SOCIAL MEDIA MARKETING AND MANAGEMENT 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”.
WHEREAS, the Client is engaged in the following business: _________________
WHEREAS, Marketer has expertise and experience in creating, overseeing, and operating successful social media marketing 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 hereby acknowledged, the parties do agree as follows:
This Agreement sets forth the terms and conditions whereby Marketer agrees to produce certain Campaigns, as describe in Appendix 1 for the Client. Marketer will engaged solely and exclusively for the limited purpose of provision of the Campaigns.
- FEES AND EXPENSES
Client will be billed through an invoicing system monthly; sent on the 15th of every month. Payment will be made on the first day of every month. For past due invoices, a late fee of 5% per month will apply.
The following payment methods are allowed: checks, bank transfers, debit/credit card.
The work will begin at the execution of this Agreement as well as when the Marketer receives the following retainer: ____________________
The 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 will agree on the expenses prior to the expenses being incurred.
Any deposits paid will be non-refundable.
The Client grants to The Manager a non-exclusive, non-transferable, royalty-free license to use The Client’s trade names, trademarks, logos and service marks (collectively Marks) in connection with the performance of this Agreement. Except as specifically provided in this Agreement, nothing in this Agreement shall confer upon The Manager any right, title or interest in any of the Marks or goodwill of The Client. The Manager acknowledges that The Client’s Marks and any related goodwill are the sole and exclusive property of The Client.
The Client acknowledges that it retains ownership of all its Marks and other intellectual property rights that are licensed to it. The Manager acknowledges that its utilization of The Client’s Marks will not create in it, nor will it represent it has, any right, title or interest in or to The Client’s Marks other than the express and limited right to use The Client’s Marks as granted under this Agreement. The Manager agrees that it shall cease using The Client’s Marks immediately upon request, and in no event shall this license survive the term of this Agreement.
- INDEPENDENT CONTRACTOR
The Parties to this Agreement are independent contractors. Neither Party is an agent, representative, or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, joint venture, partnership, and franchise, sales, representative or employment relationship between the Parties or to impose any partnership obligation or liability upon either Party.
- TERM AND TERMINATION
The term of this Agreement shall be ________________ from the Launch Date, (The “Commitment Period”) unless terminated earlier pursuant to the provisions of this Agreement. The Launch Date shall be the date when The Manager begins rendering services to the Client.
- Termination for Cause
If either Party materially defaults in the performance of any provision of this Agreement, and such default is not cured within 30 days after the non-defaulting Party gives the defaulting Party written notice of such default, then the non-defaulting Party shall be entitled to terminate the Agreement immediately upon written notice of termination to the defaulting Party.
- Termination for Convenience
The parties may terminate this Agreement for any reason at any time after the “Commitment period” with 7 days prior written notice without further obligation of either Party except for any outstanding payment obligations hereunder.
- Effect of Termination
Termination shall not relieve either Party of any obligations incurred prior to the termination. Upon mid-month termination, the Client will be responsible for 50% of the monthly fee. Upon termination, The Manager agrees to (i) cease all promotions of The Client’s offerings; (ii) cease all use of The Client’s technology and Marks; and (iii) cease making The Client’s offerings available in or through a website or otherwise, and upon request, to promptly destroy or return all copies (electronic or written) of the content, technology, and any other confidential or proprietary information in The Manager’s possession or control. Without limiting the foregoing in any way, the Parties agree that following termination, each Party may continue to make their offerings/services available directly to users subscribing to the offering/service prior to termination, without any liability or obligation to the other Party.
- WARRANTIES AND DISCLAIMER
Each Party represents and warrants to the other that:
- it has the full corporate right and authority to enter into this Agreement and to perform the acts required of it hereunder;
- the execution of this Agreement by such Party and the performance by such Party of its obligations and duties hereunder do not and shall not violate any other Agreement to which such Party is a Party or by which it is otherwise bound;
- when executed and delivered by such Party, this Agreement shall constitute the legal, valid and binding obligation of such Party, enforceable against such Party according to its terms;
- such Party acknowledges that the other Party makes no representations, warranties or Agreements related to the subject matter hereof that are not expressly specified in this Agreement.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES AND EACH PARTY HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
- Protection of Information
The parties may provide each other with confidential information and trade secrets, including without limitation, information on their respective organization, business, finances, personnel, services, systems, pricing, structure, proprietary products and processes, transactions and/or business relations (collectively, the “Information”). The term “Information” shall not include (i) information generally available to the public through no fault of the other Party, (ii) information which the other Party already had knowledge of, or (iii) information which has become part of the public domain through no fault of the other Party. Each Party agrees to retain in confidence at all times and to require its employees, consultants, professional representatives and agents to retain in confidence all information disclosed by the other Party. Each Party shall only use the other’s information solely for the purpose of performing obligations under this Agreement, and only disclose the Confidential Information on a need-to-know basis. Each party shall take all necessary precautions in handling the Confidential Information of the other party and limit disclosures on a strict need-to-know basis. Further, the receiving Party may disclose information to the extent ordered to be disclosed by subpoena, other legal process or requirement of law, after first giving the disclosing Party a reasonable opportunity to contest such disclosure requirement.
- Injunctive Relief
Each Party acknowledges and agrees that any use or disclosure of Confidential Information by the Party in a manner inconsistent with the provisions of this Agreement may cause another Party harm which will not be compensable by monetary damages alone and, accordingly, such other Party will, in addition to other available legal or equitable remedies, be entitled to seen an immediate injunction restraining the disclosing Party from committing or continuing to commit a breach. A Party may avail itself of injunctive relief in addition and without prejudice to any other remedies available to it.
This Section will survive the termination or expiration of this Agreement.
a. The Manager agrees not to sell The Client’s leads to any third party and that the sole owner of the leads generated from its Services will be The Client.
b. The Parties understand that except the provisions stated in clause above, this Agreement is not an exclusive arrangement between the Parties. The Parties agree that they are free to enter into similar transactions as set forth in this Agreement with other entities and that the Parties may directly or indirectly solicit customer referrals via other channels under terms that may differ from the terms and conditions set forth herein.
All notices that either Party is required or may desire to serve upon the other Party shall be in writing and addressed to the Party to be served at the respective addresses set forth herein and shall be sent via U.S. Express Mail or private express courier service with confirmed receipt and will be effective upon receipt at the addresses listed herein (unless the Parties are notified in writing of a change in address, in which case notice will be sent to the new address).
Unless the context of this Agreement clearly requires otherwise, any notice or other communication required by this Agreement, regardless of whether the applicable subsection of this Agreement contemplates email delivery of such notice or communication, may be done via email.
- Entire Agreement
This Agreement constitutes the entire understanding and agreement between the parties with respect to the transactions contemplated, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication between the Parties concerning the subject matter hereof. Neither Party is relying upon any warranties, representations, assurances, nor did inducements not expressly set forth herein.
No waiver of any provision of this Agreement or any rights or obligations of either Party hereunder shall be effective, except pursuant to a written instrument signed by the Party waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.
- Force Majeure
Neither Party shall be deemed in default hereunder, nor shall it hold the other Party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, armed conflict, labour strike, lockout, pandemic or boycott, provided that the Party relying upon this section (i) shall have given the other Party prompt written notice thereof and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this section extends for a period in excess of thirty (30) days in the aggregate, either Party may immediately terminate this Agreement.
The section and paragraph headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, govern, limit, modify or construe the scope or extent of the provisions of this Agreement to which they may relate. Such headings are not part of this Agreement and shall not be given any legal effect.
- Amendments and Severability
No amendment or modification of this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default. In the event that any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby.
- Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Montana, without reference to conflicts of laws or choice of laws rules.
- Dispute resolution
Any disputes 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 through mediation. If mediation fails, the Parties agree to submit the dispute to the jurisdiction of ______________courts.
In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any provision is held invalid by a court of competent jurisdiction, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties, and the remainder of this Agreement shall remain in full force and effect. There shall be no presumption for or against either Party as a result of such Party being the principal drafter of this Agreement.
IN WITNESS WHEREOF, each of The Manager and The Client has caused this Agreement to be signed and delivered by its duly authorized representative.
Full name: __________________________
Full name: __________________________
APPENDIX ONE: SERVICES PROVIDED
- Manage social media accounts
- Implement a social media strategy
- Create and manage targeted campaigns on Facebook and Instagram for BOGO deal, Lennox CAP program.
- Create & manage advertisements on Facebook and Instagram for new employment ads
- Take photos & product video content
- Monitor & maintain analytics & compile into monthly reports
- Through managing digital platforms, create a cohesive brand image to maximize digital footprint
- Website Management
- Create educational downloads & videos
- Produce blog articles
- Maintain communication with Dotcom
- Encourage engagement with current and potential customers using informational downloads, blogs, and multimedia content
- Showcase GCP’s corporate culture with behind the scenes and job site content
- Implement and maintain SEO for the website and digital ads through Google MyBusiness
- Manage Google & Yelp
- Respond to customer reviews & messages
- Create & manage advertisements
- Direct inbound leads that reach out on digital platforms
- Analyze and record ROI for digital ads
- Plan and maintain radio ad campaigns
- Coordinate with Townsquare and Missoula Broadcasting
- Analyze and record ROI for radio ads
- Offer input on production of radio ads to ensure marketing efficacy
- Manage direct mail using Valpack and other services
- Analyze and record ROI for print ads
- Implement new print marketing strategies and formats
- Manage marketing inquiries
- Publications, airport, Townsquare, local organizations, billboards, etc.
- Act as a point of contact for persons offering marketing opportunities
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