THIS AGREEMENT is hereby entered into on this ………………day of …….……………. Two Thousand and ……………………………


1.[Your Company Name], a California registered business, with its address at [Address] hereinafter referred to as (“Agency”)


  1. [Sub-Contractor Name], an individual or entity seeking social media marketing and advertising services with its address at [Address] hereinafter referred to as (“Sub-Contractor”)

WHEREAS, Sub-Contractor desires to engage Agency to provide social media marketing and advertising services for the Project; and

WHEREAS, Agency is willing to provide such services on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


Agency hereby agrees to provide social media marketing and advertising services for the Sub-Contractor’s business or organization (“Project”) in accordance with the specifications provided by the Agency. The services shall be performed in a professional and workmanlike manner consistent with industry standards.


This Agreement shall be effective for a period of one (1) month, commencing on the date first above written, unless earlier terminated as provided herein.


If the parties intend for the Agreement to continue beyond the initial term, they may mutually agree to renew or extend this Agreement for a specific duration by providing written notice to the other party at least thirty (30) days prior to the expiration of the initial term. The renewal or extension shall be subject to the same terms and conditions as set forth in this Agreement unless otherwise agreed upon in writing by both parties. If no notice of renewal or extension is provided, this Agreement shall terminate at the end of the initial term.


Payment for the social media marketing and advertising services provided by Agency shall be made on a weekly basis. Before work begins, Sub-Contractor shall pay Agency the full amount due for ad spend and setup cost, which is [Payment Amount]. Agency shall submit invoices for actual labor performed during the week, along with a detailed breakdown of the hours worked and the corresponding hourly rate, by the end of each billing period. The hourly rate shall be [Hourly Rate].

Sub-Contractor shall issue payment for the actual labor within seven (7) days of receipt of the invoice. If Sub-Contractor disputes any portion of an invoice, it shall provide written notice of the dispute to Agency within five (5) days of receipt of the invoice, specifying the basis for the dispute. The parties shall work together in good faith to resolve any disputed items.

If payment is not made on time, Agency may charge interest on the outstanding amount at the rate of [Interest Rate] per month or the maximum rate allowed by law, whichever is less. Agency may also suspend performance of services until payment is received. Any expenses incurred by Agency as a result of non-payment, including but not limited to collection costs and attorney fees, shall be the responsibility of Sub-Contractor.


All work product created by Agency for Sub-Contractor under this Agreement shall be the sole property of Sub-Contractor. Agency shall have no right or interest in the work product or any intellectual property rights related thereto.


Sub-Contractor agrees to maintain the confidentiality of all information provided by Agency, including but not limited to marketing and advertising strategies, and any other confidential information. Sub-Contractor shall not use or disclose any confidential information for any purpose other than the Project.


Sub-Contractor represents and warrants that:

(a) Sub-Contractor has the necessary authority to enter into this Agreement;

(b) Sub-Contractor has provided accurate and complete information about the Project;

(c) Sub-Contractor will pay all fees and expenses when due;

(d) Sub-Contractor will comply with all applicable laws and regulations.


The Sub-Contractor agrees to indemnify and hold harmless the Agency, its officers, agents, and employees, from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising from any third-party claims arising from or related to the Sub-Contractor’s use of the work product within the scope of this Agreement, except to the extent such claims arise from the Agency’s own negligence or willful misconduct. The Sub-Contractor’s obligation to indemnify the Agency under this provision shall survive the termination or expiration of this Agreement.


Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved by mediation administered by the American Arbitration Association in accordance with its Commercial Mediation Rules. The mediation shall take place in California and shall be conducted by a single mediator selected in accordance with the rules of the American Arbitration Association.


Either party may terminate this Agreement at any time for cause, including but not limited to, failure to meet deadlines or deliverables, breach of contract terms or conditions, poor quality of work, violation of legal or ethical standards, or non-payment of fees or expenses. If either party terminates this Agreement, the terminating party shall provide written notice to the other party. Upon termination, Agency shall immediately deliver all work product and materials related to the Project to Sub-Contractor and cooperate with Sub-Contractor to ensure an orderly and efficient transition of services.


This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties, whether written or oral. This Agreement may not be amended except in writing signed by both parties.


Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of California without giving effect to any choice of law or conflict of law provision or rule. Any legal action arising out of or in connection with this Agreement shall be brought exclusively in the courts of [County], California, and each party hereby submits to the jurisdiction of such courts for the purposes of any such legal action.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first above written.

SIGNED by the parties:                                                     )

……………………………                                                            )______________________

(AGENCY NAMES – THE AGENCY)                                       Signature


……………………………                                                          )________________________


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