Service Agreement - Marketing

MARKETING & ADVERTISING SERVICES AGREEMENT

(Comprehensive Template)

TABLE OF CONTENTS

1. Document Header
   1A. Pre-Execution Jurisdiction and Campaign-Compliance Checklist

2. Definitions

3. Scope of Services; Service Levels
4. Term; Renewal; Transition Assistance
5. Fees; Expenses; Taxes
6. Acceptance; Re-performance
7. Representations & Warranties
8. Covenants & Restrictions
9. Intellectual Property
10. Confidentiality; Data Security; Privacy Compliance
11. Indemnification
12. Limitation of Liability
13. Insurance
14. Force Majeure
15. Default; Remedies
16. Governing Law; Dispute Resolution
17. General Provisions
18. Execution Block

1. DOCUMENT HEADER

This Marketing & Advertising Services Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”), by and between [CLIENT LEGAL NAME], a [STATE & ENTITY TYPE] (“Client”), and [SERVICE PROVIDER LEGAL NAME], a [STATE & ENTITY TYPE] (“Service Provider,” and together with Client, each a “Party” and collectively, the “Parties”).

Recitals
A. Client desires to retain Service Provider to provide certain marketing, advertising, and related consulting services.
B. Service Provider is willing to provide such services on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

PRE-EXECUTION JURISDICTION AND CAMPAIGN-COMPLIANCE CHECKLIST

Complete this checklist before execution and for each SOW or Campaign:

☐ Governing law, forum, and venue selected and reviewed: [________________________________]

☐ Service Provider's actual worker-classification status reviewed under applicable federal, state, and local tests

☐ Campaign channels identified: ☐ Email ☐ Calls ☐ SMS/MMS ☐ Fax ☐ Social media ☐ Influencers ☐ Paid media ☐ Direct mail ☐ Other: [________________________________]

☐ Client designated the Party responsible for consent, suppression-list, opt-out, and do-not-call records

☐ Client supplied substantiation for objective product or performance claims

☐ Endorser and influencer material connections identified and disclosure language approved

☐ Privacy notice, data-processing, cybersecurity, tracking-technology, and breach-response duties allocated

☐ Platform, network, publisher, DAA, NAI, and other self-regulatory requirements incorporated only where contractually applicable

☐ Professional licensing, sales-tax, and sector-specific advertising restrictions reviewed

☐ Non-solicitation, arbitration, jury-waiver, attorney-fee, liability-cap, indemnity, and injunction clauses reviewed for the selected jurisdiction

This universal form does not authorize a Campaign. No channel should launch until the responsible Party documents the applicable legal and platform requirements in the SOW or a Campaign compliance schedule.

2. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below or elsewhere in this Agreement:

“Acceptance Criteria” – The objective performance standards, deliverable specifications, and success metrics set forth in Schedule A.

“Affiliate” – Any entity directly or indirectly controlling, controlled by, or under common control with a Party.

“Applicable Law” – All federal, state, provincial, local, and foreign laws, statutes, regulations, orders, and binding governmental requirements that apply to the Services. Platform terms, self-regulatory guidelines, and industry standards are contractual requirements only when an SOW or Campaign compliance schedule expressly adopts them.

“Background IP” – IP owned or developed by a Party independently of this Agreement.

“Campaign” – A defined marketing or advertising initiative described in a Statement of Work.

“Client Materials” – All information, content, data, trademarks, and other materials provided by Client to Service Provider.

“Confidential Information” – Has the meaning set forth in Section 10.1.

“Deliverables” – All work product, materials, reports, creative concepts, media plans, copy, graphics, and other items to be delivered by Service Provider under a Statement of Work.

“Force Majeure Event” – Has the meaning set forth in Section 14.1.

“Indemnified Party” – The Party entitled to indemnification under Section 11.

“Indemnifying Party” – The Party providing indemnification under Section 11.

“Intellectual Property Rights” or “IP Rights” – All worldwide intangible legal rights, titles, and interests, whether registered or unregistered, including patents, copyrights, trademarks, trade secrets, mask works, and all similar or analogous rights.

“Services” – The marketing, advertising, consulting, and related services described in Section 3 and each Statement of Work.

“Statement of Work” or “SOW” – A document, substantially in the form of Exhibit 1, executed by the Parties that describes a Campaign, Deliverables, timeline, and pricing.

“Third-Party Materials” – Content, software, tools, data, images, or other materials owned by third parties.

3. SCOPE OF SERVICES; SERVICE LEVELS

3.1 Engagement. Client hereby retains Service Provider to provide, and Service Provider agrees to provide, the Services in accordance with this Agreement and each applicable SOW.

3.2 Statements of Work. (a) Each SOW shall become part of this Agreement when signed by both Parties. (b) In case of conflict, the SOW controls over this Agreement only with respect to that SOW.

3.3 Performance Standards. Service Provider shall:
(i) perform the Services in a professional and workmanlike manner, consistent with industry best practices;
(ii) meet or exceed the Acceptance Criteria and any service level guarantees set forth in Schedule B; and
(iii) comply with Applicable Law and the applicable SOW or Campaign compliance schedule. Depending on the Campaign channel and facts, relevant federal provisions may include 15 U.S.C. § 45(a)(1), 15 U.S.C. § 7704(a), 47 U.S.C. § 227 and its implementing rules, and 16 C.F.R. § 255.5. DAA, NAI, platform, publisher, or network standards apply only when incorporated as contractual requirements.

3.4 Subcontractors. Service Provider may not subcontract the Services without Client’s prior written consent, except for routine, ancillary tasks [e.g., media buying] performed by pre-approved vendors. Service Provider remains fully responsible for subcontractor acts and omissions.

3.5 Changes. Either Party may propose changes to a SOW. Changes are not binding unless memorialized in a written change order signed by authorized representatives of both Parties.

4. TERM; RENEWAL; TRANSITION ASSISTANCE

4.1 Initial Term. The term of this Agreement commences on the Effective Date and continues for [INITIAL TERM] (the “Initial Term”), unless earlier terminated in accordance with Section 15.

4.2 Renewal. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive [RENEWAL TERM] periods (each a “Renewal Term”) unless either Party provides written notice of non-renewal at least [NOTICE PERIOD] days before the end of the then-current term.

4.3 Transition Assistance. For [TRANSITION PERIOD] following any termination or expiration, Service Provider shall provide reasonable transition assistance to Client or its designee at [RATE OR NO-CHARGE] to facilitate orderly transfer of projects, campaigns, and Deliverables.

5. FEES; EXPENSES; TAXES

5.1 Fees. Client shall pay Service Provider the fees set forth in each SOW (the “Fees”).

5.2 Invoices & Payment. Service Provider shall invoice Client in accordance with the schedule set forth in the relevant SOW. Unless otherwise stated, Client shall pay undisputed amounts within [NET DAYS] days of receipt of invoice.

5.3 Expenses. Client shall reimburse pre-approved out-of-pocket expenses at cost, provided Service Provider supplies reasonable documentation.

5.4 Taxes. Fees exclude sales, use, value-added, gross-receipts, or similar transaction taxes that Service Provider is legally required to collect from Client. Service Provider shall separately state collected tax on the invoice. Client is not responsible for taxes imposed on Service Provider's net income, payroll, property, or business privilege unless Applicable Law expressly shifts that tax. Each Party remains responsible for its own filing, withholding, reporting, and payment obligations.

5.5 Late Payments. Overdue amounts accrue interest at the lesser of [X]% per month or the maximum rate permitted by law.

6. ACCEPTANCE; RE-PERFORMANCE

6.1 Review Period. Client shall review each Deliverable within [REVIEW DAYS] days of receipt (“Review Period”) and either (a) accept it in writing, or (b) reject it by issuing a written notice describing in reasonable detail the non-conformities with the Acceptance Criteria.

6.2 Deemed Acceptance. Absent a timely rejection notice, the Deliverable is deemed accepted.

6.3 Cure. If Client timely rejects a Deliverable, Service Provider shall use commercially reasonable efforts to cure the non-conformities within [CURE DAYS] days and resubmit.

6.4 Exclusive Remedy. Re-performance under this Section 6 constitutes Client’s sole remedy and Service Provider’s entire liability for failure to meet Acceptance Criteria, subject to Section 12.

7. REPRESENTATIONS & WARRANTIES

7.1 Mutual Warranties. Each Party represents and warrants that:
(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
(b) it has full power and authority to execute, deliver, and perform this Agreement;
(c) it intends this Agreement to create binding contractual obligations, subject to Applicable Law and generally applicable defenses and equitable principles; and
(d) its performance hereunder does not violate any agreement or Applicable Law.

7.2 Service Provider Warranties. Service Provider further represents and warrants that:
(a) the Services and Deliverables will conform to the specifications and Acceptance Criteria;
(b) neither the Services nor Deliverables will infringe any third-party IP Rights; and
(c) the Services will be performed in compliance with Applicable Law.

7.3 Disclaimer. EXCEPT AS SET FORTH IN THIS SECTION 7, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR PERFORMANCE OF ADVERTISING.

7.4 Survival. All warranties in this Section survive for [SURVIVAL PERIOD] following the later of delivery or acceptance of the applicable Deliverable.

8. COVENANTS & RESTRICTIONS

8.1 Compliance with Laws. Each Party shall comply with all Applicable Law, including laws governing deceptive advertising, endorsements, and data privacy.

8.2 Optional Non-Solicitation. ☐ Include ☐ Omit. If included and enforceable under the selected law, during the Term and for [____] months thereafter, neither Party shall directly solicit for employment a then-current employee of the other Party with whom it had material contact through the Services. General advertisements, unsolicited applications, recruiter searches not targeted at the other Party, and hiring after the individual's employment has ended are excluded. Delete this section unless counsel confirms its scope and duration are lawful.

8.3 Exclusivity. [OPTIONAL] Client grants Service Provider exclusive rights to provide marketing services in [TERRITORY] for [EXCLUSIVITY TERM].

8.4 Notice of Breach. Each Party shall promptly notify the other of any known breach or suspected breach of its obligations under this Agreement, including data security incidents.

9. INTELLECTUAL PROPERTY

9.1 Ownership. Except as expressly provided, each Party retains all rights in its Background IP.

9.2 Work Made for Hire; Present Assignment. A Client Deliverable is a “work made for hire” only if it satisfies the definition in 17 U.S.C. § 101, including the statutory category and signed-writing requirements for a specially commissioned work. Effective automatically upon Client's full payment of the applicable Fees, Service Provider hereby assigns to Client all right, title, and interest in each Client Deliverable, excluding Background IP and Third-Party Materials. To the extent the assigned rights include copyright ownership, this signed Agreement is intended as the written instrument of conveyance required by 17 U.S.C. § 204(a). Service Provider shall execute reasonable further documents needed to confirm the transfer.

9.3 License to Background IP. Service Provider grants Client a perpetual, worldwide, royalty-free, non-exclusive license to use Service Provider’s Background IP solely as incorporated in the Client Deliverables, to the extent necessary for Client’s exploitation of the Deliverables.

9.4 License to Client Materials. Client grants Service Provider a limited, non-exclusive license to use Client Materials solely to perform the Services.

9.5 Third-Party Materials. Use of Third-Party Materials shall be governed by the applicable third-party license terms, which Service Provider shall provide to Client upon request.

9.6 Moral Rights. Service Provider waives, to the maximum extent permitted by law, any moral rights in the Deliverables.

10. CONFIDENTIALITY; DATA SECURITY; PRIVACY COMPLIANCE

10.1 Definition. “Confidential Information” means any non-public information disclosed by a Party (“Discloser”) to the other (“Recipient”) that is designated as confidential or would reasonably be understood as confidential given its nature and the circumstances of disclosure.

10.2 Obligations. Recipient shall (a) use Confidential Information only to fulfill its obligations under this Agreement, (b) protect it with at least the same degree of care it uses for its own confidential information (but no less than reasonable care), and (c) not disclose it to any third party except to employees, Affiliates, and contractors with a need to know and subject to confidentiality obligations at least as protective.

10.3 Exclusions. Confidential Information does not include information that is (i) publicly available through no fault of Recipient, (ii) independently developed without use of Discloser’s Confidential Information, (iii) rightfully obtained from a third party without breach, or (iv) disclosed pursuant to court order or law (provided Recipient gives reasonable notice and cooperates with Discloser’s efforts to seek protective treatment).

10.4 Data Security. Service Provider shall implement and maintain industry-standard administrative, technical, and physical safeguards to protect Client data.

10.5 Privacy Compliance. If the Services involve personal data, tracking technologies, targeted advertising, sale or sharing of data, or regulated consumer communications, the Parties shall complete and execute any data-processing, service-provider, controller-processor, or similar terms required by Applicable Law before processing begins.

10.6 Publicity. Neither Party may issue press releases or public announcements referencing this Agreement without the other’s prior written consent, except to the extent required by law.

10.7 Equitable Relief. A violation of this Section 10 may cause harm for which monetary damages may be inadequate. A Party may request temporary, preliminary, or permanent injunctive relief in addition to other available remedies. The court retains authority to determine whether the legal and equitable requirements are satisfied and whether a bond or other security is required.

11. INDEMNIFICATION

11.1 Mutual Indemnity. Each Party (the “Indemnifying Party”) shall indemnify, defend, and hold harmless the other Party and its directors, officers, employees, and agents (collectively, the “Indemnified Party”) from and against any and all third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) (“Losses”) arising out of or relating to:
(a) bodily injury, death, or damage to real or tangible personal property caused by the Indemnifying Party’s negligence or willful misconduct;
(b) the Indemnifying Party’s breach of its representations, warranties, or covenants in this Agreement; or
(c) infringement or misappropriation of any IP Right by the Indemnifying Party’s Deliverables or Background IP (for Service Provider) or Client Materials (for Client).

11.2 Procedures. The Indemnified Party shall promptly notify the Indemnifying Party of any claim, permit the Indemnifying Party to control the defense and settlement, and provide reasonable assistance at the Indemnifying Party’s expense. The Indemnifying Party may not settle any claim without the Indemnified Party’s prior written consent if it admits fault or imposes obligations on the Indemnified Party.

12. LIMITATION OF LIABILITY

12.1 Caps. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW) AND LIABILITY THAT CANNOT LAWFULLY BE LIMITED, EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED [CAP: e.g., 12x THE FEES PAID OR PAYABLE UNDER THE APPLICABLE SOW].

12.2 Excluded Claims. The following are excluded from the liability cap: (a) indemnification obligations under Section 11, (b) breaches of Section 10 (Confidentiality), (c) a Party’s gross negligence or willful misconduct, and (d) infringement of IP Rights.

12.3 Disclaimer of Consequential Damages. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY.

13. INSURANCE

Service Provider shall maintain, at its own expense, during the Term and for [INSURANCE SURVIVAL] years thereafter, insurance policies with minimum limits as follows:
(a) Commercial General Liability: [LIMIT] per occurrence;
(b) Errors & Omissions / Professional Liability: [LIMIT];
(c) Cyber / Network Security Liability: [LIMIT]; and
(d) Workers’ Compensation as required by law.

Upon request, Service Provider shall furnish certificates of insurance naming Client as an additional insured (except for Workers’ Compensation).

14. FORCE MAJEURE

14.1 Definition. “Force Majeure Event” means any event beyond a Party’s reasonable control, including acts of God, natural disasters, terrorism, civil unrest, pandemics, labor disputes, government actions, or internet failures.

14.2 Suspension of Performance. A Party affected by a Force Majeure Event may suspend performance for the duration of the event, provided it (a) promptly notifies the other Party, (b) uses commercially reasonable efforts to mitigate the impact, and (c) resumes performance as soon as practicable.

14.3 Termination for Extended Force Majeure. If a Force Majeure Event continues for more than [FORCE MAJEURE DAYS] consecutive days, either Party may terminate the affected SOW or this Agreement upon written notice.

15. DEFAULT; REMEDIES

15.1 Events of Default. A Party is in default if it:
(a) materially breaches this Agreement and fails to cure within [CURE PERIOD] days after written notice;
(b) becomes insolvent, files for bankruptcy, or has a receiver appointed; or
(c) repeatedly fails to meet Acceptance Criteria or service levels, causing material harm.

15.2 Termination. Upon an uncured Event of Default, the non-defaulting Party may (i) terminate this Agreement and/or any SOW, in whole or in part, upon written notice, and (ii) pursue any remedies available at law or in equity, subject to Section 12.

15.3 Effect of Termination. Upon expiration or termination:
(a) Client shall pay Service Provider for all Services performed and authorized expenses incurred up to the termination date;
(b) each Party shall return or certify destruction of the other Party’s Confidential Information; and
(c) Sections 7–13, 15.3, 16, and 17 survive.

15.4 Optional Attorneys’ Fees. ☐ Include ☐ Omit. If included and permitted by Applicable Law, the substantially prevailing Party in an action to enforce this Agreement may recover reasonable attorneys’ fees and allowable costs as determined by the court or arbitrator.

16. GOVERNING LAW; DISPUTE RESOLUTION

16.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of [CHOICE OF LAW STATE/Commonwealth], without regard to its conflict of laws principles.

16.2 Forum Selection. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in [COUNTY, STATE] for any action arising out of or relating to this Agreement, subject to Section 16.3.

16.3 Optional Arbitration. [SELECT ONE]

☐ Arbitration Elected – To the extent permitted by Applicable Law, any dispute arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by [ARBITRATION ADMINISTRATOR] under its commercial arbitration rules. The Parties intend this written provision, for a transaction involving commerce, to be governed by 9 U.S.C. § 2 where applicable. The seat shall be [CITY, STATE]. The Parties agree that judgment may be entered on the award, consistent with 9 U.S.C. § 9 where applicable, in [identify court or courts]. Nothing in this clause overrides nonwaivable law.

☐ Arbitration Not Elected – The courts identified in Section 16.2 retain exclusive jurisdiction.

16.4 Optional Jury Trial Waiver. ☐ Include after jurisdiction-specific review ☐ Omit. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES A JURY TRIAL IN LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT. SOME JURISDICTIONS IMPOSE SPECIAL REQUIREMENTS OR DO NOT ENFORCE PREDISPUTE CONTRACTUAL JURY WAIVERS.

Client Initials: [____] Service Provider Initials: [____]

16.5 Injunctive Relief. Notwithstanding the foregoing, either Party may seek interim or permanent injunctive relief in any court of competent jurisdiction to protect its IP Rights or Confidential Information.

17. GENERAL PROVISIONS

17.1 Independent Contractors; Actual Relationship Controls. The Parties intend an independent-contractor relationship. This label does not override worker-classification law; for federal FICA purposes, 26 U.S.C. § 3121(d)(2) looks to the usual common-law rules, and other laws may use different tests. If the actual relationship is classified as employment, the Parties shall comply with resulting nonwaivable duties. Neither Party may bind the other except as expressly authorized in a signed writing.

17.2 Assignment. Neither Party may assign or transfer this Agreement without the other Party’s prior written consent, except to an Affiliate or successor in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations herein in writing.

17.3 Amendments; Waivers. Any amendment or waiver must be in writing and executed by authorized representatives of both Parties. A waiver on one occasion is not a waiver of any subsequent breach.

17.4 Severability. If any provision is held unenforceable, the remainder will remain in full force, and the Parties shall substitute an enforceable provision that most closely approximates the original intent.

17.5 Entire Agreement. This Agreement, including all Schedules, Exhibits, and SOWs, constitutes the entire agreement between the Parties and supersedes all prior agreements regarding its subject matter.

17.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts. For a transaction in or affecting interstate or foreign commerce, 15 U.S.C. § 7001(a) provides that a contract or signature may not be denied legal effect solely because it is electronic; subsection (b) preserves other legal requirements and does not require a person to accept electronic records or signatures. Subject to Applicable Law and the Parties' consent, PDF and electronic-signature counterparts may be used to execute this Agreement.

17.7 Notices. All notices must be in writing and delivered by personal delivery, certified mail (return receipt requested), or nationally recognized courier to the addresses set forth below (or as updated by notice). Notices are effective on receipt.

17.8 Interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.”

18. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Marketing & Advertising Services Agreement as of the Effective Date.

[Notarization/Witness lines – [ADD IF REQUIRED BY GOVERNING LAW OR INTERNAL POLICY]]

EXHIBIT 1 – FORM OF STATEMENT OF WORK

1. SOW Number: [SOW-XXX]
2. Campaign Name: [Campaign Title]
3. Description of Services & Deliverables: […]
4. Acceptance Criteria & Metrics: […]
5. Timeline/Milestones: […]
6. Fees & Payment Schedule: […]
7. Key Client Responsibilities: […]
8. Special Terms (if any): […]

Authorized Representatives:
CLIENT Signature: ___________ Date: _______
SERVICE PROVIDER Signature: ___________ Date: _______

SCHEDULE A – ACCEPTANCE CRITERIA

[Define objective performance metrics, deliverable specifications, and any KPIs.]

SCHEDULE B – SERVICE LEVELS

[Define response times, availability, reporting cadence, etc.]

SOURCES AND REFERENCES

• GovInfo — 15 U.S.C. § 45
• GovInfo — 15 U.S.C. § 7704
• GovInfo — 47 U.S.C. § 227
• eCFR — 16 C.F.R. § 255.5
• GovInfo — 17 U.S.C. § 101
• GovInfo — 17 U.S.C. § 204
• Office of the Law Revision Counsel — 26 U.S.C. § 3121
• GovInfo — 9 U.S.C. § 2
• GovInfo — 9 U.S.C. § 9
• GovInfo — 15 U.S.C. § 7001