Marketing Services Agreement (Washington)

MARKETING SERVICES AGREEMENT

STATE OF WASHINGTON

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

CLIENT:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Email: [________________________________]
Phone: [________________________________]
(hereinafter referred to as "Client")

SERVICE PROVIDER:
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________]
Email: [________________________________]
Phone: [________________________________]
Washington Business License No.: [________________________________]
(hereinafter referred to as "Provider")

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

ARTICLE I: DEFINITIONS

1.1 "Advertising Materials" means all advertisements, promotional content, marketing collateral, social media posts, email campaigns, press releases, and other marketing communications created by Provider under this Agreement.

1.2 "Brand Guidelines" means Client's written specifications for use of Client's trademarks, trade names, logos, color schemes, and other brand elements.

1.3 "Campaign" means a specific marketing initiative or project described in a Statement of Work.

1.4 "Confidential Information" means all non-public information disclosed by either Party to the other, whether oral, written, or electronic, including but not limited to business plans, customer lists, pricing information, marketing strategies, technical data, and financial information. 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 independently developed by the receiving Party without use of Confidential Information; or (d) is rightfully obtained from a third party without restriction.

1.5 "Deliverables" means all work product, materials, reports, analyses, creative content, and other tangible items to be provided by Provider under this Agreement as specified in the applicable Statement of Work.

1.6 "Intellectual Property" or "IP" means patents, copyrights, trademarks, trade secrets, and all other proprietary rights recognized under applicable law.

1.7 "Pre-Existing Materials" means any Intellectual Property owned by a Party prior to the Effective Date or developed independently of this Agreement.

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

1.9 "Statement of Work" or "SOW" means a written document executed by both Parties that describes specific Services, Deliverables, timelines, and fees for a particular Campaign or project.

1.10 "Trade Secret" has the meaning set forth in the Washington Uniform Trade Secrets Act, RCW 19.108.010, including any formula, pattern, compilation, program, device, method, technique, or process that derives independent economic value from not being generally known or readily ascertainable.

1.11 "Work Product" means all Deliverables, Advertising Materials, and other materials created by Provider in the performance of Services under this Agreement.

ARTICLE II: SCOPE OF SERVICES

2.1 General Services. Provider agrees to provide marketing services to Client as described in this Agreement and any applicable Statement of Work. Services may include, but are not limited to:

☐ Brand strategy and development
☐ Market research and analysis
☐ Digital marketing (SEO, SEM, PPC)
☐ Social media marketing and management
☐ Content creation and copywriting
☐ Email marketing campaigns
☐ Website design and development
☐ Graphic design and creative services
☐ Public relations and media outreach
☐ Video production and editing
☐ Print advertising and collateral
☐ Event marketing and promotion
☐ Analytics and performance reporting
☐ Other: [________________________________]

2.2 Statement of Work. Each Campaign or project shall be documented in a Statement of Work that includes:

(a) Description of specific Services to be performed;
(b) Deliverables and specifications;
(c) Timeline and milestones;
(d) Fees and payment schedule;
(e) Performance metrics and success criteria;
(f) Resources and personnel assigned; and
(g) Any project-specific terms.

2.3 Standard of Performance. Provider shall perform all Services in a professional, workmanlike manner consistent with industry standards and best practices for marketing services. Provider shall comply with all applicable laws, regulations, and industry codes, including the Washington Consumer Protection Act (RCW 19.86).

2.4 Personnel. Provider shall assign qualified personnel to perform Services. Provider may substitute personnel upon reasonable notice to Client, provided that replacement personnel possess substantially equivalent qualifications.

2.5 Compliance with Laws. Provider shall ensure all Services and Deliverables comply with:

(a) All applicable federal, state, and local laws and regulations;
(b) Federal Trade Commission (FTC) advertising guidelines;
(c) CAN-SPAM Act for email marketing;
(d) Washington Consumer Protection Act (RCW 19.86);
(e) Platform-specific terms of service (e.g., Google, Meta, LinkedIn); and
(f) Industry-specific regulations applicable to Client's business.

2.6 Client Cooperation. Client shall provide Provider with timely access to information, materials, approvals, and personnel reasonably necessary for Provider to perform Services.

ARTICLE III: DELIVERABLES AND ACCEPTANCE

3.1 Delivery. Provider shall deliver all Deliverables in accordance with the timeline specified in the applicable Statement of Work. Provider shall notify Client promptly of any anticipated delays.

3.2 Review Period. Client shall have [____] business days (default: ten (10) business days) from receipt of each Deliverable to review and either accept or reject such Deliverable (the "Review Period").

3.3 Acceptance Criteria. Deliverables shall be deemed acceptable if they:

(a) Substantially conform to the specifications in the applicable SOW;
(b) Comply with Client's Brand Guidelines;
(c) Meet applicable legal and regulatory requirements; and
(d) Are free from material defects or errors.

3.4 Rejection and Cure. If Client rejects a Deliverable, Client shall provide Provider with written notice specifying the deficiencies in reasonable detail. Provider shall have [____] business days (default: ten (10) business days) to cure such deficiencies and resubmit the Deliverable at no additional cost.

3.5 Deemed Acceptance. If Client fails to provide written notice of rejection within the Review Period, the Deliverable shall be deemed accepted.

3.6 Final Acceptance. Upon Client's written acceptance or deemed acceptance of all Deliverables under a Statement of Work, such Deliverables shall be considered finally accepted.

3.7 Revisions. The fees set forth in each SOW include [____] rounds of revisions per Deliverable. Additional revisions shall be charged at Provider's then-current hourly rate of $[____] per hour.

ARTICLE IV: COMPENSATION AND PAYMENT

4.1 Fees. Client agrees to pay Provider the fees set forth in each Statement of Work. Unless otherwise specified, fees shall be structured as follows:

☐ Fixed Fee: $[________________________________] for the Services described
☐ Monthly Retainer: $[________________________________] per month
☐ Hourly Rate: $[________________________________] per hour
☐ Performance-Based: [________________________________]
☐ Hybrid Model: [________________________________]

4.2 Expenses. Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with Services, including:

(a) Third-party vendor costs (printing, media buys, software licenses);
(b) Stock photography and licensed content;
(c) Travel expenses (with prior written approval); and
(d) Other expenses as specified in the applicable SOW.

Provider shall provide receipts or other documentation for expenses exceeding $[____] (default: $100).

4.3 Invoicing. Provider shall submit invoices to Client:

☐ Monthly, in arrears
☐ Upon completion of milestones
☐ Upon project completion
☐ Other: [________________________________]

Each invoice shall include a description of Services performed, hours worked (if applicable), expenses incurred, and the total amount due.

4.4 Payment Terms. Payment is due within [____] days (default: thirty (30) days) from the date of invoice. Payment shall be made by:

☐ Check
☐ Wire transfer
☐ ACH
☐ Credit card
☐ Other: [________________________________]

4.5 Late Payment. If Client fails to pay any undisputed amount when due, Provider may charge interest on the overdue amount at the rate of [____]% per annum (not to exceed twelve percent (12%) per annum pursuant to RCW 19.52.020), calculated from the due date until paid in full.

4.6 Disputed Invoices. Client shall notify Provider in writing of any disputed invoice amounts within fifteen (15) days of receipt. The Parties shall work in good faith to resolve such disputes. Undisputed amounts remain due according to the payment terms.

4.7 Taxes. Fees do not include applicable sales, use, or other taxes. Client shall be responsible for all such taxes, excluding taxes based on Provider's income.

4.8 Suspension of Services. Provider may suspend Services upon thirty (30) days' written notice if any undisputed payment remains outstanding for more than sixty (60) days.

ARTICLE V: INTELLECTUAL PROPERTY OWNERSHIP

5.1 Work Product Ownership. Subject to full payment of all fees and expenses due under this Agreement:

☐ Option A - Client Ownership: All Work Product shall be considered "work made for hire" under applicable copyright law. To the extent any Work Product does not qualify as work made for hire, Provider hereby assigns to Client all right, title, and interest in and to such Work Product, including all Intellectual Property rights therein.

☐ Option B - Provider Ownership with License: Provider shall retain ownership of all Work Product. Upon full payment, Provider grants Client an exclusive, perpetual, royalty-free license to use, reproduce, modify, and display the Work Product in connection with Client's business.

☐ Option C - Joint Ownership: The Parties shall jointly own all Work Product, with each Party having the right to use, license, and exploit such Work Product without accounting to the other Party.

5.2 Pre-Existing Materials. Each Party retains ownership of its Pre-Existing Materials. To the extent Provider incorporates any of its Pre-Existing Materials into Work Product, Provider grants Client a non-exclusive, perpetual, royalty-free license to use such Pre-Existing Materials solely as part of and in connection with the Work Product.

5.3 Third-Party Materials. Provider shall obtain all necessary licenses for third-party materials incorporated into Work Product and shall provide Client with documentation of such licenses upon request.

5.4 Client Materials. Client grants Provider a limited, non-exclusive license to use Client's trademarks, logos, Brand Guidelines, and other materials solely for the purpose of performing Services under this Agreement.

5.5 Assignment of Rights. Provider agrees to execute any documents and take any actions reasonably necessary to perfect Client's rights in Work Product, including assignments, applications for registration, and cooperation in enforcement of such rights.

5.6 Moral Rights. To the extent permitted by law, Provider waives any moral rights in Work Product and shall obtain similar waivers from its employees and subcontractors.

ARTICLE VI: CONFIDENTIALITY

6.1 Confidentiality Obligations. Each Party agrees to:

(a) Hold the other Party's Confidential Information in strict confidence;
(b) Use Confidential Information solely for purposes of this Agreement;
(c) Not disclose Confidential Information to any third party without prior written consent;
(d) Protect 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; and
(e) Limit access to Confidential Information to employees, agents, and contractors with a need to know who are bound by confidentiality obligations at least as protective as those herein.

6.2 Trade Secret Protection. The Parties acknowledge that certain Confidential Information may constitute Trade Secrets under the Washington Uniform Trade Secrets Act (RCW 19.108). Both Parties agree to take all reasonable measures to protect Trade Secrets from unauthorized disclosure or use.

6.3 Required Disclosure. A Party may disclose Confidential Information if required by law, regulation, or valid court order, provided that the disclosing Party: (a) gives the other Party prompt written notice (to the extent legally permitted); (b) cooperates with the other Party's efforts to obtain a protective order; and (c) discloses only the minimum information required.

6.4 Return of Confidential Information. Upon termination or expiration of this Agreement, or upon request by the disclosing Party, the receiving Party shall promptly return or destroy all Confidential Information and certify such return or destruction in writing.

6.5 Remedies. Each Party acknowledges that breach of this Article VI may cause irreparable harm for which monetary damages would be inadequate. Accordingly, the non-breaching Party shall be entitled to seek injunctive relief without posting bond, in addition to any other remedies available at law or in equity.

6.6 Duration. The confidentiality obligations under this Article VI shall survive termination or expiration of this Agreement for a period of [____] years (default: three (3) years), except that obligations regarding Trade Secrets shall continue for as long as such information qualifies as a Trade Secret under applicable law.

ARTICLE VII: REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each Party represents and warrants that:

(a) It has full power and authority to enter into this Agreement;
(b) This Agreement constitutes a valid and binding obligation;
(c) Execution and performance of this Agreement does not violate any other agreement or obligation; and
(d) It shall comply with all applicable laws and regulations.

7.2 Provider Representations. Provider represents and warrants that:

(a) Services shall be performed in a professional, workmanlike manner consistent with industry standards;
(b) Provider has the necessary skills, experience, and qualifications to perform Services;
(c) Work Product shall be original and shall not infringe any third party's Intellectual Property rights;
(d) Provider has obtained or will obtain all necessary licenses for third-party materials;
(e) All Deliverables shall comply with applicable advertising laws and regulations;
(f) Provider is not subject to any non-compete or other restrictive covenant that would prevent performance of Services;
(g) Provider shall maintain all required business licenses and permits in Washington State; and
(h) Provider shall not engage in any unfair or deceptive trade practices in violation of the Washington Consumer Protection Act (RCW 19.86).

7.3 Client Representations. Client represents and warrants that:

(a) Client has the right to provide materials, information, and content furnished to Provider;
(b) Use of Client-provided materials shall not infringe any third party's rights;
(c) Client has obtained necessary approvals for testimonials, endorsements, and case studies; and
(d) Information provided to Provider for marketing purposes is accurate and not misleading.

7.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT SERVICES WILL ACHIEVE ANY PARTICULAR RESULTS, INCLUDING INCREASES IN SALES, TRAFFIC, OR CUSTOMER ENGAGEMENT.

ARTICLE VIII: INDEMNIFICATION

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

(a) Provider's breach of any representation, warranty, or obligation under this Agreement;
(b) Provider's negligence or willful misconduct;
(c) Any claim that Work Product infringes a third party's Intellectual Property rights (excluding claims arising from Client-provided materials or Client's modifications);
(d) Provider's violation of applicable laws or regulations; and
(e) Any claim by Provider's employees, agents, or subcontractors.

8.2 Client Indemnification. Client shall indemnify, defend, and hold harmless Provider, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, 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 negligence or willful misconduct;
(c) Any claim arising from Client-provided materials;
(d) Client's use of Deliverables in a manner not authorized under this Agreement; and
(e) Client's products, services, or business operations.

8.3 Indemnification Procedure. 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) Cooperate reasonably with the indemnifying Party's defense.

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 non-monetary obligations on the indemnified Party without prior written consent.

ARTICLE IX: LIMITATION OF LIABILITY

9.1 Limitation of Consequential Damages. EXCEPT FOR BREACHES OF ARTICLE VI (CONFIDENTIALITY), INDEMNIFICATION OBLIGATIONS UNDER ARTICLE VIII, 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 DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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

☐ The total fees paid or payable to Provider under this Agreement during the twelve (12) months preceding the claim; OR
☐ $[________________________________]

9.3 Essential Purpose. THE LIMITATIONS SET FORTH IN THIS ARTICLE IX SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.

9.4 Acknowledgment. EACH PARTY ACKNOWLEDGES THAT THE LIMITATIONS IN THIS ARTICLE IX REFLECT A REASONABLE ALLOCATION OF RISK AND ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

ARTICLE X: TERM AND TERMINATION

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

☐ A period of [____] months/years
☐ An indefinite period until terminated as provided herein
☐ The duration of the Statement(s) of Work attached hereto

10.2 Renewal. Unless otherwise specified, this Agreement shall:

☐ Automatically renew for successive [____]-month/year periods unless either Party provides written notice of non-renewal at least [____] days prior to the end of the then-current term
☐ Terminate at the end of the initial term unless extended by written agreement

10.3 Termination for Convenience. Either Party may terminate this Agreement for any reason upon [____] days' (default: thirty (30) 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 thirty (30) days after receipt of written notice specifying the breach;
(b) Becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors;
(c) Ceases to do business in the ordinary course; or
(d) Is subject to regulatory action that materially impairs its ability to perform under this Agreement.

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

(a) Provider shall cease all Services and complete work in progress as directed by Client;
(b) Client shall pay 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 cancellation fees specified in the applicable SOW;
(d) Each Party shall return or destroy the other Party's Confidential Information;
(e) Provider shall deliver to Client all completed and in-progress Work Product for which Client has paid;
(f) All licenses granted hereunder shall continue in accordance with their terms; and
(g) Within thirty (30) days, each Party shall provide a final accounting and settlement of all amounts owed.

10.6 Survival. The following provisions shall survive termination or expiration of this Agreement: Article I (Definitions), Article V (Intellectual Property Ownership, to the extent rights have vested), Article VI (Confidentiality), Article VII (Representations and Warranties, for claims arising during the term), Article VIII (Indemnification), Article IX (Limitation of Liability), this Section 10.6, Article XI (Governing Law and Dispute Resolution), and any other provisions that by their nature should survive.

ARTICLE XI: 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 Washington, without regard to its conflict of laws principles.

11.2 Venue. 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, Washington (default: King County). Each Party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection to venue or inconvenient forum.

11.3 Dispute Resolution. Before initiating litigation, the Parties agree to attempt to resolve any dispute through the following process:

(a) Negotiation: The Parties shall first attempt to resolve any dispute through good faith negotiation between their respective representatives for a period of thirty (30) days.

(b) Mediation: If negotiation is unsuccessful, the Parties shall submit the dispute to non-binding mediation administered by a mutually agreed mediator in [________________________________], Washington (default: Seattle). The Parties shall share mediation costs equally.

(c) Arbitration (Optional):

☐ If mediation is unsuccessful, disputes shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in [________________________________], Washington. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

☐ The Parties do not agree to arbitration and may proceed to litigation.

11.4 Attorneys' Fees. In any action or proceeding to enforce this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and costs from the non-prevailing Party.

11.5 Equitable Relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending resolution of disputes.

11.6 Waiver of Jury Trial. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

ARTICLE XII: GENERAL PROVISIONS

12.1 Independent Contractor. Provider is an independent contractor and not an employee, partner, or agent of Client. Nothing in this Agreement shall create any employment, partnership, joint venture, or agency relationship. Provider shall be solely responsible for all taxes, insurance, and benefits for itself and its personnel.

12.2 Non-Solicitation of Personnel. During the term of this Agreement and for [____] months (default: twelve (12) months) thereafter, neither Party shall directly solicit for employment any employee of the other Party who was involved in the performance of this Agreement. This restriction does not apply to general advertisements or solicitations not specifically directed at such employees.

12.3 Non-Compete Acknowledgment. The Parties acknowledge that Washington law (RCW 49.62) restricts noncompetition covenants. This Agreement does not contain any noncompetition covenant. The non-solicitation provision in Section 12.2 is limited to employees and current customers as permitted under RCW 49.62.010(4).

12.4 Subcontractors. Provider may engage subcontractors to perform Services, provided that: (a) Provider remains responsible for all subcontractor work; (b) subcontractors are bound by confidentiality obligations at least as protective as those herein; and (c) Provider obtains Client's prior written consent for any subcontractor who will have access to Client's Confidential Information.

12.5 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.

12.6 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 mailing by certified mail, return receipt requested. Notices shall be sent to the addresses set forth above or to such other address as a Party may designate in writing.

12.7 Force Majeure. Neither Party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, strikes, government orders, or pandemic. The affected Party shall provide prompt notice and shall use reasonable efforts to mitigate the effects of the force majeure event.

12.8 Entire Agreement. This Agreement, including all Statements of Work and exhibits attached hereto, constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

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

12.10 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 operate as a waiver thereof.

12.11 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the Parties' original intent.

12.12 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.

12.13 Electronic Signatures. The Parties agree that this Agreement may be executed by electronic signature in accordance with the Washington Uniform Electronic Transactions Act (RCW Chapter 1.80). Electronic signatures shall have the same legal effect as original signatures.

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

12.15 Construction. This Agreement shall be construed without regard to any presumption against the Party that drafted it. The words "include," "includes," and "including" shall be deemed followed by "without limitation."

12.16 Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. Nothing herein shall confer any rights upon any third party.

12.17 Data Security. Provider shall implement and maintain reasonable security measures to protect Client's data and Confidential Information. Provider shall comply with Washington's data breach notification requirements (RCW 19.255.010 et seq.) and shall notify Client within seventy-two (72) hours of discovering any breach affecting Client's data.

12.18 Insurance. Provider shall maintain the following insurance coverage during the term of this Agreement:

☐ Commercial General Liability: $[________________________________] per occurrence
☐ Professional Liability/Errors & Omissions: $[________________________________] per occurrence
☐ Workers' Compensation: As required by Washington law
☐ Cyber Liability: $[________________________________] per occurrence

Provider shall provide certificates of insurance upon Client's request.

ARTICLE XIII: SIGNATURE BLOCKS

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. [____]

Effective Date: [__/__/____]

Project Name: [________________________________]

1. Project Description:
[________________________________]

2. Services to be Performed:
[________________________________]

3. Deliverables:

4. Timeline and Milestones:
[________________________________]

5. Fees:

6. Payment Schedule:
[________________________________]

7. Revisions Included: [____] rounds

8. Success Metrics:
[________________________________]

9. Special Terms:
[________________________________]

CLIENT:

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

PROVIDER:

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

EXHIBIT B: APPROVED PERSONNEL AND SUBCONTRACTORS

EXHIBIT C: BRAND GUIDELINES ACKNOWLEDGMENT

Provider acknowledges receipt of Client's Brand Guidelines dated [__/__/____] and agrees to comply with all specifications contained therein.

Provider Initials: [____]
Client Initials: [____]

End of Agreement