Marketing Service Agreement (Illinois)

MARKETING SERVICE AGREEMENT

State of Illinois

THIS MARKETING SERVICE AGREEMENT (this "Agreement") is entered into as of [__/__/____] (the "Effective Date"),

BY AND BETWEEN:

CLIENT:
Name: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
Principal Address: [________________________________]
City: [________________________________] State: [____] ZIP: [________]
Phone: [________________________________]
Email: [________________________________]
("Client")

AND

SERVICE PROVIDER:
Name: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
Principal Address: [________________________________]
City: [________________________________] State: [____] ZIP: [________]
Phone: [________________________________]
Email: [________________________________]
("Service Provider")

Client and Service Provider are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client desires to engage Service Provider to perform certain marketing, advertising, digital media, and related professional services as more particularly described herein and in the attached Statement of Work;

WHEREAS, Service Provider represents that it possesses the necessary expertise, qualifications, personnel, and resources to perform the services contemplated by this Agreement;

WHEREAS, the Parties wish to set forth the terms and conditions governing Service Provider's performance of such services in accordance with the laws of the State of Illinois;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, 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 "Applicable Law" means all applicable federal, state, and local laws, statutes, ordinances, regulations, and rules, including without limitation the Illinois Consumer Fraud and Deceptive Business Practices Act (815 ILCS 505/1 et seq.), the Illinois Automatic Contract Renewal Act (815 ILCS 601/1 et seq.), the CAN-SPAM Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act (47 U.S.C. § 227), the Federal Trade Commission Act (15 U.S.C. § 45), and all FTC guidelines, rules, and enforcement guidance relating to advertising.

1.2 "Biometric Data" means biometric identifiers and biometric information as defined under the Illinois Biometric Information Privacy Act (740 ILCS 14/10).

1.3 "Confidential Information" means all non-public information disclosed by one Party to the other, including without limitation trade secrets (as defined under the Illinois Trade Secrets Act, 765 ILCS 1065/2), business plans, customer lists, pricing, financial data, marketing strategies, proprietary methodologies, and technical information.

1.4 "Content" means all written, visual, audio, and multimedia materials created by Service Provider under this Agreement, including but not limited to advertisements, social media posts, blog articles, email campaigns, graphics, videos, photographs, and website copy.

1.5 "Deliverables" means the specific work product, Content, reports, and other materials that Service Provider is obligated to provide under the Statement of Work attached as Exhibit A.

1.6 "Effective Date" means the date first written above.

1.7 "Intellectual Property" or "IP" means all patents, copyrights, trademarks, service marks, trade dress, trade names, trade secrets, know-how, inventions, designs, and all other proprietary rights recognized under applicable law.

1.8 "Key Performance Indicators" or "KPIs" means the measurable performance metrics set forth in Section 3.3 and Exhibit A.

1.9 "Personal Information" has the meaning ascribed to it under the Illinois Personal Information Protection Act (815 ILCS 530/5).

1.10 "Pre-Existing Materials" means any Intellectual Property owned by or licensed to Service Provider prior to the Effective Date or developed independently of this Agreement.

1.11 "Services" means the marketing, advertising, and related professional services to be provided by Service Provider as described in Article 3 and the Statement of Work.

1.12 "Statement of Work" or "SOW" means the document attached as Exhibit A describing the specific Services, Deliverables, timelines, and KPIs for each engagement, as may be amended by written agreement of the Parties.

1.13 "Term" has the meaning set forth in Article 13.

1.14 "Trade Secret" has the meaning ascribed to it under the Illinois Trade Secrets Act (765 ILCS 1065/2) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.).

ARTICLE 2 — ENGAGEMENT AND RELATIONSHIP

2.1 Engagement. Client hereby engages Service Provider, and Service Provider hereby accepts such engagement, to perform the Services described in this Agreement and the applicable SOW.

2.2 Independent Contractor. Service Provider is an independent contractor and is not an employee, agent, partner, or joint venturer of Client. Service Provider shall be solely responsible for all taxes, withholdings, and other statutory obligations, including workers' compensation insurance and unemployment insurance. Nothing in this Agreement shall create an employment relationship under Illinois law.

2.3 Subcontractors. Service Provider may engage subcontractors only with prior written consent of Client. Service Provider shall remain fully responsible for all work performed by subcontractors and shall ensure each subcontractor is bound by confidentiality and IP assignment obligations no less restrictive than those contained herein.

ARTICLE 3 — SCOPE OF SERVICES

3.1 Marketing Services. Service Provider shall provide the following categories of services as selected below and further defined in the SOW:

☐ Search Engine Optimization (SEO) — keyword research, on-page optimization, technical SEO audits, link building, local SEO
☐ Search Engine Marketing (SEM) — paid search campaigns, Google Ads management, Bing Ads, display advertising, remarketing
☐ Social Media Marketing — strategy development, content creation, community management, paid social advertising, influencer coordination
☐ Content Marketing — blog writing, whitepapers, case studies, infographics, video content, content strategy and editorial calendar
☐ Email Marketing — list management, campaign design, automation workflows, A/B testing, deliverability optimization, CAN-SPAM compliance
☐ Public Relations — media outreach, press releases, crisis communications, media monitoring, spokesperson preparation, event PR
☐ Branding and Creative Services — brand strategy, visual identity, logo design, brand guidelines, collateral design, packaging design
☐ Website Design and Development — website design, landing page creation, UX/UI optimization, CMS management, conversion rate optimization
☐ Analytics and Reporting — data tracking setup, performance dashboards, monthly/quarterly reporting, ROI analysis
☐ Other: [________________________________]

3.2 Service Standards. Service Provider shall perform all Services in a professional, workmanlike manner consistent with industry standards and best practices. Service Provider shall assign qualified personnel with appropriate experience and expertise to perform the Services.

3.3 Key Performance Indicators (KPIs). The Parties shall establish measurable KPIs for each SOW, which may include:

3.4 Reporting. Service Provider shall deliver performance reports to Client on a:

☐ Weekly basis
☐ Bi-weekly basis
☐ Monthly basis
☐ Quarterly basis

Reports shall include KPI metrics, campaign performance summaries, budget utilization, and strategic recommendations.

3.5 Personnel. Service Provider shall designate [________________________________] as the primary account manager. Service Provider shall not reassign key personnel without [____] days' prior written notice to Client and Client's reasonable approval.

ARTICLE 4 — FEES AND COMPENSATION

4.1 Fee Structure. Client shall pay Service Provider in accordance with the following selected fee arrangement(s):

☐ Monthly Retainer: $[________________________________] per month for the Services described in the SOW
☐ Project-Based Fee: A fixed fee of $[________________________________] for completion of the project described in the SOW
☐ Hourly Rate: $[________________________________] per hour, with a monthly cap of $[________________________________]
☐ Performance-Based Fee: Base fee of $[________________________________] plus performance bonus calculated as follows: [________________________________]
☐ Commission/Revenue Share: [________________________________]% of [________________________________]
☐ Hybrid Model: [________________________________]

4.2 Rate Card. Service Provider's hourly rates for various personnel and service categories are set forth in the Rate Card attached as Exhibit B.

4.3 Expenses. Client shall reimburse Service Provider for reasonable, pre-approved out-of-pocket expenses. Expenses exceeding $[________________________________] individually or $[________________________________] in aggregate per month require prior written approval. Service Provider shall provide receipts and documentation for all reimbursable expenses.

4.4 Media Spend. Media buying budgets and advertising spend shall be:

☐ Managed by Service Provider from a separate client-funded account
☐ Paid directly by Client
☐ Advanced by Service Provider and invoiced to Client at cost plus [____]% agency markup

ARTICLE 5 — PAYMENT TERMS

5.1 Invoicing. Service Provider shall submit invoices to Client on a [________________________________] basis. Each invoice shall itemize the Services performed, hours expended (if applicable), expenses incurred, and media spend.

5.2 Payment Due Date. Client shall pay undisputed invoices within [____] days of receipt. All payments shall be made in United States dollars by [________________________________] (method).

5.3 Late Payments. Overdue amounts shall accrue interest at the lesser of (a) [____]% per month, or (b) the maximum rate permitted under Illinois law (5% per annum pursuant to 815 ILCS 205/4), unless a different rate is expressly agreed in writing.

5.4 Disputed Invoices. Client shall notify Service Provider in writing of any invoice dispute within [____] days of receipt. The Parties shall negotiate in good faith to resolve the dispute. Undisputed portions of any invoice shall be paid when due.

5.5 Taxes. Fees are exclusive of all applicable taxes. Client shall be responsible for all sales, use, and similar taxes imposed on the Services, except for taxes based on Service Provider's income.

ARTICLE 6 — CLIENT OBLIGATIONS

6.1 Cooperation. Client shall cooperate with Service Provider and provide timely access to information, materials, systems, and personnel reasonably necessary for Service Provider to perform the Services.

6.2 Approvals. Client shall review and approve or provide feedback on all Deliverables within [____] business days of submission. If Client fails to respond within such period, the Deliverable shall be deemed approved.

6.3 Access. Client shall provide Service Provider with reasonable access to:

☐ Client's website, CMS, and analytics platforms
☐ Client's social media accounts (with appropriate permissions)
☐ Client's CRM and email marketing platforms
☐ Client's advertising accounts (Google Ads, Meta Business Suite, etc.)
☐ Client's brand guidelines, style guides, and approved messaging
☐ Client's product/service information, pricing, and competitive intelligence

6.4 Materials. Client shall provide Service Provider with all necessary logos, images, copy, brand assets, product information, and other materials required for the Services. Client represents and warrants that it has all necessary rights to provide such materials.

6.5 Legal Compliance. Client shall ensure that the products, services, and claims it directs Service Provider to promote comply with all Applicable Laws, including Illinois consumer protection statutes and FTC regulations.

ARTICLE 7 — CONTENT OWNERSHIP AND INTELLECTUAL PROPERTY

7.1 Work Product. Unless otherwise specified in the SOW, all Content and Deliverables created by Service Provider specifically for Client under this Agreement ("Work Product") shall be the exclusive property of Client upon full payment of all fees and expenses associated with such Work Product.

7.2 Assignment. Service Provider hereby assigns to Client all right, title, and interest in and to the Work Product, including all copyrights, trademarks, and other Intellectual Property rights therein. Service Provider shall execute all documents reasonably necessary to effectuate such assignment.

7.3 Pre-Existing Materials. Service Provider retains all right, title, and interest in Pre-Existing Materials. To the extent any Pre-Existing Materials are incorporated into the Work Product, Service Provider hereby grants Client a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, modify, display, and distribute such Pre-Existing Materials solely as embedded in the Work Product.

7.4 Client Materials. Client retains all right, title, and interest in its pre-existing Intellectual Property, trademarks, brand assets, and materials provided to Service Provider. Service Provider shall use Client's Intellectual Property solely for performing the Services and shall cease all use upon termination.

7.5 Portfolio Rights. Service Provider may include general descriptions and non-confidential samples of the Work Product in its portfolio and marketing materials, provided that Service Provider obtains Client's prior written consent and does not disclose Confidential Information.

ARTICLE 8 — CONFIDENTIALITY

8.1 Obligations. Each Party shall maintain the confidentiality of the other Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Neither Party shall disclose Confidential Information to any third party without the disclosing Party's prior written consent.

8.2 Permitted Disclosures. A receiving Party may disclose Confidential Information to its employees, agents, and subcontractors who have a need to know and are bound by confidentiality obligations at least as restrictive as those herein.

8.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was known to the receiving Party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is received from a third party without breach of any confidentiality obligation.

8.4 Required Disclosures. A receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the receiving Party gives the disclosing Party prompt written notice (to the extent legally permissible) and cooperates in seeking a protective order.

8.5 Trade Secrets. The Parties acknowledge that certain Confidential Information may constitute Trade Secrets under the Illinois Trade Secrets Act (765 ILCS 1065/1 et seq.) and the federal Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.). Trade Secret protections shall continue for as long as such information qualifies as a Trade Secret under Applicable Law, irrespective of the termination or expiration of this Agreement.

8.6 Data Security and Privacy. Service Provider shall implement and maintain reasonable administrative, technical, and physical safeguards to protect Client's Confidential Information and Personal Information, consistent with the Illinois Personal Information Protection Act (815 ILCS 530/1 et seq.). In the event of a breach of security involving Personal Information, Service Provider shall notify Client within [____] hours of discovery and shall comply with all breach notification requirements under Illinois law.

8.7 Biometric Data. If any Services involve the collection, use, or storage of Biometric Data, Service Provider shall comply with all requirements of the Illinois Biometric Information Privacy Act (740 ILCS 14/1 et seq.), including obtaining informed written consent, establishing a retention and destruction schedule, and refraining from selling or profiting from Biometric Data.

8.8 Return of Materials. Upon termination or expiration of this Agreement, each Party shall promptly return or destroy all Confidential Information of the other Party, except as required to be retained by Applicable Law.

ARTICLE 9 — NON-SOLICITATION

9.1 Non-Solicitation of Employees. During the Term and for a period of [____] months following termination or expiration, neither Party shall, directly or indirectly, solicit, recruit, or hire any employee or contractor of the other Party who was involved in the performance of Services under this Agreement, without the prior written consent of the other Party.

9.2 Illinois Freedom to Work Act Compliance. The Parties acknowledge the requirements of the Illinois Freedom to Work Act (820 ILCS 90/1 et seq.), which restricts non-compete and non-solicitation agreements for employees earning below specified thresholds. Any restrictive covenant provisions in this Agreement shall be interpreted and enforced in compliance with the Freedom to Work Act, including:
(a) Non-compete covenants shall not be imposed on employees earning $75,000 or less per year (as adjusted);
(b) Non-solicitation covenants shall not be imposed on employees earning $45,000 or less per year (as adjusted);
(c) The employer must advise the employee to consult with an attorney before signing; and
(d) A minimum 14-day consideration period must be provided.

9.3 Exceptions. The foregoing restriction shall not apply to (a) general solicitations of employment not specifically directed at the other Party's personnel, or (b) any individual who has been separated from the other Party's employment for at least [____] months.

9.4 Liquidated Damages. In the event of a breach of this Article 9, the breaching Party shall pay the non-breaching Party liquidated damages equal to [________________________________], which the Parties agree is a reasonable estimate of the damages that would result from such breach and not a penalty.

ARTICLE 10 — REPRESENTATIONS AND WARRANTIES

10.1 Mutual Representations. Each Party represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) the execution and performance of this Agreement does not violate any other agreement to which it is a party; and (c) it shall comply with all Applicable Laws in performing its obligations hereunder.

10.2 Service Provider Representations. Service Provider further represents and warrants that:
(a) The Services shall be performed in a professional manner consistent with applicable industry standards;
(b) The Work Product shall be original and shall not infringe upon the Intellectual Property rights of any third party;
(c) Service Provider has all necessary licenses, permits, and qualifications required to perform the Services;
(d) All advertising and marketing materials created under this Agreement shall comply with Applicable Laws, including the Illinois Consumer Fraud and Deceptive Business Practices Act (815 ILCS 505/1 et seq.), FTC guidelines, and the Lanham Act (15 U.S.C. § 1125(a)); and
(e) Service Provider shall not engage in unfair or deceptive advertising practices as prohibited by 815 ILCS 505/2.

10.3 Client Representations. Client represents and warrants that: (a) all information, materials, and claims provided to Service Provider are accurate, truthful, and substantiated; and (b) Client has all necessary rights in the materials provided to Service Provider for use in the Services.

10.4 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 GUARANTEE SPECIFIC MARKETING RESULTS, RANKINGS, OR RETURN ON INVESTMENT.

ARTICLE 11 — INDEMNIFICATION

11.1 Service Provider Indemnification. Service Provider shall defend, indemnify, and hold harmless Client and its officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Service Provider's breach of this Agreement; (b) Service Provider's negligence or willful misconduct; (c) infringement of any third-party Intellectual Property rights by the Work Product (excluding materials provided by Client); or (d) Service Provider's violation of Applicable Laws.

11.2 Client Indemnification. Client shall defend, indemnify, and hold harmless Service Provider and its officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client's breach of this Agreement; (b) Client's negligence or willful misconduct; (c) claims arising from Client-provided materials, products, or services; or (d) Client's violation of Applicable Laws.

11.3 Indemnification Procedures. The indemnified Party shall: (a) provide prompt written notice of any claim; (b) grant the indemnifying Party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying Party's expense. The indemnified Party may participate in the defense at its own expense.

ARTICLE 12 — LIMITATION OF LIABILITY

12.1 Cap on Liability. EXCEPT FOR BREACHES OF ARTICLE 8 (CONFIDENTIALITY), INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 11, OR WILLFUL MISCONDUCT, NEITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE GREATER OF (A) $[________________________________], OR (B) THE TOTAL FEES PAID OR PAYABLE BY CLIENT IN THE [____]-MONTH PERIOD PRECEDING THE CLAIM.

12.2 Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Essential Basis. The limitations set forth in this Article 12 are an essential element of the consideration under this Agreement and shall apply regardless of whether any limited remedy fails of its essential purpose.

ARTICLE 13 — TERM AND TERMINATION

13.1 Initial Term. This Agreement shall commence on the Effective Date and continue for a period of [________________________________] (the "Initial Term"), unless terminated earlier in accordance with this Article.

13.2 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 expiration of the then-current term
☐ Expire at the end of the Initial Term unless the Parties agree in writing to renew
☐ Convert to a month-to-month arrangement terminable by either Party upon [____] days' written notice

13.3 Automatic Renewal Disclosure (Illinois Requirement). Pursuant to the Illinois Automatic Contract Renewal Act (815 ILCS 601/1 et seq.), if this Agreement contains an automatic renewal provision, Service Provider shall provide Client with clear and conspicuous written notice of the automatic renewal terms, including: (a) that the Agreement will automatically renew unless canceled; (b) the deadline for cancellation; (c) the method and contact information for cancellation; and (d) the length and terms of any renewal period. Such notice shall be provided not less than [____] days prior to the renewal date.

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

13.5 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if: (a) the other Party commits a material breach and fails to cure such breach within [____] days after receipt of written notice specifying the breach; (b) the other Party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or (c) the other Party engages in illegal or unethical conduct that materially affects the terminating Party's business or reputation.

13.6 Effect of Termination. Upon termination or expiration of this Agreement: (a) Service Provider shall cease performing Services and deliver all completed and in-progress Work Product to Client; (b) Client shall pay Service Provider for all Services performed and expenses incurred through the effective date of termination; (c) each Party shall return or destroy the other Party's Confidential Information; and (d) all licenses granted to Service Provider to use Client's Intellectual Property shall terminate.

13.7 Survival. Articles 7, 8, 9, 10, 11, 12, and 15 shall survive termination or expiration of this Agreement.

ARTICLE 14 — TRANSITION ASSISTANCE

14.1 Transition Period. Upon termination or expiration, Service Provider shall provide reasonable transition assistance for a period of [____] days at Service Provider's then-current hourly rates, unless the termination is due to Service Provider's breach, in which case transition assistance shall be provided at no additional charge.

14.2 Transition Obligations. During the transition period, Service Provider shall:
(a) Transfer all account credentials, access rights, and administrative controls to Client or Client's designee;
(b) Provide all campaign data, analytics, and performance reports;
(c) Transfer ownership of all advertising accounts (Google Ads, Meta, etc.) created in Client's name;
(d) Deliver all Work Product, files, and assets in editable formats;
(e) Provide reasonable cooperation with Client's new service provider; and
(f) Ensure continuity of ongoing campaigns during the transition.

ARTICLE 15 — GOVERNING LAW AND DISPUTE RESOLUTION

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

15.2 Forum Selection. Any litigation arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Cook County, Illinois. Each Party hereby consents to the personal jurisdiction of such courts and waives any objection to venue therein.

15.3 Dispute Resolution. Prior to initiating litigation, the Parties shall attempt to resolve any dispute through:

☐ Mediation: The Parties shall first submit the dispute to non-binding mediation administered by [________________________________] in Chicago, Illinois. Each Party shall bear its own mediation costs.
☐ Arbitration: Any dispute not resolved by mediation shall be submitted to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, conducted in Chicago, Illinois. The arbitrator's decision shall be final and binding. Judgment on the award may be entered in any court of competent jurisdiction.

15.4 Attorneys' Fees. In any legal action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs. Pursuant to the Consumer Contract Reciprocal Attorneys Fees Act (815 ILCS 604/1 et seq.), where applicable, attorney fee provisions shall be construed reciprocally.

15.5 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

ARTICLE 16 — GENERAL PROVISIONS

16.1 Entire Agreement. This Agreement, together with all Exhibits, Schedules, and SOWs, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements relating to the subject matter hereof.

16.2 Amendments. This Agreement may be amended only by a written instrument signed by both Parties.

16.3 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. Failure to enforce any provision shall not constitute a waiver of future enforcement.

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

16.5 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of substantially all of its assets. Any attempted assignment in violation of this provision shall be void.

16.6 Notices. All notices under this Agreement shall be in writing and delivered by: (a) personal delivery; (b) nationally recognized overnight courier; (c) registered or certified mail, return receipt requested; or (d) email (with confirmation of receipt), to the addresses set forth above or such other address as a Party may designate in writing.

16.7 Force Majeure. Neither Party shall be liable for any delay or failure to perform caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, government action, labor disputes, or internet/power outages, provided the affected Party gives prompt written notice and uses reasonable efforts to mitigate the impact.

16.8 Insurance. Service Provider shall maintain during the Term: (a) commercial general liability insurance with limits of not less than $[________________________________]; (b) professional liability (errors and omissions) insurance with limits of not less than $[________________________________]; and (c) cyber liability insurance with limits of not less than $[________________________________]. Service Provider shall provide certificates of insurance upon request.

16.9 Electronic Signatures. The Parties agree that this Agreement may be executed by electronic signature, which shall be valid and binding pursuant to the Illinois Electronic Commerce Security Act (5 ILCS 175/1 et seq.).

16.10 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.

16.11 Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.

SIGNATURES

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

CLIENT:

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

SERVICE PROVIDER:

Signature: _______________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

EXHIBIT A — STATEMENT OF WORK (SOW)

SOW Number: [________________________________]
SOW Effective Date: [__/__/____]
SOW Expiration Date: [__/__/____]

A.1 Project Description

[________________________________]

A.2 Services to Be Performed

A.3 Timeline and Milestones

A.4 Reporting Schedule

☐ Weekly status calls on [________________________________]
☐ Monthly written reports due by the [____] of each month
☐ Quarterly business reviews
☐ Ad hoc reporting as reasonably requested

A.5 Client-Provided Materials

A.6 Assumptions and Dependencies

[________________________________]

A.7 SOW Acceptance

CLIENT: Signature: ___________________________ Date: [__/__/____]

SERVICE PROVIDER: Signature: ___________________________ Date: [__/__/____]

EXHIBIT B — RATE CARD

Effective Date: [__/__/____]

Rate Adjustments: Rates may be adjusted annually upon [____] days' written notice, with increases not to exceed [____]% per year.

Rush/After-Hours Work: Services requested on an expedited basis or performed outside normal business hours may be billed at [____]% above the standard rate.

PRACTICE NOTES — ILLINOIS-SPECIFIC CONSIDERATIONS

1. Interest Rate. Illinois's statutory interest rate is 5% per annum (815 ILCS 205/4). Parties may contractually agree to a different rate, subject to Illinois usury limitations.

2. Consumer Fraud Act. The Illinois Consumer Fraud and Deceptive Business Practices Act (815 ILCS 505/1 et seq.) prohibits unfair or deceptive acts or practices in the conduct of trade or commerce, including deceptive advertising and marketing. Violations may result in actual damages, punitive damages, and attorneys' fees.

3. Automatic Renewal. The Illinois Automatic Contract Renewal Act (815 ILCS 601/1 et seq.) requires clear and conspicuous disclosure of automatic renewal terms and provides consumers a right to cancel. Non-compliance may render renewal provisions void.

4. Non-Compete Restrictions. The Illinois Freedom to Work Act (820 ILCS 90/1 et seq.) restricts non-compete agreements for employees earning $75,000 or less and non-solicitation agreements for employees earning $45,000 or less (thresholds adjusted periodically). Employers must provide 14 days for the employee to review and advise consulting an attorney.

5. Biometric Privacy. The Illinois Biometric Information Privacy Act (740 ILCS 14/1 et seq.) is one of the most stringent biometric privacy laws in the nation, providing a private right of action for violations. If marketing services involve facial recognition, fingerprint scanning, or other biometric data collection, strict compliance is required.

6. Data Breach Notification. Illinois law (815 ILCS 530/1 et seq.) requires notice to affected individuals in the most expedient time possible and without unreasonable delay when personal information is compromised.

7. Electronic Signatures. The Illinois Electronic Commerce Security Act (5 ILCS 175/1 et seq.) provides legal recognition for electronic signatures and records.

8. Reciprocal Attorney Fees. The Consumer Contract Reciprocal Attorneys Fees Act (815 ILCS 604/1 et seq.) ensures that if a consumer contract provides for attorney fees to one party, the provision shall be construed as reciprocal.

9. Advertising Compliance. All marketing materials must comply with FTC guidelines (16 CFR Parts 238, 255), the Lanham Act (15 U.S.C. § 1125(a)), the CAN-SPAM Act (15 U.S.C. § 7701 et seq.), and the TCPA (47 U.S.C. § 227), in addition to Illinois-specific requirements.

This template is provided for informational purposes only and does not constitute legal advice. Users must consult a qualified attorney licensed in Illinois before executing this document.