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Service Agreement - Online Marketing


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 favour of the Marketer.

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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. Review and sign the agreement to indicate acceptance of the terms and conditions. Both parties should keep a copy of the signed agreement for future reference.

7. Throughout the duration of the agreement, the Contractor may incur certain expenses not included in the service fee. The Contractor should keep an exact record of these expenses and submit an invoice itemizing each expense with proof of purchase and receipt.

8. In case of any disputes with an invoice, the Customer should notify the Contractor in writing along with any substantiating documentation or a detailed description of the dispute within 5 business days from the date of receipt of the invoice.

9. The Customer should pay all undisputed amounts due under the invoices within the specified period. Any late payment may incur a 5% per month late charge.

10. The Customer should promptly report any defects in the Contractor's performance of the services. The Contractor is obligated to rectify any reported defects as soon as reasonably practicable.

11. If either party wishes to terminate the agreement, written notice should be provided to the other party. The termination may be based on non-payment, breach of material provisions, or other agreed-upon circumstances.

12. Upon termination of the agreement, the license granted by the Contractor for the use of deliverables will automatically terminate.

13. Both parties should maintain confidentiality of the terms of the agreement and any confidential information disclosed during the course of the agreement, unless required by law or other exceptions specified in the agreement.

14. Any announcements or disclosures related to the agreement should be made with the prior written approval of all parties involved.

15. Any variations or amendments to the agreement should be in writing and signed by all parties.

16. The agreement may not be assigned or subcontracted without the prior written consent of the Contractor.

17. If any provision of the agreement is held to be illegal, void, or unenforceable, the parties should negotiate in good faith to agree on a valid substitute provision.

18. Both parties should perform all further acts and execute any necessary documents to implement and give effect to the agreement.

19. The agreement shall be governed by the laws of the jurisdiction specified in the agreement, and any disputes should be resolved through amicable discussions or arbitration if necessary.

20. Any notices between the parties should be delivered by hand, email, or post in accordance with the specified timelines.

21. The agreement may be executed in counterparts, with each counterpart considered an original.

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