Marketing & Advertising Services Agreement (Mississippi)

MARKETING & ADVERTISING SERVICES AGREEMENT

(Mississippi 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 marketing, advertising, and related creative services.

B. Service Provider possesses the skills and experience to perform such services in compliance with Mississippi and federal law.

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

2. DEFINITIONS

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

"Affiliate" - Entity controlling, controlled by, or under common control with a Party (50%+ ownership).

"Applicable Law" - All federal, state, and local laws applicable to the Services, including: Mississippi Consumer Protection Act (Miss. Code Ann. § 75-24-1 et seq.); Mississippi Uniform Trade Secrets Act (Miss. Code Ann. § 75-26-1 et seq.); Mississippi Telephone Solicitation Act (Miss. Code Ann. § 77-3-701 et seq.); 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.); TCPA (47 U.S.C. § 227).

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

"Campaign" - A marketing or advertising initiative per a SOW.

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

"Confidential Information" - Per Section 11.1.

"Deliverables" - Work product, creative materials, copy, graphics, designs, media plans, reports, analytics, and other items per a SOW.

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

"Personal Information" - As defined under Miss. Code Ann. § 75-24-29: an individual's first name or initial and last name in combination with specified data elements (Social Security number, driver's license number, financial account information).

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

"Statement of Work" / "SOW" - Document per Exhibit A, executed by both Parties.

"Third-Party Materials" - Content, tools, or materials owned by third parties.

"Trade Secret" - Per Miss. Code Ann. § 75-26-3: information deriving independent economic value from not being generally known and subject to reasonable secrecy efforts.

3. SCOPE OF SERVICES

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

3.2 Statements of Work. Each SOW becomes part of this Agreement when signed. SOW controls in conflicts for its engagement.

3.3 Categories of Services.

☐ Brand strategy and development
☐ Creative design (print, digital, multimedia)
☐ Website design, development, and maintenance
☐ SEO and SEM
☐ PPC advertising management
☐ Social media marketing and management
☐ Email marketing (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 (TCPA and Mississippi 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 professionally consistent with industry standards;
(b) comply with Applicable Law, including Miss. Code Ann. § 75-24-5 prohibitions on unfair or deceptive trade practices;
(c) meet Acceptance Criteria per SOW and Exhibit C;
(d) assign qualified personnel.

3.5 Subcontractors. No material subcontracting without Client's consent. Service Provider responsible for subcontractors.

3.6 Change Orders. Written change orders signed by both Parties required.

4. CREATIVE OWNERSHIP AND INTELLECTUAL PROPERTY

4.1 Background IP. Each Party retains its Background IP.

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

4.3 Assignment. Where not qualifying as works made for hire, Service Provider irrevocably assigns all rights to Client upon full payment. Service Provider shall execute documents to perfect the assignment.

4.4 License to Background IP. Perpetual, worldwide, royalty-free, non-exclusive, irrevocable license for Background IP incorporated in Deliverables.

4.5 License to Client Materials. Limited, non-exclusive, revocable license for Service Provider to use Client Materials solely during the Term.

4.6 Third-Party Materials. Service Provider identifies and secures necessary licenses for Client.

4.7 Moral Rights Waiver. Waived to maximum extent permitted.

4.8 Right of Publicity. Mississippi provides statutory protection for the right of publicity under Miss. Code Ann. § 97-3-81, which prohibits the unauthorized use of a person's name, image, or likeness for advertising or trade purposes. Service Provider shall:
(a) obtain prior written consent before using any individual's name, likeness, image, voice, or identity in Campaign materials;
(b) maintain copies of all releases and consents;
(c) ensure that consent is specific to the intended use;
(d) not exceed the scope of any consent obtained.

5. FEES AND PAYMENT

5.1 Fees. Per SOW and Exhibit B:

☐ Fixed project fee
☐ Monthly retainer
☐ Hourly rates
☐ Commission-based
☐ Performance-based
☐ Hybrid

5.2 Invoicing. Per SOW billing schedule with sufficient detail.

5.3 Payment Terms. Undisputed amounts within [____] days. Disputes within [____] days.

5.4 Expenses. Pre-approved expenses reimbursed upon documentation. Over $[____] requires prior approval.

5.5 Late Payments. Overdue undisputed amounts accrue interest at [____]% per annum, not to exceed 8% per annum, the legal rate under Miss. Code Ann. § 75-17-1. Parties may agree to higher rates by written contract not to exceed the limits set forth in Miss. Code Ann. § 75-17-1(2) (generally up to the greater of 10% or 5% above the Federal Reserve discount rate for certain commercial transactions).

5.6 Taxes. Fees exclude applicable taxes. Client pays sales and use taxes. Mississippi imposes a 7% sales tax (Miss. Code Ann. § 27-65-17) on certain goods; advertising services are generally not subject to Mississippi sales tax unless involving tangible personal property.

5.7 Media Costs. As specified in SOW. No markup without written agreement.

6. TERM AND TERMINATION

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

6.2 Renewal. Auto-renews for [________________________________] periods unless [____] days' written notice.

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

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

6.5 Effect of Termination.
(a) Client pays for performed Services;
(b) Service Provider delivers Deliverables and Client 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. Timely access to personnel, information, approvals, and Client Materials.

7.2 Timely Approvals. Within [____] business days.

7.3 Accuracy. Client Materials accurate, lawful, and non-infringing.

7.4 Designated Contact. Authorized primary contact.

7.5 Regulatory Information. Disclose applicable advertising regulations.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Warranties. (a) Duly organized and in good standing; (b) authority to execute; (c) binding obligation; (d) no violation.

8.2 Service Provider Warranties.
(a) Professional performance;
(b) Deliverables conform to Acceptance Criteria;
(c) no infringement;
(d) necessary licenses obtained;
(e) compliance with Mississippi Consumer Protection Act and FTC Endorsement Guides.

8.3 Disclaimer. EXCEPT AS SET FORTH HEREIN, NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS. NO GUARANTEE OF RESULTS.

9. ADVERTISING LAW COMPLIANCE

9.1 General Compliance. All materials shall comply with:
(a) the FTC Act (15 U.S.C. § 45);
(b) the Mississippi Consumer Protection Act (Miss. Code Ann. § 75-24-5), which prohibits "unfair methods of competition affecting commerce and unfair or deceptive trade practices in or affecting commerce";
(c) FTC Endorsement Guides (16 C.F.R. Part 255);
(d) industry-specific rules.

9.2 Truthfulness and Substantiation. All claims truthful, non-deceptive, and substantiated.

9.3 Mississippi Consumer Protection Act (Miss. Code Ann. § 75-24-5). Prohibited practices include:
(a) passing off goods or services as those of another;
(b) misrepresenting source, sponsorship, approval, or certification;
(c) representing goods or services have characteristics, uses, benefits, or quantities they do not have;
(d) representing goods as original or new when they are altered, reconditioned, or second-hand;
(e) advertising goods or services with intent not to supply reasonably expectable demand, unless the advertisement discloses quantity limitations;
(f) misrepresenting reasons for price reductions;
(g) disparaging another's goods or services by false representation;
(h) using deceptive representations of geographic origin.

9.4 Endorsements and Influencer Marketing.
(a) FTC Endorsement Guide compliance;
(b) clear disclosure of material connections;
(c) written influencer agreements;
(d) honest endorsements only.

9.5 Email Marketing (CAN-SPAM). Compliance required:
(a) accurate headers; (b) identification as advertising; (c) physical address; (d) opt-out within ten (10) business days; (e) suppression lists.

9.6 Telemarketing Compliance. If applicable:
(a) TCPA (47 U.S.C. § 227) and FCC rules;
(b) FTC Telemarketing Sales Rule;
(c) Mississippi Telephone Solicitation Act (Miss. Code Ann. § 77-3-701 et seq.), including registration with the Mississippi Attorney General (enforcement transferred from PSC to AG effective 2023 per HB 1225);
(d) federal Do-Not-Call registry (Mississippi uses the federal list per Miss. Code Ann. § 77-3-711);
(e) calling hours: 8:00 a.m. to 9:00 p.m. Central Time, Monday through Saturday; no calls on Sundays;
(f) required disclosures at the beginning of each solicitation call.

9.7 Right of Publicity in Advertising. Per Miss. Code Ann. § 97-3-81, all advertising materials using an individual's name, image, or likeness must have written authorization. Service Provider shall maintain records of all releases.

9.8 Native Advertising. Clearly labeled as advertising.

9.9 Comparative Advertising. Truthful, verifiable, and requiring Client's prior written approval.

10. DATA PROTECTION AND PRIVACY

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

10.2 Mississippi Data Breach Notification (Miss. Code Ann. § 75-24-29). Service Provider shall:
(a) notify affected individuals as soon as practicable following discovery of a breach;
(b) provide notice to the Mississippi Attorney General if breach affects more than 5,000 individuals;
(c) comply with notice content requirements, including description of the breach, type of information involved, and contact information.

10.3 Data Security. Commercially reasonable safeguards to protect Personal Information.

10.4 Marketing Data. Service Provider shall:
(a) comply with applicable data laws;
(b) maintain suppression lists;
(c) not sell or transfer consumer data without consent;
(d) honor opt-out requests.

10.5 Breach Notification to Client. Notify Client within [____] hours of discovery.

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

11. CONFIDENTIALITY

11.1 Definition. Non-public information designated or reasonably understood as confidential, including Trade Secrets, business plans, customer lists, strategies, and pricing.

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

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

11.4 Duration. Trade Secret obligations continue per Miss. Code Ann. § 75-26-3. Other obligations: [____] years.

11.5 Equitable Relief. Injunctive relief available per Mississippi Rules of Civil Procedure.

11.6 DTSA Notice. Per 18 U.S.C. § 1833(b), no liability for confidential disclosures for reporting or 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 materially involved in the Services. General advertisements are excluded.

12.2 Non-Solicitation of Clients. During the Term and for [____] months thereafter, Service Provider shall not directly solicit Client's customers discovered 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 [________________________________]. Mississippi enforces non-competes that are reasonable in scope, duration, and geography. Mississippi courts apply a reasonableness standard and may reform overbroad covenants (see Frierson v. Sheppard Bldg. Supply Co., 247 Miss. 157 (1963) and progeny).

☐ Non-Compete Not Included.

12.4 Reasonableness. The Parties agree these restrictions are reasonable and necessary to protect legitimate business interests.

13. INDEMNIFICATION

13.1 Service Provider Indemnity. Service Provider indemnifies Client from Losses arising from:
(a) breach of this Agreement;
(b) IP infringement by Deliverables;
(c) violation of Applicable Law;
(d) negligence or willful misconduct;
(e) mishandling of Personal Information;
(f) violation of right of publicity laws.

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

13.3 Procedures. Prompt notice; control of defense; 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) Section 10-11 breaches; (c) IP infringement; (d) gross negligence, willful misconduct, fraud; (e) Fee payment; (f) right of publicity violations.

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

14.4 Essential Basis. Limitations reflect fair risk allocation.

15. INDEPENDENT CONTRACTOR STATUS

15.1 Relationship. Service Provider is an independent contractor.

15.2 No Authority. Cannot bind Client.

15.3 Mississippi Classification. Mississippi uses a common-law right-to-control test (see South Central Bell Telephone Co. v. Lyons, 250 So.2d 537 (Miss. 1971)), considering: control over manner and means; provision of tools; method of payment; right to discharge; skill required; and duration of relationship. 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 Miss. Code Ann. § 71-3-1 et seq.

16. DISPUTE RESOLUTION

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

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

16.3 Forum Selection. Exclusive jurisdiction in the Circuit Court or Chancery Court of [____] County, Mississippi, and the United States District Court for the [Northern/Southern] District of Mississippi.

16.4 Arbitration. [SELECT ONE]

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

☐ Arbitration Not Elected.

16.5 Jury Trial Waiver. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES JURY TRIAL. Mississippi courts enforce jury waivers in commercial contracts between sophisticated parties.

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

16.7 Prevailing Party Fees. Prevailing Party recovers reasonable attorneys' fees. Note: Mississippi generally follows the American Rule (each party bears its own fees) unless a statute or contract provides otherwise. This contractual fee-shifting provision is enforceable.

16.8 Statute of Limitations. Written contract: six (6) years under the general statute of limitations (Miss. Code Ann. § 15-1-29). UCC claims: six (6) years (Miss. Code Ann. § 75-2-725).

17. GENERAL PROVISIONS

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

17.2 Assignment. No assignment without consent, except to Affiliate or successor.

17.3 Force Majeure. No liability for causes beyond reasonable control. Termination available after [____] days.

17.4 Severability. Invalid provisions severed; remainder continues.

17.5 Entire Agreement. This Agreement plus Exhibits and SOWs.

17.6 Amendments. Written, signed by both Parties.

17.7 Counterparts and Electronic Signatures. Valid under the Mississippi Uniform Electronic Transactions Act (Miss. Code Ann. § 75-12-1 et seq.) and federal ESIGN Act.

17.8 Insurance. Service Provider maintains:
(a) CGL: $[________________________________] per occurrence;
(b) E&O: $[________________________________];
(c) Cyber: $[________________________________];
(d) Workers' Compensation per Mississippi law.
Certificates upon request.

17.9 Publicity. No use of 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 Parties and permitted assigns only.

18. EXECUTION BLOCK

IN WITNESS WHEREOF, executed as of the Effective Date.

EXHIBIT A - STATEMENT OF WORK

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

1. Description of Services: [________________________________]

2. Deliverables:

3. Timeline: [________________________________]
4. Fees: [________________________________]
5. Client Responsibilities: [________________________________]
6. Special Terms: [________________________________]

EXHIBIT B - FEE SCHEDULE

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

EXHIBIT C - SERVICE LEVEL STANDARDS

Reporting:
☐ Weekly reports
☐ Monthly dashboard
☐ Quarterly reviews

KPIs: [________________________________]

This template is for informational purposes only. Have it reviewed by a qualified Mississippi attorney. Mississippi's statutory right of publicity, 8% interest rate, and specific telemarketing rules are notable state-specific provisions.