Marketing Services Agreement Template

This Marketing Services Agreement is made on [Contract Date] between [Company Name] ("Agency") and [Client Name] ("Client").

1. Services

Agency will provide the marketing services described in the proposal or retainer plan the parties have signed (the "Plan"), such as strategy, content, search, social media, and campaign management. Each month's deliverables are agreed in a shared plan at the start of the month. Work outside the Plan is quoted separately and done only with Client's approval.

2. Approvals

Agency will submit content, ads, and campaigns for Client's approval before they're published. Client will respond within three business days. Content that Client approves, or publishes itself, is Client's responsibility.

3. Fees and Payment

• The monthly fee is set out in the Plan, invoiced in advance on the 1st of each month and due within 15 days.
• Work beyond the monthly scope is billed at $120 per hour, with Client's approval before work begins.
• Agency may pause work while an invoice is more than 30 days overdue.

4. Advertising Spend and Third-Party Costs

Client pays advertising spend directly to the ad platforms, on its own payment method. Agency manages campaigns within the budgets Client approves and isn't responsible for charges the platforms make. Other third-party costs, such as software, stock media, and printing, are billed at cost with Client's approval.

5. Accounts and Access

Ad accounts, analytics, domains, and social profiles stay in Client's name. Client grants Agency access for the length of this agreement, and Agency will give up that access when it ends.

6. Ownership

Once paid for, content and creative made for Client under this agreement belong to Client. Agency keeps its pre-existing materials, tools, templates, and know-how. Stock media, fonts, and music are licensed under their own terms. Agency may show the work in its portfolio once it's public, unless Client asks otherwise in writing.

7. Client Responsibilities

Client will provide accurate information about its products and services, and confirms it has the right to use the materials it supplies. Client is responsible for the accuracy of claims about its own products, and for following the laws that apply to its industry.

8. Results

Agency will perform the services with professional skill and care. Marketing results depend on things outside Agency's control, such as search engine and platform changes, competition, and the market. Agency doesn't guarantee specific rankings, traffic, leads, or sales.

9. Confidentiality

Each party will keep the other's confidential information private and use it only for this agreement, during it and for three years after it ends.

10. Term and Termination

This agreement starts on the date above with a three-month minimum term, then continues month to month. After the minimum term, either party may end it with 30 days' written notice. Either party may end it immediately if the other materially breaches it and doesn't fix the breach within 10 days of notice. Client pays for services performed to the end date.

11. Limitation of Liability

Each party's total liability under this agreement is limited to the fees Client paid in the three months before the claim. Neither party is liable for indirect or consequential losses, including lost profits.

12. General

Agency is an independent contractor. This agreement is governed by the laws of [state or country]. It and the Plan are the entire agreement between the parties and may only be changed in writing. If any part is found unenforceable, the rest remains in effect.

By signing below, both parties agree to these terms.