Service Agreement - Online Marketing
Neutral
This is a Service Agreement suitable for online marketing, e-mail promotion, social media or other digital marketing services. Under this agreement, an online Marketer was to provide marketing services for a Customer for an Agreed Price. This agreement is drafted in Neutral Form.
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Document Description
This Service Agreement - Online Marketing is a legally binding document that outlines the terms and conditions between the marketer and the customer for the provision of online marketing services. The agreement highlights the importance of prompt and timely performance of obligations, compliance with laws and regulations, and the provision of services in a professional and diligent manner.
The agreement begins with an interpretation section which defines the key terms including definitions for agreement, services, completion date, and other relevant terms. This section also clarifies that references to persons include individuals, bodies corporate, unincorporated associations, and partnerships.
Section 2 outlines the marketer's obligations and emphasizes the provision of services in a professional and diligent manner. The marketer is required to comply with all applicable laws and regulations, including those related to anti-bribery and corruption, and data protection. Any services outside the defined scope will require a separate agreement.
Section 3 focuses on the completion of the work, highlighting the importance of timely performance. If the services cannot be completed by the agreed completion date, the customer may grant an extension based on fair and reasonable grounds.
Section 4 includes provisions regarding service fees, payment terms, and expenses. The customer is required to pay the marketer a service fee in consideration for the services rendered. Invoices will be issued prior to the payment date, and late payment will incur a 5% per month late charge. The marketer may incur expenses not included in the fee, and the customer is responsible for reimbursing these expenses.
Section 5 addresses liabilities and indemnities, stating that the customer should promptly report any defects in the marketer's performance. The marketer is obligated to rectify any reported defects. The agreement limits the marketer's liability to the amount of service fees received.
Section 6 covers the term and termination of the agreement. The agreement may have a fixed term or continue indefinitely until the completion of services. Either party may terminate the agreement with written notice under certain circumstances, such as bankruptcy or non-payment.
Section 7 addresses ownership of materials, stating that the marketer reserves intellectual property rights in the deliverables. However, the marketer grants the customer a non-exclusive license to use the deliverables.
Section 8 outlines confidentiality obligations, requiring the customer to keep the terms of the agreement and any confidential information confidential. Exceptions to confidentiality include publicly available information and information required to be disclosed by law.
The agreement also covers announcements/publicity, amendment, assignment, severability, further assurance, warranty of capacity and power, force majeure, and no rights under contracts for third parties.
Notices and service are addressed in section 18, specifying the methods and timing of delivering notices between the parties. The agreement may be executed in counterparts, with each counterpart considered an original.
Overall, this Service Agreement - Online Marketing is essential for establishing a clear understanding between the marketer and the customer, ensuring the provision of services in a professional and timely manner, and protecting the rights and obligations of both parties.
How to use this document?
1. Enter the Contractor's and Customer's information in the agreement, including their principal place of business. This ensures that both parties are clearly identified.
2. Clearly specify the agreed price and completion date of the work to be carried out by the Contractor. This will ensure that both parties are aware of the expectations and deadlines.
3. Clearly describe the type(s) of services to be provided by the Contractor. This ensures that both parties are aware of the scope of work and can avoid any misunderstandings.
4. Both parties should agree on the length of warranty and time of payment after the completion of the work. This ensures that both parties are aware of the payment terms and the length of the warranty.
5. If the work is not completed by the completion date, specify the amount of damages per week that the Customer is entitled to. This ensures that both parties are aware of the consequences of non-completion.
6. In consideration for the services rendered, the Customer shall pay the Contractor the agreed service fee. The payment should be made according to the schedule specified in the agreement.
7. The Contractor should keep an exact record of any expenses incurred while performing the services. These expenses should be itemized and accompanied by proof of purchase and receipt.
8. Any disputes regarding the invoice should be notified to the Contractor in writing within 10 business days, along with supporting documentation.
9. The Contractor should promptly notify the Customer of any delays, problems, or complaints related to the services. Recommendations for avoiding or rectifying such circumstances should also be provided.
10. The Customer should report any defects in the Contractor's performance of the services as soon as reasonably practicable.
11. In the event of termination, the Contractor should give up possession of the site and deliver any relevant documents or materials.
12. All materials and goods delivered to the site become the property of the Customer, except for supplies, tools, and equipment owned or hired by the Contractor.
13. Both parties should keep confidential any information disclosed during the agreement, unless required by law or with the other party's written approval.
14. Any announcements or disclosures related to the agreement should be made with the prior written approval of all parties.
15. Any variations to the agreement should be in writing and signed by all parties.
16. Neither party should assign the agreement or sub-contract the performance without the other party's prior written consent.
17. If any provision of the agreement is held to be illegal or unenforceable, the parties should negotiate in good faith to agree on a valid substitute provision.
18. Each party should perform all further acts and execute any further documents necessary to implement and give effect to the agreement.
19. The agreement is subject to force majeure, relieving the parties from liability for failure or delay due to circumstances beyond their control.
20. The agreement does not confer any rights to third parties.
21. Any disputes should be resolved amicably, and the proper law and jurisdiction for legal proceedings should be agreed upon.
22. Notices should be served in accordance with the specified methods and timings.
23. The agreement may be executed in multiple counterparts, with each counterpart being an original but together constituting one instrument.
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