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This document is a service agreement for social media marketing services. It is entered into between the marketer and the customer. The document starts with an interpretation section, defining key terms and providing general provisions. The marketer's obligations are outlined, including the provision of services in a professional and diligent manner. The document also covers edits and approvals, completion of work, service fees, warranties and indemnities, term and termination, non-exclusivity, ownership of materials, customer legal requirements, independent contractors, portfolio use, confidential information, announcements/publicity, amendment, assignment, severability, further assurance, warranty of capacity and power, force majeure, and no rights under contracts for third parties. The document concludes with provisions on arbitration and proper law, notices and service, and counterparts.
To use this document:
1. Review the agreement: Familiarize yourself with the terms and conditions of the service agreement.
2. Enter parties' information: Fill in the names and addresses of both the marketer and the customer.
3. Specify services: Clearly describe the social media marketing services to be provided by the marketer.
4. Agree on milestones: Define the milestones that the marketer agrees to meet while performing the services.
5. Discuss edits and approvals: Understand the number of edit rounds included in the service fee and the customer's ability to request alterations.
6. Set completion date: If applicable, agree on a completion date for the services.
7. Determine service fees: Establish the fee payable by the customer for the services and the payment schedule.
8. Address expenses: Discuss any additional expenses that may be incurred by the marketer and how they will be invoiced.
9. Review warranties and indemnities: Understand the marketer's obligations regarding defects in the services and the customer's indemnification responsibilities.
10. Determine the term and termination: Agree on the duration of the agreement and the circumstances under which either party can terminate it.
11. Consider non-exclusivity: Acknowledge that the agreement is non-exclusive, allowing both parties to enter into similar agreements with other entities.
12. Discuss ownership of materials: Understand the marketer's intellectual property rights and the customer's license to use the deliverables.
13. Address customer legal requirements: Ensure that the customer complies with all legal requirements related to their business.
14. Understand independent contractor status: Clarify that the marketer is an independent contractor and not an employee or agent of the customer.
15. Discuss portfolio use: Agree on the marketer's right to use the work and deliverables in their professional portfolio.
16. Address confidentiality: Keep all terms of the agreement and disclosed information confidential.
17. Handle announcements/publicity: Obtain approval from all parties before making any announcements or disclosures related to the agreement.
18. Discuss amendment and assignment: Understand the process for amending the agreement and obtaining consent for assignment or sub-contracting.
19. Consider severability: If any provision of the agreement is deemed illegal or unenforceable, negotiate a valid substitute provision.
20. Ensure further assurance: Commit to performing any additional acts or executing documents necessary to implement the agreement.
21. Provide warranty of capacity and power: Represent that each party has the authority and capacity to enter into and fulfill their obligations under the agreement.
22. Address force majeure: Acknowledge that neither party will be liable for any failure or delay in performing their obligations due to circumstances beyond their control.
23. Understand no rights for third parties: Recognize that only the parties to the agreement have the right to enforce its terms.
24. Review notices and service provisions: Understand the methods and timelines for delivering notices between the parties.
25. Execute the agreement: Sign the agreement in counterparts, with each party retaining an original copy.