if agreed to in writing by both parties.
IN WITNESS WHEREOF, the Parties execute this Agreement as follows:
Client: Marketer:
Name: _____________ Name: ___________________
Signature: ___________ Signature: ___________________
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