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What is a marketing agency contract?

A marketing agency contract or marketing agency agreement template is a legal document that cements the relationship between the digital marketer and the client. Regardless of the nature of the marketing agent agreement or business relationship, digital marketers are always advised to sign this essential document because this document acts as a protection for both parties.

This is because a free marketing agency contract template provides clear and specific details about the roles to be played by each party, what is to be expected by the client and when the digital marketer is to be compensated. The contract dictates how far the working relationship goes and how much work is agreed upon. It ensures that there is understanding and respect from both parties for a smooth working process. Marketing agent agreements also help avoid "project creeps" where one task morphs into many different functions that result in more work for which the marketer will not be compensated. 

You can easily find yourself doing more than you had agreed upon if you don’t have a clear marketing agency contract. As a freelance marketer, it becomes easy for some clients to take advantage of you and try to bombard you with other responsibilities that are not within what was agreed upon. A marketing agency contract dictates the boundaries within which a freelancer works and how much a client is expected to pay for all the mentioned services. Thus, with the marketing agency agreement template in place, both parties are guaranteed returns from the deal.

Marketing Agency Contract Template
Image Credits: template.net

1. Important elements of the contract marketing agency contract

Depending on the task at hand, a marketing agency contract or marketing agency agreement template can be a simple one-page document, or it could be 50 pages long. However, marketing contracts will share some common elements that cannot be ruled out regardless of the size of the document.

The marketing agency agreement should clearly state all the obligations and expectations towards forming a partnership. Ensure that the contract isn't giving room to loopholes that could work against you as a freelancer. Ensure that the contract identifies the parties that are bound by the marketing agency agreement template. Include all important details like contacts, email, physical address and more.

Another thing to note is that the language should be simple and understood by both parties. Writing the contract in a complex legal language will complicate the document for the client, and even lead to delays in signing it.

What should be included in the agency contract template?

2. Cite the legal names and addresses of the parties on your marketing agency contract

First, the marketing agency contract should specify the parties the agreement binds. These details include the legal names of the businesses as well as their formal addresses. You can then assign particular tags like "client" and "contractor" after citing the legal business names first. This identification process mitigates any confusion as to whom the contract addresses. And it also ensures that in case of any conflicts or misunderstandings, legal action can be taken easily. Another important aspect of ensuring details are specified is to ensure payments and tasks are done in time. Thus, always confirm from the client these legal details before you create the marketing agency agreement template or marketing agent agreement.

3. Confidential information in your marketing agency contract

The process of signing a marketing agency contract involves the exchange of confidential information. It is, therefore, important to ensure that you clearly define what confidential information is and how it should be kept. Ensure that the client tells you what can be disclosed and what should be kept secret. This will help you to not only avoid conflicts, but it will help avoid legal consequences. Another thing to remember while drafting your marketing agency contract is that the confidential obligation should be mutual.

4. The marketing agency contract duration

It's always important to specify when the project starts and ends, as well as what constitutes the conclusion of the project. The marketing agency agreement template should highlight whether or not you will be working on a retainer or a fixed-term basis. If you are working on a retainer, it means that the marketing agency contract between you and the client is on a long-term basis for a fixed fee until the end of the contract. Retainers usually run on a set start and end date. On the other hand, a fixed-term contract means that you work for a specified period with a start and end date. It's also important to note that project plans don't always run according to the timelines specified in the contract.

Give details of whether the contract has renewal dates or not. This is something that you have to agree upon with the client so that they have the choice to renew or end the contract.

5. The scope of work for your marketing agency contract

The marketing agency contract should specify the exact services you are going to provide. To be on the safe side, your marketing agency agreement template should cover, marketing strategies, plans, creative concepts, timelines of work and more.

Stipulating the range of work has numerous advantages, the best being that it protects the digital marketer from "project creeps." The changing project scope means that there will be extra tasks which were not considered in the payment amount initially agreed upon, and therefore you will not be fairly compensated. The extra work will also slow the project down and potentially cause a breach of contract due to the extended project duration. When there is a breach in contract, so many things can go wrong. One of the many things that can go wrong includes your reputation being tainted. Misunderstandings happen when the scope of work is not clear, therefore for the sake of your freelance career, ensure things are specified. This is why it is essential to include a clause that clearly defines the scope of the work to be done in the marketing agency agreement template. Including this information gives you grounds to sue if the client fails to provide total payments even after you've delivered all that was expected of you as defined in the marketing agent agreement.

Keep in mind the fact that most conflicts that usually occur are mainly about the scope of work. Ensuring that everything is well detailed and specific will help both parties to avoid such unnecessary conflicts. Highlight what happens in case of additional work that is not mentioned in the marketing agency agreement template. Specify the payment that the client will incur in case they need additional work done. You can also mention how the client is to request for that additional work and how much you can charge. Remember to also mention whether you have the option to either decline to do the additional work or not.

It's important to specify the scope of work in the first two pages of the marketing agency contract, although the range can also be defined in different clauses within the same document. The scope should be as specific as possible. Some specifics include (but are not limited to the following):

  • What tasks were agreed upon?
  • What are your goals and how do you plan to go about it all?
  • What services are you providing and what is not part of the contract?
  • What are the tangible deliverables of the services?
  • What is required of the client? Ensure they are well aware and in agreement
  • In case of additional tasks to be done, are there any specifications on what happens?
  • How many revisions are allowed before overtime project fees are applied to the changes?

6. Cover dispute resolution in the marketing agency contract

Disputes are one of the main reasons why you as a freelancer must ensure that the marketing agency contract is carefully written. Therefore in your marketing template, ensure that there is a clause that dictates what both parties can do in case of disputes. Dispute resolution clauses can come in handy especially when you find yourself dealing with a petty client. Always prefer to start within an internal way of resolving disputes before anything else is done. You can appoint a mediator to help solve the issue. Disputes are very costly for any agency. And the worst part about disputes is that they are extremely expensive, stressful and the results are not guaranteed to be in your favor. Therefore, be careful as you draft the marketing agency contract to avoid disputes!

7. Termination of a marketing agency contract

When drafting your marketing agency contract, ensure that you stipulate when either party can decide to terminate the contract. Making the circumstances under which termination is allowed, ensures that no one is taken advantage of. You can plan your work effectively. It is important to state that contract can be terminated if there is a breach in the contract like failing to work as expected or failing to pay as agreed.

It is also important to state how notice is given and how long it takes after the notice for the contract to be terminated. It is also important to include which fees are payable on termination. Answer questions such as does the client pay you for work done up until termination or more? Will you be forced to refund any amount in case the client pulls out of the contract?

Some of the reasons that you can decide to include that are allowed to influence termination of the contract include

  • The client does not communicate instructions clearly
  • The client decides to hire one of your employees
  • You don't feel comfortable working with the client
  • The client falsely gives you any intellectual property that is not theirs

How to create an agency contract template?

Once your freelance business really takes off, you may consider establishing an agency. Doing business with an agency with a previous client is pretty easy and fast to reach an agreement. But when it comes to first-time business relationships, most agencies often find it challenging to set the pace for work. It is exciting to land new deals or get new business connections. Your team is eager to start hands-on activities in delivering a quality service.

But before you get started, your agency needs to take a pause and ensure that a solid agency service agreement is written and signed. The question that comes to mind is, "how do you protect your agency in the business relationship" while you keep the momentum alive with your newly found client?

Marketing Agency Contract Template PDF
Image Credits: rpemery.com

There are a few other questions to answer before drafting a binding agreement. You need to know what the document should include to offer you full protection and what it must say to avoid landing your agency into trouble mid-way.

Before we discuss the elements of a binding agency service agreement, let’s talk about when such an agency agreement is needed in a business relationship. 

In other words, you can subcontract people to do work for you, and you get part of the payment in exchange for finding the clients.

But if you have an agency, you have to be sure that your employees are performing the work you want them to, and you want to protect yourself by making sure your clients are crystal clear on what work is being done - and not being done. That’s also true if you work for an agency.

So having a standard agency contract is important. By clearly outlining the roles and responsibilities, you can ensure your agency will be successful. Having access to an agency contract PDF will make it easy to get started on new work, and will ensure consistency among all the contracts of the agency.

Whether you use a professional service for the administrative parts of your freelance business, or you build your own template, there are 9 key points to know about your agency contract PDF.

8.1. Make sure you have a marketing agency contract

Just because you’re now part of an agency, or running one, doesn’t mean you don’t need to have contracts with clients. Let’s say you have a client for which you do regular work, even on a retainer basis. You may feel that a good working relationship is enough, and a contract isn’t necessary.

It is. Make sure you have an agency contract with any client, big or small, and for any kind of work, complex or simple. A contract protects both parties, and your agency. And, it ensures that you only have to do the work outlined in the contract, preventing scope creep or debates about what work remains to be done. It also makes sure all your freelancers are following the same guidelines.

A contract also signals to your clients that you run a professional organization, and is likely something that most clients will expect when working with you.

8.2. Build the agency contract PDF template

Start with a standard template that you can use any time you take on new clients or new work. 

To do that, create an electronic version of a template that can easily be edited, and then converted to PDF before sending to the client. This also makes it easy for anyone in the agency to access the template, even if you have remote workers in various locations. 

8.3. Define the purpose of the marketing agency contract

An agency contract PDF creates a legal agreement between your agency and the company for which you’ll be performing work. Include a standard section that outlines the rights and responsibilities of each of the parties to the contract, and any relevant details of the partnership.

For instance, if your agency will be taking on a social media marketing campaign on behalf of a client, state that as the purpose of the agency contract. 

8.4. Include standard sections in the marketing agency agreement template

There will be certain sections that will be part of every contract, so build them into a template that can be reused. 

Sections such as client name, address and contact person, duration of the contract, agency name and contact information, are all examples of sections that would appear in any agency contract. 

8.5. Clearly define the “subcontractor” in all marketing agency contracts

In most freelancer contracts, you agree to doing the work yourself, so there is often a clause stating that the work cannot be subcontracted

But in the case of an agency, that’s exactly what you’ll be doing.

So build a clause into your agency contract PDF that spells out who will be doing the work. Perhaps you list a specific freelancer, or several freelancers, or you state that the work will be done by the agency. That way, the work can be handled by anyone in the organization, and it’s the responsibility of the agency to assign the right person for the job.

8.6. Create a section for scope of work in the marketing agency contract

The actual work you’ll perform for a client can be developed in a separate document and added to the contract template. 

Or, include guidelines in the template for anyone to update, including:

  • What work you’ve agreed to do for the client
  • Deliverables, including timelines and payment schedules
  • Any expectations of the client

You may also want to include terms by which additional work would be done, including additional payment for work beyond the original contract.

8.7.  Add relevant terms to the marketing agency contract template

Your agency contract PDF should include terms that would be part of any agreement.

Examples include provisions for ownership of intellectual property at the conclusion of the contract; confidentiality clauses; a termination clause; and late payment terms.

By having these non-negotiable terms saved permanently in an agency contract PDF, you’ll ensure everyone in the agency includes them when taking on new work.

8.8. Insert signature lines in the agency contract template

A contract is binding once both parties have agreed to it and signed it. So your agency contract PDF should conclude with a section where the client and a representative of your agency can both sign it.

And don’t worry about getting a PDF  signed, since there are ways to electronically sign PDF documents, making life simple for remote workers. You don’t have to require the client to print off the agency contract PDF, sign it, scan it and send it back. 

In fact, consider including information on how to electronically sign a PDF as part of your agency contract PDF, or as a link below the signature lines.

8.9. Consider a supplemental guide to the marketing agency contract

Everything included in your agency contract PDF may be clear to you, but that may not be the case for the freelancers who work for you.

Having a guidebook that accompanies the contract would help everyone understand each section of the document.

For instance, a guide would provide information on what should be included in the scope of work, so that everyone in the organization follows the same format when building a contract.

8.10. When should you use an agency service agreement?

You need an agency service agreement when you are newly engaging with a client in a business relationship. The agreement serves as the contract between your agency and a client, and it provides the road map for a successful relationship.

We recommend that your agreement should be flexible enough to incorporate your statement of work, agency proposal, and scope of work. An agency service agreement should also state with the following:

  • The responsibilities of each party and what happened if a part default in carrying out a responsibility.
  • The work to be done and compensations involved.
  • Liability, insurance, and financial obligation of the parties involved.

What sections should an agency service agreement include? An agency service agreement should have summary information on each of the following:

8.10.1. Scope of work section of a marketing agency contract

This section talks about the scope of the project or statement of work (SOW). Your agency should list the deliverables and what the client should expect upon project completion. 

8.10.2. Mention compensation & billing methods in the marketing agency contract

Give clear information about your pricing models and policies. To break down your fees into sub-tasks that you have listed and include your billing model if you charge a flat fee or uses an hourly billing plan.

Marketing Agency Contract Template Sample PDF
Image Credits: templatelab.com

8.10.3. Terms of a marketing agency contract

Include your agency terms and condition for the engagement. Also, Remember your agency can’t enforce late payment charges and interest if you have not added the necessary clauses. Every agency needs to come up with its sets of terms and conditions of a successful consulting career

8.10.4. Include intellectual property ownership in the marketing agency contract

It is wise to include a clause in your agency service agreement that states that your agency retails the right to the intellectual property you create until your client pays for them. Also, you may state that unaccepted intellectual property right reverts to your agency, and the reserves the right to add the work to the portfolio of projects for personal promotional activity. 

8.10.5. Confidentiality information in a marketing agency contract

Both your agency and client need to make confidentiality commitment if applicable and must appear in the agency service agreement. You may also want to know if your agency can service other clients or organization while still working with the current client and purposely addressed. 

8.10.6. Limitation of liabilities & indemnity for the marketing agency contract

Ensure there is a clause that talks about your agency's legal liabilities to the client when performing your services to meet the goal of the project. 

8.10.7. Insurance in a marketing agency contract

Ask questions about insurance and know if clients want some level of insurance coverage from your end. State the type of insurance and the level/limit of coverage of your agency in the agency service agreement.

9. How to create an advertising agency agreement template

According to the Entrepreneur, advertising refers to drawing the attention of the general public towards a new business, product, or service through various digital, print, and broadcast media channels. Advertising is a great medium to attract new clients, retain the old ones, market new products or services, establish a brand image, and develop customer relationships. 

While ad machines like Google can get your business on the digital map, you will still need the services of an ad agency. Thus, before you start working with the agency, it is essential to sign an advertising agency agreement.

Marketing Agency Contract Template Example PDF
Image credits: pinimg.com

Like most agreements, an advertising agency agreement manages expectations at either end. It erases any future misunderstanding or miscommunication and ensures that the ad agency and the client enjoy a fruitful relation.

An agency agreement template can be used when one party is to act as an agent, marketing or selling the products, goods, or services of another party (known as the “principal”). This is done in exchange for a retainer fee or commission payments — or sometimes both.

The agreement is also known as a commission agreement or a sales agent agreement. 

9.1. Why use an agency agreement template?

Using a template is a fast and simple way to tailor the agreement to your circumstances. You might be dealing with a specific territory in which you will market or sell the goods or services for the duration of the contract. This can range from a city to a county, country, continent, or worldwide, depending on the nature of the agreement.

It’s down to the principal to decide on the territory, however as an agent, it’s a good idea to include this in your own agreement to ensure that your responsibilities are clear from the outset.

9.2. What else is included in an agency agreement template?

Your template should include the following:

  • Interpretation of the agreement
  • Terms of the agency agreement
  • Duties and responsibilities of the agency
  • Duties and responsibilities of the principal
  • Commission structure (if applicable)
  • Fee structure (if applicable)
  • Data protection
  • Dispute resolution
  • Termination

Here are some tips for creating a solid agency agreement template: 

9.3. Define the relationship between the parties in the marketing agency contract

When creating an agreement template, it’s important that you’re crystal clear on the working relationship. An agency agreement is not the same as an employment contract, so this must be made apparent throughout. 

An employer/employee relationship comes with additional benefits. This will typically include workers' compensation, paid time off, and/or health care benefits. 

An agency relationship, on the other hand, will not contain such benefits. These types of agreements will usually last for a shorter time period and have their own duties and responsibilities outlined in the contract.

Make sure you clarify this in order to avoid being treated as an employee of your client’s business without receiving any of the benefits.

9.4. Detail payment terms up front using the marketing agency contract

Just as it’s important to define the working relationship, it’s also vital that you detail how and when you are paid. 

It doesn’t matter if you’re operating under a fee structure or commission, or a mixture of both, you need to include this information so that you have recourse to enforce the agreement if your client does not pay on time, or at all. 

Be precise with your language. Avoid ambiguity at all costs, especially when it comes to payment. Always use specific dates and amounts where possible. 

9.5. Make sure targets are included in the marketing agency contract

It’s a good idea not to discuss and agree upon targets and expectations outside of the agency agreement. Get it in writing, and get it in the document you’ll both be signing. 

Doing so will make for a far smoother working relationship; one where you can still be held accountable, but you don’t have to worry about the goalposts being moved at the last minute. It’s every sales agent’s worst nightmare — meeting their target only to have the client push back and insist the real target was much higher. 

At the end of the day, an agency agreement template can help you outline the expectations of both parties before the relationship actually begins. And with an agreement in place, you’ll know that even if things do go wrong, both parties will be covered by important sections of the agreement, including dispute resolution and termination.

Follow these tips when creating your bespoke agency agreement template and you’ll enjoy a straightforward and happy client relationship.

10. Important parts of an advertising agency agreement template

Following are some of the key elements of an advertising agency agreement:

10.1. Retainer marketing agency contract

A typical advertising agency agreement states that the client is retaining the services of the advertising agency. It outlines its creative work requirements, product and services that are to be rendered, and the medium of advertising. This section may also include the client’s advertising goals and any other additional services such as public relations and market research.

It may also stipulate the duration of the contract and the date from which it comes into effect. Retainers also contain a clause that the client cannot hire any other advertising agency while the current agreement is in effect. 

Once the advertising agency agreement expires, the other advertising agency can compete for the contract. The advertising agency agreement must also contain general fees, retainer fees, billing procedures, and commissions.

10.2. Mention confidentiality in the marketing agency contract

Given that advertising involves creativity, it is essential to maintain confidentiality and respect intellectual property rights. Hence, the advertising agency agreement must contain a “non-compete” clause so that either party will refrain from revealing any trademarked content or proprietary information to their competitors.

At the same time, there should also be clarity on the creative and approval processes in order to avoid conflicts. Outlining the process and expectations in the initial stages of the project ensures that the client and advertising agency are both on the same page.

10.3. Cover refinement and research in the marketing agency contract

When dealing with print ads, online banners, or television spots, advertisements are first tested with the target audience before they are published for the general public. Accordingly, the advertising agency must carry out research and refine the advertisements to ensure that the advertising efforts stay on track. Advertising agencies can include a clause in the advertising agency agreement wherein they can define the number of revisions and edits that they are willing to make at no extra cost.

10.4. Mention deadlines in your marketing agency contract

Advertising is a highly dynamic world. Thus, advertising projects can be time-bound and deadline-sensitive. If an advertising agency commits to delivering an ad by a certain date, they must meet it. Otherwise, it could result in the loss of revenue to the client. At the same time, the client must also agree to provide all the necessary materials and inputs for creating the ad. The advertising agency agreement must define penalties for failure to meet such obligations.

With these clauses in your advertising agency agreement, you can be sure that the roles and responsibilities are clearly spelled out. Bonsai contains a variety of advertising agency agreement templates for you to choose from. Simply download, edit, and sign to get started!

Conclusion

As you work with the same client on several projects and build a trusting relationship, you might be tempted to reduce the formality and omit some clauses from the marketing agent agreement. However, you should resist this. No matter how friendly you get with the client, ensure that you maintain professionalism which includes working within a marketing agency contract. Friendship should not be allowed to compromise professionalism. Having a professional stand throughout your interaction will help your freelance career to prosper. 

Ensure that you include all the critical clauses, including provisions on how premature termination of the agreement will be done to protect your interests in case of any disagreements. The marketing agency contract is meant to protect both parties thereby making it a document based on mutual understanding. It is important to work together with the client every step of the way. 

Ask as many questions as possible to ensure that all information on the marketing agency agreement template is as required. As a freelancer you will be safer with a properly drafted marketing agency contract to protect your interests.


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The simplest way to create a legally sound contract. Check out an example below

Marketing Agency Contract Template

This Contract is between Sample Client (the "Client") and John Doe (the "Marketing Agency").

The Contract is dated [the date both parties sign].

1. WORK AND PAYMENT.

1.1 Project. The Client is hiring the Marketing Agency to do the following: The Marketing Agency will perform marketing campaigns on behalf of the client.

1.2 Schedule. The Marketing Agency will begin work on October 01, 2020 and the work is ongoing. This Contract can be ended by either Client or Marketing Agency at any time, pursuant to the terms of Section 6, Term and Termination.

1.3 Payment. The Client will pay the Marketing Agency a rate of $130.00 (USD) per hour. Of this, the Client will pay the Marketing Agency $1,500.00 (USD) before work begins.

1.4 Expenses. The Client will reimburse the Marketing Agency's expenses. Expenses do not need to be pre-approved by the Client.

1.5 Invoices. The Marketing Agency will invoice the Client weekly. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 5.0% per month on the outstanding amount.

1.6 Support. The Marketing Agency will not provide support for any deliverable once the Client accepts it, unless otherwise agreed in writing.

2. OWNERSHIP AND LICENSES.

2.1 Client Owns All Work Product. As part of this job, the Marketing Agency is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the Marketing Agency works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The Marketing Agency hereby gives the Client this work product once the Client pays for it in full. This means the Marketing Agency is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.

2.2 Marketing Agency's Use Of Work Product. Once the Marketing Agency gives the work product to the Client, the Marketing Agency does not have any rights to it, except those that the Client explicitly gives the Marketing Agency here. The Client gives the Marketing Agency permission to use the work product as part of the Marketing Agency's portfolio and websites, in galleries, and in other media, so long as it is to showcase the Marketing Agency's work and not for any other purpose. The Marketing Agency is not allowed to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.

2.3 Marketing Agency's Help Securing Ownership. In the future, the Client may need the Marketing Agency's help to show that the Client owns the work product or to complete the transfer. The Marketing Agency agrees to help with that. For example, the Marketing Agency may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the Marketing Agency, the Marketing Agency agrees that the Client can act on the Marketing Agency's behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the Marketing Agency after spending reasonable effort trying to do so, the Marketing Agency hereby irrevocably designates and appoints the Client as the Marketing Agency's agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Marketing Agency and on the Marketing Agency's behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).

2.4 Marketing Agency's IP That Is Not Work Product. During the course of this project, the Marketing Agency might use intellectual property that the Marketing Agency owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Marketing Agency is not giving the Client this background IP. But, as part of the Contract, the Marketing Agency is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Marketing Agency cannot take back this grant, and this grant does not end when the Contract is over.

2.5 Marketing Agency's Right To Use Client IP. The Marketing Agency may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Marketing Agency to build a website, the Marketing Agency may have to use the Client’s logo. The Client agrees to let the Marketing Agency use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Marketing Agency's job. Beyond that, the Client is not giving the Marketing Agency any intellectual property rights, unless specifically stated otherwise in this Contract.

3. COMPETITIVE ENGAGEMENTS. The Marketing Agency won’t work for a competitor of the Client until this Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client’s products or services. A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if the Marketing Agency asks for permission beforehand and the Client agrees to it in writing. If the Marketing Agency uses employees or subcontractors, the Marketing Agency must make sure they follow the obligations in this paragraph, as well.

4. NON-SOLICITATION. Until this Contract ends, the Marketing Agency won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the Marketing Agency puts out a general ad and someone who happened to work for the Client responds. In that case, the Marketing Agency may hire that candidate. The Marketing Agency promises that it won’t do anything in this paragraph on behalf of itself or a third party.

5. REPRESENTATIONS.

5.1 Overview. This section contains important promises between the parties.

5.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

5.3 Marketing Agency Has Right To Give Client Work Product. The Marketing Agency promises that it owns the work product, that the Marketing Agency is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Marketing Agency uses employees or subcontractors, the Marketing Agency also promises that these employees and subcontractors have signed contracts with the Marketing Agency giving the Marketing Agency any rights that the employees or subcontractors have related to the Marketing Agency's background IP and work product.

5.4 Marketing Agency Will Comply With Laws. The Marketing Agency promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

5.5 Work Product Does Not Infringe. The Marketing Agency promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Marketing Agency has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Marketing Agency has entered into or will enter into with someone else.

5.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Marketing Agency if the Marketing Agency has questions regarding this project, and to provide timely feedback and decisions.

5.7 Client-Supplied Material Does Not Infringe. If the Client provides the Marketing Agency with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.

6. TERM AND TERMINATION. This Contract is ongoing, until ended by the Client or the Marketing Agency. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4. The Marketing Agency must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Marketing Agency for the work done up until when the Contract ends and will reimburse the Marketing Agency for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).

7. INDEPENDENT CONTRACTOR. The Client is hiring the Marketing Agency as an independent contractor. The following statements accurately reflect their relationship:

- The Marketing Agency will use its own equipment, tools, and material to do the work.- The Client will not control how the job is performed on a day-to-day basis. Rather, the Marketing Agency is responsible for determining when, where, and how it will carry out the work.- The Client will not provide the Marketing Agency with any training.- The Client and the Marketing Agency do not have a partnership or employer-employee relationship.- The Marketing Agency cannot enter into contracts, make promises, or act on behalf of the Client.- The Marketing Agency is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).- The Marketing Agency is responsible for its own taxes.- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Marketing Agency or any of the Marketing Agency's employees or subcontractors.

8. CONFIDENTIAL INFORMATION.

8.1 Overview. This Contract imposes special restrictions on how the Client and the Marketing Agency must handle confidential information. These obligations are explained in this section.

8.2 The Client’s Confidential Information. While working for the Client, the Marketing Agency may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Marketing Agency promises to treat this information as if it is the Marketing Agency's own confidential information. The Marketing Agency may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Marketing Agency use a customer list to send out a newsletter, the Marketing Agency cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Marketing Agency written permission to use the information for another purpose, the Marketing Agency may use the information for that purpose, as well. When this Contract ends, the Marketing Agency must give back or destroy all confidential information, and confirm that it has done so. The Marketing Agency promises that it will not share confidential information with a third party, unless the Client gives the Marketing Agency written permission first. The Marketing Agency must continue to follow these obligations, even after the Contract ends. The Marketing Agency's responsibilities only stop if the Marketing Agency can show any of the following: (i) that the information was already public when the Marketing Agency came across it; (ii) the information became public after the Marketing Agency came across it, but not because of anything the Marketing Agency did or didn’t do; (iii) the Marketing Agency already knew the information when the Marketing Agency came across it and the Marketing Agency didn’t have any obligation to keep it secret; (iv) a third party provided the Marketing Agency with the information without requiring that the Marketing Agency keep it a secret; or (v) the Marketing Agency created the information on its own, without using anything belonging to the Client.

8.3 Third-Party Confidential Information. It’s possible the Client and the Marketing Agency each have access to confidential information that belongs to third parties. The Client and the Marketing Agency each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Marketing Agency is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.

9. LIMITATION OF LIABILITY. Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.

10. INDEMNITY.

10.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Marketing Agency or both. For example, if the Client gets sued for something that the Marketing Agency did, then the Marketing Agency may promise to come to the Client’s defense or to reimburse the Client for any losses.

10.2 Client Indemnity. In this Contract, the Marketing Agency agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Marketing Agency has done under this Contract; (ii) a breach by the Marketing Agency of its obligations under this Contract; or (iii) a breach by the Marketing Agency of the promises it is making in Section 5 (Representations).

10.3 Marketing Agency Indemnity. In this Contract, the Client agrees to indemnify the Marketing Agency (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.

11. GENERAL.

11.1 Assignment. This Contract applies only to the Client and the Marketing Agency. The Marketing Agency cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Marketing Agency's permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.

11.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

11.3 Modification; Waiver. To change anything in this Contract, the Client and the Marketing Agency must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

11.4 Notices.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

11.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

11.6 Signatures. The Client and the Marketing Agency must sign this document using Bonsai’s e-signing system. These electronic signatures count as originals for all purposes.

11.7 Governing Law. The laws of the state of Colorado govern the rights and obligations of the Client and the Marketing Agency under this Contract, without regard to conflict of law principles of that state.

11.8 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.

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