MARKETING & ADVERTISING SERVICES AGREEMENT
(Idaho Jurisdiction)
TABLE OF CONTENTS
- Document Header
- Definitions
- Scope of Services; Service Levels
- Term; Renewal; Transition Assistance
- Fees; Expenses; Taxes
- Acceptance; Re-performance
- Representations & Warranties
- Covenants & Restrictions
- Intellectual Property
- Confidentiality; Data Security; Privacy Compliance
- Indemnification
- Limitation of Liability
- Insurance
- Force Majeure
- Default; Remedies
- Governing Law; Dispute Resolution
- General Provisions
- 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:
2. DEFINITIONS
"Applicable Law" - All federal, state, provincial, local, and foreign laws, statutes, regulations, self-regulatory guidelines, and industry standards that apply to the Services, including the Idaho Code, Idaho Consumer Protection Act (Idaho Code Section 48-601 et seq.), and the federal CAN-SPAM Act.
"Trade Secret" - As defined under the Idaho Trade Secrets Act (Idaho Code Section 48-801 et seq.) and the federal Defend Trade Secrets Act (18 U.S.C. Section 1836, et seq.).
[Additional standard definitions apply as set forth in the California template structure]
3-17. [STANDARD PROVISIONS]
[All standard provisions from the California template apply, with the following Idaho-specific modifications:]
5.5 Late Payments. Overdue amounts accrue interest at the lesser of [X]% per month or the maximum rate permitted under Idaho law, which is 12% per annum pursuant to Idaho Code Section 28-22-104, unless otherwise agreed in writing.
10.1 Confidentiality. Confidential Information includes Trade Secrets as defined under the Idaho Trade Secrets Act (Idaho Code Section 48-801 et seq.).
10.4 Data Security. Service Provider shall implement safeguards consistent with Idaho data breach notification requirements (Idaho Code Section 28-51-104 et seq.).
15.4 Attorneys' Fees. Consistent with Idaho Code Section 12-120(3) and the terms of this Agreement.
16.1 Governing Law. Laws of the State of Idaho, without regard to conflict of laws principles.
16.2 Forum Selection. State and federal courts located in Ada County, Idaho.
16.3 Arbitration. Seat of arbitration: Boise, Idaho.
17.6 Electronic Signatures. Valid pursuant to the Idaho Uniform Electronic Transactions Act (Idaho Code Chapter 9, Title 28).
18. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Marketing & Advertising Services Agreement as of the Effective Date.
| CLIENT | SERVICE PROVIDER |
|---|---|
| [CLIENT LEGAL NAME] | [SERVICE PROVIDER LEGAL NAME] |
| By: __________________________ | By: __________________________ |
| Name: [PRINTED NAME] | Name: [PRINTED NAME] |
| Title: _______________________ | Title: _______________________ |
| Date: ________________________ | Date: ________________________ |