Marketing & Advertising Services Agreement (Missouri)

MARKETING & ADVERTISING SERVICES AGREEMENT

(Missouri Jurisdiction)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Scope of Services
4. Creative Ownership and Intellectual Property
5. Fees and Payment
6. Term and Termination
7. Client Obligations
8. Representations and Warranties
9. Advertising Law Compliance
10. Data Protection and Privacy
11. Confidentiality
12. Non-Compete / Non-Solicitation
13. Indemnification
14. Limitation of Liability
15. Independent Contractor Status
16. Dispute Resolution
17. General Provisions
18. Execution Block
    Exhibit A - Statement of Work
    Exhibit B - Fee Schedule
    Exhibit C - Service Level Standards

1. DOCUMENT HEADER

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

CLIENT:
Name: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
Principal Address: [________________________________]
("Client")

SERVICE PROVIDER:
Name: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
Principal Address: [________________________________]
("Service Provider")

(each a "Party" and collectively, the "Parties")

RECITALS

A. Client desires to engage Service Provider to perform certain marketing, advertising, and related creative services.

B. Service Provider represents that it possesses the skills, qualifications, and experience to perform such services in compliance with Missouri and federal law.

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

2. DEFINITIONS

"Acceptance Criteria" - Performance standards, specifications, and success metrics in the applicable SOW or Exhibit C.

"Affiliate" - Any entity directly or indirectly controlling, controlled by, or under common control with a Party (50% or more ownership).

"Applicable Law" - All federal, state, and local laws applicable to the Services, including: the Missouri Merchandising Practices Act (RSMo § 407.010 et seq.); Missouri Uniform Trade Secrets Act (RSMo § 417.450 et seq.); Missouri Data Breach Notification (RSMo § 407.1500); FTC Act (15 U.S.C. § 45); FTC Endorsement Guides (16 C.F.R. Part 255); CAN-SPAM Act (15 U.S.C. § 7701 et seq.); and TCPA (47 U.S.C. § 227).

"Background IP" - Intellectual property owned or developed independently of this Agreement.

"Campaign" - A defined marketing or advertising initiative described in a SOW.

"Client Materials" - All information, content, trademarks, logos, and materials provided by Client.

"Confidential Information" - Has the meaning in Section 11.1.

"Deliverables" - All work product, creative materials, copy, graphics, designs, media plans, reports, analytics, and other items to be delivered under a SOW.

"IP Rights" - All worldwide intellectual property rights, whether registered or unregistered, including patents, copyrights, trademarks, trade secrets, moral rights, and rights of publicity.

"Merchandise" - As defined under RSMo § 407.010: any objects, wares, goods, commodities, intangibles, real estate, or services.

"Personal Data" - Personal information as referenced under Missouri data breach notification law (RSMo § 407.1500).

"Services" - Marketing, advertising, consulting, digital marketing, creative, media buying, analytics, and related services per Section 3 and each SOW.

"Statement of Work" or "SOW" - A document executed by both Parties, substantially in the form of Exhibit A.

"Third-Party Materials" - Content, software, tools, stock imagery, or other materials owned by third parties.

"Trade Secret" - As defined under the Missouri Uniform Trade Secrets Act (RSMo § 417.453): information that derives independent economic value from not being generally known and is subject to reasonable secrecy efforts.

3. SCOPE OF SERVICES

3.1 Engagement. Client retains Service Provider to perform the Services per this Agreement and each SOW.

3.2 Statements of Work. Each SOW becomes part of this Agreement when signed by both Parties. In a conflict, the SOW controls for its engagement.

3.3 Categories of Services.

☐ Brand strategy and development
☐ Creative design (print, digital, multimedia)
☐ Website design, development, and maintenance
☐ Search engine optimization (SEO) and search engine marketing (SEM)
☐ Pay-per-click (PPC) advertising management
☐ Social media marketing and management
☐ Email marketing campaigns (CAN-SPAM compliant)
☐ Content marketing and copywriting
☐ Video and multimedia production
☐ Public relations and media outreach
☐ Market research and competitive analysis
☐ Influencer marketing coordination
☐ Telemarketing campaigns (TCPA and Missouri law compliant)
☐ Direct mail campaigns
☐ Media planning and buying
☐ Analytics and performance measurement
☐ Reputation management
☐ Other: [________________________________]

3.4 Performance Standards. Service Provider shall:
(a) perform Services professionally consistent with industry standards;
(b) comply with Applicable Law, including the Missouri Merchandising Practices Act (RSMo § 407.020);
(c) meet Acceptance Criteria in the SOW and Exhibit C;
(d) assign qualified personnel.

3.5 Subcontractors. No material subcontracting without Client's prior written consent. Service Provider remains responsible for subcontractor performance.

3.6 Change Orders. Changes require written change orders signed by both Parties.

4. CREATIVE OWNERSHIP AND INTELLECTUAL PROPERTY

4.1 Background IP. Each Party retains its Background IP.

4.2 Work Made for Hire. To the maximum extent under 17 U.S.C. § 101 et seq., Deliverables created for Client are "works made for hire" with rights vesting in Client.

4.3 Assignment. To the extent any Deliverable is not a work made for hire, Service Provider irrevocably assigns all right, title, and interest to Client upon full payment. Service Provider shall execute documents necessary to perfect the assignment.

4.4 License to Background IP. Service Provider grants Client a perpetual, worldwide, royalty-free, non-exclusive, irrevocable license to use Background IP as incorporated in Deliverables.

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

4.6 Third-Party Materials. Service Provider shall identify Third-Party Materials, ensure Client receives necessary licenses, and provide terms upon request.

4.7 Moral Rights Waiver. Service Provider waives moral rights in Deliverables to the maximum extent permitted by law.

4.8 Right of Publicity. Service Provider shall not use any individual's name, likeness, image, voice, or identity in Campaign materials without prior written consent. Missouri recognizes a common-law right of publicity (see Doe v. TCI Cablevision, 110 S.W.3d 363 (Mo. 2003)). Service Provider shall obtain appropriate releases.

5. FEES AND PAYMENT

5.1 Fees. Client shall pay Fees per each SOW and Exhibit B:

☐ Fixed project fee
☐ Monthly retainer
☐ Hourly rates (per Exhibit B)
☐ Commission-based
☐ Performance-based incentives
☐ Hybrid arrangement

5.2 Invoicing. Invoices per the SOW billing schedule with verification detail.

5.3 Payment Terms. Undisputed amounts due within [____] days. Disputed amounts identified within [____] days.

5.4 Expenses. Pre-approved expenses reimbursed upon documentation. Amounts exceeding $[____] require prior approval.

5.5 Late Payments. Overdue undisputed amounts accrue interest at [____]% per annum, not to exceed 9% per annum, the legal rate under RSMo § 408.020. Parties may contractually agree to higher rates subject to Missouri usury provisions. Judgments on contracts bear interest at 9% (RSMo § 408.040).

5.6 Taxes. Fees exclude applicable taxes. Client pays sales and use taxes except taxes on Service Provider's income. Missouri imposes a 4.225% state sales tax (RSMo § 144.020) plus local taxes; advertising services are generally not taxable unless they involve tangible personal property.

5.7 Media and Third-Party Costs. Paid as specified in the SOW. No markup without written agreement.

6. TERM AND TERMINATION

6.1 Initial Term. Commences on the Effective Date; continues for [________________________________].

6.2 Renewal. Automatically renews for [________________________________] periods unless [____] days' written notice of non-renewal.

6.3 Termination for Convenience. Either Party upon [____] days' written notice.

6.4 Termination for Cause. Immediate upon written notice if:
(a) material breach not cured within [____] days;
(b) insolvency or bankruptcy;
(c) repeated material failures.

6.5 Effect of Termination.
(a) Client pays for Services performed;
(b) Service Provider delivers Deliverables, Client Materials, and data;
(c) Confidential Information returned or destroyed within [____] days;
(d) Sections 2, 4, 5 (accrued), 8-14, 16, 17 survive.

6.6 Transition Assistance. Available for [____] days at then-current rates.

7. CLIENT OBLIGATIONS

7.1 Cooperation. Client shall provide timely access to personnel, information, approvals, and Client Materials.

7.2 Timely Approvals. Respond within [____] business days.

7.3 Accuracy. Client Materials are accurate, lawful, and non-infringing. Client responsible for factual claims and regulatory disclosures.

7.4 Designated Contact. Client shall appoint an authorized primary contact.

7.5 Regulatory Information. Client shall disclose applicable regulatory requirements.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Warranties. Each Party warrants: (a) duly organized and in good standing; (b) authority to execute; (c) binding obligation; (d) no violation of other agreements or law.

8.2 Service Provider Warranties. Service Provider further warrants:
(a) professional performance consistent with industry standards;
(b) Deliverables conform to Acceptance Criteria;
(c) no infringement of third-party IP Rights;
(d) necessary licenses obtained for Third-Party Materials;
(e) compliance with Missouri Merchandising Practices Act and FTC Endorsement Guides.

8.3 Disclaimer. EXCEPT AS SET FORTH HEREIN, NEITHER PARTY MAKES WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO GUARANTEE OF SPECIFIC RESULTS.

9. ADVERTISING LAW COMPLIANCE

9.1 General Compliance. All advertising materials shall comply with:
(a) the FTC Act (15 U.S.C. § 45);
(b) the Missouri Merchandising Practices Act (RSMo § 407.020), which declares unlawful "the act, use or employment by any person of any deception, fraud, false pretense, false promise, misrepresentation, unfair practice or the concealment, suppression, or omission of any material fact in connection with the sale or advertisement of any merchandise";
(c) FTC Endorsement Guides (16 C.F.R. Part 255);
(d) industry-specific regulations.

9.2 Truthfulness and Substantiation. All claims truthful, non-deceptive, and substantiated. Service Provider shall maintain documentation supporting material claims.

9.3 Missouri MMPA Standards (RSMo § 407.020). Following the 2020 MMPA reforms (Senate Bill 591), a plaintiff must show that the allegedly unfair practice would "cause a reasonable person to enter into the transaction." Service Provider shall ensure that no marketing materials would deceive a reasonable person under this standard.

9.4 Endorsements and Influencer Marketing. Service Provider shall:
(a) ensure compliance with FTC Endorsement Guides;
(b) require clear and conspicuous disclosure of material connections;
(c) obtain written influencer agreements;
(d) verify endorsements reflect honest opinions.

9.5 Email Marketing (CAN-SPAM). Compliance with 15 U.S.C. § 7701 et seq.:
(a) accurate headers and non-deceptive subject lines;
(b) identification as advertising;
(c) valid physical postal address;
(d) functioning opt-out within ten (10) business days;
(e) suppression list management.

9.6 Telemarketing Compliance. If applicable:
(a) TCPA (47 U.S.C. § 227) and FCC rules;
(b) FTC Telemarketing Sales Rule (16 C.F.R. Part 310);
(c) Missouri No-Call List requirements (RSMo § 407.1098 et seq.), including registration with the Missouri Attorney General;
(d) National Do-Not-Call registry;
(e) calling-hour restrictions.

9.7 Missouri Attorney General Advertising Regulations. Service Provider shall comply with 15 CSR 60-7, the Missouri Attorney General's advertising rules, including regulations on lowest price guarantees, going-out-of-business sales, and merchandise pricing.

9.8 Native Advertising. Sponsored content shall be clearly labeled as advertising.

9.9 Comparative Advertising. Comparative claims must be truthful and verifiable, requiring Client's prior written approval.

10. DATA PROTECTION AND PRIVACY

10.1 Data Collection. If Services involve Personal Data, Service Provider shall:
(a) collect only necessary data;
(b) use data only as authorized;
(c) maintain an accurate privacy policy;
(d) obtain required consents.

10.2 Missouri Data Breach Notification (RSMo § 407.1500). Service Provider shall:
(a) notify affected individuals without unreasonable delay following discovery of a breach of personal information;
(b) if breach affects more than 1,000 individuals, notify the Missouri Attorney General;
(c) maintain records of the breach response.

10.3 Data Security. Service Provider shall implement commercially reasonable administrative, technical, and physical safeguards.

10.4 Marketing Data. Service Provider shall:
(a) comply with applicable consumer data laws;
(b) maintain suppression lists and honor opt-outs;
(c) not sell or transfer consumer data without Client's consent;
(d) comply with online tracking and cookie disclosure requirements.

10.5 Breach Notification to Client. Notify Client within [____] hours of discovery of any breach involving Client data.

10.6 Data Return and Destruction. Return or destroy Client data within [____] days of termination; certify in writing.

11. CONFIDENTIALITY

11.1 Definition. "Confidential Information" means non-public information disclosed by Discloser to Recipient, designated or reasonably understood as confidential. Includes Trade Secrets, business plans, customer lists, marketing strategies, and pricing.

11.2 Obligations. (a) Use only for Agreement purposes; (b) protect with reasonable care; (c) limit disclosure to personnel with need-to-know bound by equivalent obligations.

11.3 Exclusions. (a) Publicly available without fault; (b) previously possessed; (c) independently developed; (d) received from third party without restriction; (e) required by law (with prompt notice).

11.4 Duration. Trade Secret obligations continue per RSMo § 417.453. Other obligations: [____] years post-termination.

11.5 Equitable Relief. Injunctive relief available without proving actual damages, consistent with Missouri Rules of Civil Procedure.

11.6 DTSA Notice. Per 18 U.S.C. § 1833(b), no liability for trade secret disclosures made in confidence for reporting or in sealed filings.

12. NON-COMPETE / NON-SOLICITATION

12.1 Non-Solicitation of Employees. During the Term and for [____] months thereafter, neither Party shall solicit, recruit, or hire employees or contractors of the other who were materially involved in the Services. General advertisements do not constitute solicitation.

12.2 Non-Solicitation of Clients. During the Term and for [____] months thereafter, Service Provider shall not directly solicit Client's customers discovered solely through the Services.

12.3 Non-Compete. [SELECT ONE]

☐ Non-Compete Included: During the Term and for [____] months thereafter, Service Provider shall not provide substantially similar services to direct competitors of Client in [________________________________]. Missouri enforces non-competes that are reasonable in scope, duration, and geography. Agreements exceeding two (2) years are generally disfavored by Missouri courts. Non-competes must protect legitimate business interests such as trade secrets, customer contacts, or specialized training.

☐ Non-Compete Not Included.

12.4 Reasonableness. Missouri courts may "blue pencil" or reform overbroad non-competes to make them enforceable (see Whelan Sec. Co. v. Kennebrew, 379 S.W.3d 835 (Mo. 2012)). The Parties agree these restrictions are reasonable.

13. INDEMNIFICATION

13.1 Service Provider Indemnity. Service Provider shall indemnify Client and its directors, officers, employees, and agents from Losses arising from:
(a) breach of this Agreement;
(b) infringement of third-party IP Rights;
(c) violation of Applicable Law, including the MMPA;
(d) negligence or willful misconduct;
(e) mishandling of Personal Data.

13.2 Client Indemnity. Client shall indemnify Service Provider from Losses arising from:
(a) breach of this Agreement;
(b) infringement by Client Materials;
(c) inaccuracy of Client-provided claims;
(d) Client's negligence or willful misconduct.

13.3 Procedures. Prompt notice; indemnifying Party controls defense; reasonable cooperation. No settlement admitting fault without consent.

14. LIMITATION OF LIABILITY

14.1 Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL LIABILITY SHALL NOT EXCEED [________________________________].

14.2 Excluded Claims. (a) Indemnification; (b) breaches of Sections 10-11; (c) IP infringement; (d) gross negligence, willful misconduct, fraud; (e) Fee payment.

14.3 Consequential Damages Waiver. NO LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED.

14.4 Essential Basis. Limitations reflect fair risk allocation and are essential to the bargain.

15. INDEPENDENT CONTRACTOR STATUS

15.1 Relationship. Service Provider is an independent contractor.

15.2 No Authority. Service Provider cannot bind Client.

15.3 Missouri Classification. Missouri uses a common-law right-to-control test for independent contractor classification, considering: degree of control; provision of tools and materials; method of payment; right to discharge; obligation to perform personally. RSMo § 285.230 provides additional factors for unemployment insurance purposes. Service Provider represents compliance.

15.4 Tax Obligations. Service Provider responsible for all taxes. Client issues Form 1099-NEC.

15.5 No Benefits. No employee benefits from Client.

15.6 Workers' Compensation. Service Provider maintains coverage per RSMo § 287.030 et seq.

16. DISPUTE RESOLUTION

16.1 Governing Law. Laws of the State of Missouri, without conflict-of-laws principles.

16.2 Informal Resolution. Good-faith negotiation for [____] days.

16.3 Forum Selection. Exclusive jurisdiction in the Circuit Court of [____] County (or City of St. Louis), Missouri, and the United States District Court for the [Eastern/Western] District of Missouri.

16.4 Arbitration. [SELECT ONE]

☐ Arbitration Elected: Binding arbitration by [AAA/JAMS] in [________________________________], Missouri.

☐ Arbitration Not Elected.

16.5 Jury Trial Waiver. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES JURY TRIAL. Missouri courts generally enforce jury waivers in commercial contracts between sophisticated parties if the waiver is knowing and voluntary.

16.6 Injunctive Relief. Either Party may seek injunctive relief to protect IP Rights, Confidential Information, or Trade Secrets.

16.7 Prevailing Party Attorneys' Fees. The prevailing Party shall recover reasonable attorneys' fees and costs.

16.8 Statute of Limitations. Written contract: ten (10) years (RSMo § 516.110). This is among the longest statutes of limitations in the United States.

17. GENERAL PROVISIONS

17.1 Notices. Written notices via personal delivery, certified mail, overnight courier, or confirmed email.

17.2 Assignment. No assignment without consent, except to Affiliate or successor in merger/acquisition with written assumption of obligations.

17.3 Force Majeure. No liability for delay due to events beyond reasonable control. Termination available if event continues [____] days.

17.4 Severability. Invalid provisions severed; remainder continues.

17.5 Entire Agreement. This Agreement plus Exhibits and SOWs; supersedes prior agreements.

17.6 Amendments. Written amendments signed by both Parties. Written waivers only.

17.7 Counterparts and Electronic Signatures. Valid under the Missouri Uniform Electronic Transactions Act (RSMo § 432.200 et seq.) and federal ESIGN Act.

17.8 Insurance. Service Provider shall maintain:
(a) CGL: $[________________________________] per occurrence;
(b) Professional Liability / E&O: $[________________________________];
(c) Cyber Liability: $[________________________________];
(d) Workers' Compensation per Missouri law.
Certificates upon request.

17.9 Publicity. No use of the other Party's name or marks without consent.

17.10 Interpretation. Headings for convenience. "Including" means "including without limitation."

17.11 No Third-Party Beneficiaries. Benefits only the Parties and permitted assigns.

18. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties execute this Agreement as of the Effective Date.

EXHIBIT A - STATEMENT OF WORK

SOW Number: [____]
Effective Date: [__/__/____]
Campaign Name: [________________________________]

1. Description of Services: [________________________________]

2. Deliverables:

3. Timeline and Milestones: [________________________________]
4. Fees and Payment Schedule: [________________________________]
5. Client Responsibilities: [________________________________]
6. Special Terms: [________________________________]

EXHIBIT B - FEE SCHEDULE

Monthly Retainer: $[________________________________]
Media Commission Rate: [____]%
Performance Bonuses: [________________________________]

EXHIBIT C - SERVICE LEVEL STANDARDS

Reporting:
☐ Weekly performance reports
☐ Monthly analytics dashboard
☐ Quarterly business reviews

KPIs: [________________________________]

This template is for informational purposes only. Have it reviewed by a qualified Missouri attorney before use. Missouri's 10-year written contract SOL and 9% interest rate are unique provisions; verify all citations.