Marketing Services Agreement (Idaho)

MARKETING SERVICES AGREEMENT

STATE OF IDAHO

This Marketing Services Agreement ("Agreement") is entered into as of [__/__/____] ("Effective Date"), by and between:

CLIENT:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]

("Client")

AND

SERVICE PROVIDER:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]

("Service Provider")

Client and Service Provider may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client desires to engage Service Provider to provide certain marketing and advertising services as described herein; and

WHEREAS, Service Provider has the expertise, personnel, and resources to provide such marketing services and desires to provide such services to Client on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1: DEFINITIONS

1.1 "Advertising Materials" means all advertisements, promotional content, marketing collateral, and related materials created by Service Provider under this Agreement.

1.2 "Applicable Law" means all federal, state, and local laws, statutes, regulations, ordinances, and rules applicable to the Services, including without limitation the Idaho Consumer Protection Act (Idaho Code Section 48-601 et seq.), the federal CAN-SPAM Act (15 U.S.C. Section 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. Section 227), and the Federal Trade Commission Act (15 U.S.C. Section 45).

1.3 "Client Data" means all data, information, content, and materials provided by Client to Service Provider in connection with the Services, including customer lists, marketing analytics, and business information.

1.4 "Confidential Information" means any non-public information disclosed by one Party to the other in connection with this Agreement, including without limitation trade secrets, business plans, customer information, marketing strategies, financial data, pricing information, and proprietary methodologies, whether disclosed orally, in writing, or by any other means, and whether or not marked as confidential.

1.5 "Deliverables" means all work product, materials, documents, reports, creative content, and other tangible items to be delivered by Service Provider to Client as specified in a Statement of Work.

1.6 "Intellectual Property Rights" means all patents, copyrights, trademarks, service marks, trade dress, trade secrets, rights of publicity, moral rights, and all other intellectual property rights recognized under Applicable Law.

1.7 "Pre-Existing Materials" means any materials, content, methodologies, tools, software, know-how, or intellectual property owned by or licensed to a Party prior to the Effective Date or developed by a Party independently of this Agreement.

1.8 "Services" means the marketing and advertising services to be performed by Service Provider as described in Article 2 and any applicable Statement of Work.

1.9 "Statement of Work" or "SOW" means a written document executed by both Parties that describes specific Services to be performed, Deliverables, timelines, fees, and other project-specific terms.

1.10 "Trade Secret" has the meaning set forth in the Idaho Trade Secrets Act, Idaho Code Section 48-801(5), and means information, including a formula, pattern, compilation, program, computer program, device, method, technique, or process, that: (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

1.11 "Work Product" means all Deliverables, Advertising Materials, and other work created by Service Provider specifically for Client pursuant to this Agreement.

ARTICLE 2: SCOPE OF SERVICES

2.1 Services. Service Provider agrees to provide the following marketing services to Client (select all that apply):

☐ Brand Strategy and Development
☐ Marketing Strategy and Planning
☐ Digital Marketing and Online Advertising
☐ Social Media Marketing and Management
☐ Search Engine Optimization (SEO)
☐ Search Engine Marketing (SEM) / Pay-Per-Click Advertising
☐ Content Marketing and Creation
☐ Email Marketing Campaigns
☐ Website Design and Development
☐ Graphic Design and Visual Content
☐ Video Production and Marketing
☐ Public Relations and Media Outreach
☐ Market Research and Analytics
☐ Advertising Campaign Management
☐ Print and Traditional Media Marketing
☐ Event Marketing and Promotion
☐ Influencer Marketing
☐ Other: [________________________________]

2.2 Statement of Work. The specific scope, timeline, Deliverables, and fees for each project or campaign shall be set forth in a Statement of Work mutually agreed upon by the Parties. Each SOW shall be attached hereto and incorporated by reference. In the event of a conflict between this Agreement and any SOW, the terms of this Agreement shall control unless the SOW expressly states otherwise.

2.3 Standard of Performance. Service Provider shall perform the Services in a professional, timely, and workmanlike manner consistent with industry standards and best practices for marketing services. Service Provider shall use qualified personnel with appropriate skills and experience.

2.4 Client Cooperation. Client shall provide Service Provider with timely access to Client personnel, information, materials, and approvals necessary for Service Provider to perform the Services. Client's failure to provide such cooperation may result in delays and additional costs.

2.5 Compliance with Law. Service Provider shall perform all Services in compliance with Applicable Law, including all advertising and marketing regulations. Service Provider represents that all Advertising Materials will comply with applicable truth-in-advertising laws and regulations.

ARTICLE 3: DELIVERABLES

3.1 Deliverables. Service Provider shall provide the Deliverables specified in each applicable Statement of Work according to the timelines set forth therein.

3.2 Delivery. All Deliverables shall be delivered in the format and medium specified in the applicable SOW. If no format is specified, Service Provider shall deliver Deliverables in industry-standard formats suitable for their intended use.

3.3 Review and Acceptance. Client shall have [____] business days from receipt of any Deliverable to review and provide written notice of acceptance or rejection. Client's rejection notice must specify in reasonable detail the deficiencies or non-conformities. If Client fails to provide written notice within the review period, the Deliverable shall be deemed accepted.

3.4 Revisions. Each SOW shall specify the number of revision rounds included in the project fee. Additional revisions beyond those specified shall be subject to Service Provider's then-current hourly rates or such other rates as the Parties may agree.

3.5 Final Files. Upon final payment, Service Provider shall provide Client with final production files for all accepted Deliverables in formats suitable for reproduction and use.

ARTICLE 4: COMPENSATION AND PAYMENT TERMS

4.1 Fees. Client shall pay Service Provider the fees set forth in each applicable Statement of Work. Fees may be structured as:

☐ Fixed Project Fee: $[________________________________]
☐ Monthly Retainer: $[________________________________] per month
☐ Hourly Rate: $[________________________________] per hour
☐ Commission-Based: [________________________________]% of [________________________________]
☐ Performance-Based: [________________________________]
☐ Combination: [________________________________]

4.2 Payment Schedule. Unless otherwise specified in an SOW, fees shall be payable as follows:

☐ [________________________________]% due upon execution of SOW
☐ [________________________________]% due upon [________________________________]
☐ [________________________________]% due upon completion and acceptance
☐ Net [____] days from invoice date
☐ Other: [________________________________]

4.3 Invoicing. Service Provider shall submit invoices to Client at the address or email specified below. Each invoice shall include a description of Services performed, applicable time periods, and any supporting documentation reasonably required by Client.

Invoice Delivery Method: ☐ Email ☐ Mail ☐ Electronic Portal
Invoice Address/Email: [________________________________]

4.4 Expenses. Client shall reimburse Service Provider for the following expenses incurred in connection with the Services:

☐ Third-party media and advertising placement costs
☐ Stock photography, video, and music licensing fees
☐ Printing and production costs
☐ Travel expenses (pre-approved in writing)
☐ Software and tool subscriptions specifically for Client's project
☐ Subcontractor fees (pre-approved in writing)
☐ Other: [________________________________]

All expenses over $[________________________________] require Client's prior written approval. Service Provider shall provide receipts or other documentation for all expenses upon request.

4.5 Taxes. All fees are exclusive of applicable taxes. Client shall be responsible for all sales, use, and similar taxes arising from this Agreement, excluding taxes based on Service Provider's income.

4.6 Late Payment. Any amounts not paid when due shall bear interest at the rate of twelve percent (12%) per annum, or the maximum rate permitted by Idaho Code Section 28-22-104, whichever is less, from the due date until paid in full. In addition, if Client fails to pay any undisputed amount within [____] days after the due date, Service Provider may, upon [____] days' written notice, suspend performance of Services until all past-due amounts are paid.

4.7 Disputed Amounts. If Client disputes any portion of an invoice in good faith, Client shall pay the undisputed portion when due and provide written notice of the dispute within [____] days of receipt of the invoice. The Parties shall work in good faith to resolve any billing disputes.

ARTICLE 5: INTELLECTUAL PROPERTY OWNERSHIP

5.1 Work Product Ownership. Subject to full payment of all fees due hereunder, all Work Product created by Service Provider specifically for Client under this Agreement shall be the sole and exclusive property of Client. Service Provider hereby assigns to Client all right, title, and interest in and to such Work Product, including all Intellectual Property Rights therein.

5.2 Work Made for Hire. To the extent any Work Product constitutes a "work made for hire" under the United States Copyright Act (17 U.S.C. Section 101), such Work Product shall be deemed a work made for hire and Client shall be deemed the author thereof. To the extent any Work Product does not qualify as a work made for hire, Service Provider hereby irrevocably assigns to Client all right, title, and interest in and to such Work Product.

5.3 Pre-Existing Materials. Each Party retains all right, title, and interest in and to its Pre-Existing Materials. To the extent Service Provider incorporates any of its Pre-Existing Materials into any Deliverable, Service Provider hereby grants to Client a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license to use, reproduce, modify, display, distribute, and create derivative works of such Pre-Existing Materials solely as part of or in connection with the Deliverable.

5.4 Third-Party Materials. Service Provider shall not incorporate any third-party materials into any Deliverable without either: (a) obtaining a license for Client's use of such materials; or (b) obtaining Client's prior written approval. Service Provider shall provide Client with documentation of all third-party licenses.

5.5 Client Materials. Client retains all right, title, and interest in and to all Client Data and materials provided by Client to Service Provider. Client grants Service Provider a limited, non-exclusive license to use Client's trademarks, logos, and other materials solely to the extent necessary to perform the Services.

5.6 Portfolio Rights. Subject to Client's confidentiality requirements and prior written approval, Service Provider may include representative samples of Work Product in Service Provider's portfolio for promotional purposes.

5.7 Further Assurances. Each Party agrees to execute such documents and take such actions as may be reasonably necessary to effectuate the purposes of this Article 5.

ARTICLE 6: CONFIDENTIALITY

6.1 Confidentiality Obligations. Each Party (as "Receiving Party") agrees to: (a) hold in strict confidence all Confidential Information of the other Party (as "Disclosing Party"); (b) not disclose such Confidential Information to any third party without the Disclosing Party's prior written consent; and (c) use such Confidential Information solely for the purposes of this Agreement.

6.2 Standard of Care. The Receiving Party shall protect the Disclosing Party's Confidential Information using the same degree of care it uses to protect its own confidential information of like kind, but in no event less than reasonable care.

6.3 Permitted Disclosures. The Receiving Party may disclose Confidential Information to its employees, agents, and contractors who have a need to know such information for purposes of this Agreement, provided such persons are bound by confidentiality obligations at least as protective as those set forth herein.

6.4 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

6.5 Required Disclosure. If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, the Receiving Party shall: (a) provide prompt written notice to the Disclosing Party to the extent permitted by law; (b) cooperate with the Disclosing Party's efforts to obtain a protective order; and (c) disclose only the minimum amount of Confidential Information required.

6.6 Trade Secret Protection. Notwithstanding any other provision of this Agreement, information that constitutes a Trade Secret under the Idaho Trade Secrets Act (Idaho Code Section 48-801 et seq.) shall be protected as Confidential Information for so long as such information qualifies as a Trade Secret.

6.7 Return of Materials. Upon termination or expiration of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing.

6.8 Data Security. Service Provider shall implement and maintain reasonable administrative, technical, and physical safeguards to protect Client Data and Confidential Information against unauthorized access, use, or disclosure, consistent with Idaho data security and breach notification requirements under Idaho Code Section 28-51-104 et seq.

6.9 Breach Notification. In the event of any actual or suspected unauthorized access to or disclosure of Client's Confidential Information, Service Provider shall notify Client within forty-eight (48) hours and cooperate with Client's investigation and remediation efforts.

ARTICLE 7: REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations and Warranties. Each Party represents and warrants to the other that:

(a) It is duly organized, validly existing, and in good standing under the laws of its state of formation;

(b) It has full power and authority to enter into this Agreement and perform its obligations hereunder;

(c) The execution and performance of this Agreement does not violate any other agreement to which it is a party;

(d) This Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms.

7.2 Service Provider Representations and Warranties. Service Provider represents and warrants that:

(a) The Services will be performed in a professional and workmanlike manner consistent with industry standards;

(b) Service Provider has the necessary skills, experience, licenses, and permits to perform the Services;

(c) All Deliverables will conform to the specifications set forth in the applicable SOW;

(d) The Work Product will be original and will not infringe upon or misappropriate any third party's Intellectual Property Rights;

(e) Service Provider has the right to grant the licenses and assignments set forth in this Agreement;

(f) All Advertising Materials will comply with Applicable Law, including truth-in-advertising requirements;

(g) Service Provider will not engage in any deceptive or unfair trade practices prohibited by the Idaho Consumer Protection Act (Idaho Code Section 48-601 et seq.).

7.3 Client Representations and Warranties. Client represents and warrants that:

(a) Client has the right to provide all Client Data and materials to Service Provider;

(b) Client's use of the Services and Deliverables as contemplated herein will not violate any Applicable Law;

(c) All information provided by Client to Service Provider for inclusion in Advertising Materials is accurate and does not infringe any third party's rights.

7.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL RESULT IN ANY PARTICULAR LEVEL OF SALES, REVENUE, OR BUSINESS RESULTS.

ARTICLE 8: INDEMNIFICATION

8.1 Service Provider Indemnification. Service Provider shall indemnify, defend, and hold harmless Client and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) Service Provider's breach of any representation, warranty, or obligation under this Agreement;

(b) Any claim that the Work Product infringes or misappropriates any third party's Intellectual Property Rights;

(c) Service Provider's gross negligence or willful misconduct in performing the Services;

(d) Service Provider's violation of any Applicable Law.

8.2 Client Indemnification. Client shall indemnify, defend, and hold harmless Service Provider and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(a) Client's breach of any representation, warranty, or obligation under this Agreement;

(b) Client's use of Deliverables in a manner not authorized by this Agreement;

(c) Any claim arising from Client Data or materials provided by Client that infringes any third party's rights;

(d) Client's violation of any Applicable Law.

8.3 Indemnification Procedures. The indemnified Party shall: (a) promptly notify the indemnifying Party of any claim; (b) allow the indemnifying Party to control the defense and settlement of such claim; and (c) provide reasonable cooperation at the indemnifying Party's expense. The indemnified Party may participate in the defense at its own expense. The indemnifying Party shall not settle any claim that admits liability or imposes obligations on the indemnified Party without the indemnified Party's prior written consent.

ARTICLE 9: LIMITATION OF LIABILITY

9.1 Limitation on Consequential Damages. EXCEPT FOR BREACHES OF ARTICLE 6 (CONFIDENTIALITY), INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 8, OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability. EXCEPT FOR BREACHES OF ARTICLE 6 (CONFIDENTIALITY), INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 8, OR A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED:

☐ The total fees paid or payable by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim
☐ $[________________________________]
☐ Other: [________________________________]

9.3 Essential Basis. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS ARTICLE 9 ARE AN ESSENTIAL BASIS OF THE BARGAIN AND REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

ARTICLE 10: TERM AND TERMINATION

10.1 Term. This Agreement shall commence on the Effective Date and continue for a period of:

☐ [________________________________] months/years
☐ Until completion of all Statements of Work
☐ Month-to-month until terminated
☐ Other: [________________________________]

("Initial Term"), unless earlier terminated in accordance with this Article 10.

10.2 Renewal. Upon expiration of the Initial Term, this Agreement shall:

☐ Automatically renew for successive [________________________________] periods unless either Party provides written notice of non-renewal at least [____] days prior to the end of the then-current term
☐ Terminate unless the Parties execute a written renewal agreement
☐ Continue on a month-to-month basis until terminated by either Party upon [____] days' written notice

10.3 Termination for Convenience. Either Party may terminate this Agreement for convenience upon [____] days' prior written notice to the other Party.

10.4 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party:

(a) Materially breaches this Agreement and fails to cure such breach within [____] days after receiving written notice thereof;

(b) Becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors;

(c) Ceases to conduct business in the normal course.

10.5 Effect of Termination. Upon termination or expiration of this Agreement:

(a) Service Provider shall cease performing Services and delivering Deliverables;

(b) Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination;

(c) For termination for convenience by Client, Client shall pay any non-cancelable costs committed by Service Provider on Client's behalf;

(d) Service Provider shall deliver to Client all completed and in-progress Work Product;

(e) Each Party shall return or destroy the other Party's Confidential Information;

(f) All licenses granted herein shall terminate except as expressly provided to survive.

10.6 Survival. The following provisions shall survive termination or expiration of this Agreement: Article 1 (Definitions), Article 5 (Intellectual Property Ownership), Article 6 (Confidentiality), Article 7.4 (Disclaimer), Article 8 (Indemnification), Article 9 (Limitation of Liability), Article 11 (Governing Law and Dispute Resolution), and any other provisions that by their nature should survive.

ARTICLE 11: GOVERNING LAW AND DISPUTE RESOLUTION

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to its conflict of laws principles.

11.2 Forum Selection. Subject to the arbitration provisions below, any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [________________________________] County, Idaho, and each Party hereby consents to the personal jurisdiction of such courts. This forum selection clause is enforceable pursuant to Idaho Code Section 29-110.

11.3 Dispute Resolution. Prior to initiating any legal action, the Parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations. If the dispute is not resolved within [____] days, the Parties shall:

☐ Proceed to binding arbitration as set forth in Section 11.4
☐ Proceed to mediation, and if unsuccessful, litigation
☐ Proceed directly to litigation

11.4 Arbitration (if selected above). Any dispute not resolved through negotiation shall be resolved by binding arbitration administered by [________________________________] in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in [________________________________], Idaho, before a single arbitrator. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. This arbitration provision is enforceable pursuant to Idaho Code Section 29-110.

11.5 Attorneys' Fees. In any action or proceeding arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party, in accordance with Idaho Code Section 12-120(3). For purposes of recovering attorneys' fees, the Parties acknowledge that this Agreement constitutes a commercial transaction.

11.6 Injunctive Relief. Notwithstanding any other provision of this Agreement, either Party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration or other dispute resolution proceedings.

ARTICLE 12: GENERAL PROVISIONS

12.1 Independent Contractor. Service Provider is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Service Provider shall be solely responsible for all taxes, insurance, and benefits for itself and its personnel.

12.2 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets. Any purported assignment in violation of this Section shall be void.

12.3 Subcontracting. Service Provider may engage subcontractors to perform portions of the Services, provided that Service Provider shall remain responsible for the performance of all Services and shall ensure that all subcontractors are bound by confidentiality and intellectual property obligations at least as protective as those set forth herein.

12.4 Notices. All notices under this Agreement shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) one (1) business day after deposit with a nationally recognized overnight courier; or (d) three (3) business days after deposit in the U.S. mail, first class, postage prepaid, certified, return receipt requested. Notices shall be sent to the addresses set forth above or such other address as a Party may designate in writing.

12.5 Force Majeure. Neither Party shall be liable for any delay or failure to perform its obligations (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, or failures of telecommunications or infrastructure.

12.6 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. No failure or delay in exercising any right shall constitute a waiver of such right.

12.7 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.

12.8 Entire Agreement. This Agreement, together with all Statements of Work and exhibits attached hereto, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings.

12.9 Amendment. This Agreement may not be amended except by a written instrument signed by both Parties.

12.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

12.11 Electronic Signatures. This Agreement may be executed by electronic signature, which shall be deemed an original signature for all purposes, in accordance with the Idaho Uniform Electronic Transactions Act (Idaho Code Title 28, Chapter 50).

12.12 Headings. The headings in this Agreement are for convenience only and shall not affect its interpretation.

12.13 Construction. This Agreement shall be construed without regard to any presumption against the Party that drafted it.

12.14 Non-Solicitation (Optional). During the term of this Agreement and for a period of [____] months thereafter, neither Party shall, without the prior written consent of the other Party, directly or indirectly solicit for employment any employee of the other Party who was materially involved in the performance of this Agreement.

☐ Non-solicitation provision applies
☐ Non-solicitation provision does not apply

ARTICLE 13: EXECUTION

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

CLIENT:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

SERVICE PROVIDER:

Signature: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

EXHIBIT A: STATEMENT OF WORK TEMPLATE

STATEMENT OF WORK NO. [____]

This Statement of Work ("SOW") is entered into pursuant to the Marketing Services Agreement dated [__/__/____] between [________________________________] ("Client") and [________________________________] ("Service Provider").

1. Project Description:
[________________________________]

2. Scope of Services:
[________________________________]

3. Deliverables:

4. Timeline:
Project Start Date: [__/__/____]
Project End Date: [__/__/____]

5. Fees:

☐ Fixed Fee: $[________________________________]
☐ Hourly Rate: $[________________________________] per hour (estimated [____] hours)
☐ Monthly Retainer: $[________________________________]
☐ Other: [________________________________]

6. Payment Schedule:
[________________________________]

7. Revision Rounds Included: [____]

8. Client Responsibilities:
[________________________________]

9. Assumptions and Dependencies:
[________________________________]

10. Additional Terms:
[________________________________]

AGREED AND ACCEPTED:

CLIENT:

Signature: [________________________________]
Date: [__/__/____]

SERVICE PROVIDER:

Signature: [________________________________]
Date: [__/__/____]

IDAHO JURISDICTION NOTICE: This Agreement is governed by Idaho law. Under Idaho Code Section 29-110, forum selection clauses are generally enforceable for commercial agreements. Under Idaho Code Section 12-120(3), the prevailing party in any action arising from this commercial transaction is entitled to reasonable attorneys' fees. The legal rate of interest for overdue payments, absent a written agreement specifying otherwise, is twelve percent (12%) per annum under Idaho Code Section 28-22-104.