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What is a PPC contract?

Whether you’re a newbie in the freelance world or you’re one of the PPC freelance gurus who has been in the market for a while, you need to work with a PPC management contract. The freelance business is very risky, and working without a contract may just put your earnings at risk. The truth is, you’re probably meeting your client for the first time, and so, how are you going to trust them without a PPC agreement? They may never keep their payment promises if there isn’t a binding agreement between you and them. As a freelancer, the last thing you’d want to happen to you is to miss your wages at the end of the project or get less than what you intended. Therefore, to be safe, you better start working with a PPC management contract. 

So, what’s a PPC agreement or PPC management contract?

Simply put, a PPC contract is a document that is used to seal the deal between the PPC consultant and the client. A contract helps both parties understand the terms of the agreement, projections, and milestones. The contract will also help identify the "out of scope" work that has the potential to increase your revenue.

While in most cases you might need the PPC agreement more than the client, they too need it for the sake of the services you offer. Just as you need to be paid at the end of the project, so does your client expects you to carry out the tasks as stipulated by the contract. Sometimes PPC freelancers promise more than what they can deliver and end up disappointing the clients in the end. For this reason, a client also needs to work with a PPC management contract to ensure they get what they pay for. Nobody wants to pay for services they’ve not enjoyed, and you know that, right? That’s why a PPC management contract is of the essence.

So, what exactly is a PPC agreement meant for? Well, you already have a glimpse of this, but it’s not a bad idea to brush through the benefits once more. Just like other contracts, a PPC agreement protects the interest of both parties - you and the client. It ensures both of you are working within your boundaries and delivering as per the expectations. That’s essentially what PPC agreement documents are there for.

They are meant to establish the work to be delivered and the terms and timeframe for providing the work. The agreement will also protect your interests as a consultant. Despite the mutual trust expected from both parties, projects sometimes fail, and you need a solid plan that will protect you from financial loss as well as protect your reputation as a consultant.

PPC Management Contract Template
Image Credits: proposalkit.com

1. Before you start with your PPC management contract

It's widely accepted that the contract process is more successful after a first meeting where a verbal agreement is in place. Before you work on the PPC contract, you may need to walk the potential client through the whole PPC process so that they can scale their expectations to the situation on the ground. Don’t be afraid of saying what you’ll help the client achieve, but of course, ensuring you’re as realistic as possible. It’s good to build confidence in your client, but be truthful in everything you say. 

For starters, there has to be clarity about expectations from both sides. You have to determine what the client wants to achieve - the needs of the client. That means you’ll have to give them an ear to note down their expectations and goals. Remember, they’re hiring you to provide solutions to their business, and so, you better understand their business needs before you begin working. 

You also need to be careful before you commit to the business relationship. Watch out for a client who cannot articulate their needs. You should also be cautious of the clients who expect you to transform their business. Even the best competitive intelligence tools won't help you determine what their companies need. If they expect miracles, you will have a tough time collecting payments, and it can eat into your reputation. Make sure you talk to the client and establish a verbal agreement before you submit a written one.

Don’t let a client push you to the wall. It’s better you drop the contract and look for something more favorable than agree to what you can’t achieve. As we mentioned earlier, a PPC management contract should protect both interests. So, your client should be ready to work with what you can deliver and not force you to achieve what you can’t.

2. Determine the budget for the PPC management contract template

The best way to determine the budget for your PPC contract is to rely on projections, assumptions, and math. Some equations use these three parameters to estimate the number of clients a PPC campaign aims for, and the possible revenue these customers will bring. So, a little mathematics is required here. However, if you’re not so good at numbers, don’t you worry. We’ve got tools in place to help you do this effortlessly within a short time. Just get the relevant software and you’ll be good to go.

Another critical determiner for budgeting is how effective the PPC campaign will be when compared to other existing marketing strategies. For example, PPC campaigns are only considered necessary when other tactics have failed to bring in the projected revenue. Paid advertising can make up for shortcomings of other tactics like SEO and social media marketing. Depending on the performance of the existing marketing channels, you will work out a budget for the contract. Here, you’ll need the help of your client. They know what has worked and what hasn’t worked before. So, they’ll be in a position to guide you.

What should be included in a PPC contract template?

As much as possible, avoid defining projected results in the PPC contract regardless of how much the client insists on it. Remember that results are not always within your control. The client will have to participate if the results are to be realized, and you cannot predict your client's level of commitment. Also, bear in mind that some clients will expect your strategies to be the magic bullet that brings in sales, and this will set them up for disappointment.

Well, the truth is, you’d like to please your client as much as you can to create a good relationship with them. However, that doesn’t mean you make false promises. You should realize that promising more than you can deliver will put you in trouble with them. In fact, it will worsen the relationship than you least expected. While most freelancers may be excited by your projections, they’ll only feel satisfied when you achieve the set goals. So, be careful before you specify the results. You should realize that you’ll bear most of the weight in the end, and so, why tighten things on your side. 

So, even if your client insists that you specify results, be smart enough to escape from it politely. Most freelancers have ended up losing their contracts because they made a promise that they didn’t keep, and you don’t want to be one of them. They say, better safe than sorry. Therefore, protect your freelance business by being as honest as possible in whatever you include in the PPC management contract.

PPC Management Contract Template Sample
Image Credits: slideshare.net

What are the essentials of a PPC contract?

There are a few metrics that influence results.

3.1. Client activity

The results based on the contract assume that the client will play their part. The service provider cannot force the client to participate. That means you’ll achieve results depending on how faithfully you deliver the services expected. Of course, you’ll always do your best to meet your client’s expectations, but it’s not always a guarantee that all will go well. There are some bumps and valleys along the way that both you and the client should prepare for.

3.2. The autonomy of the service provider

Rarely do clients ever relinquish full control of the end-to-end running of the PPC campaign. This lack of independence raises the number of factors that can influence the campaign, making results unpredictable. While your client trusts that you can handle the job well, they still need to be there to ensure things are running as they’d want them to. Definitely, it’s not bad to do this. It only means that your services are somehow guided by the client and that means the results you get at the end of the day are determined by efforts from both sides. That’s why you shouldn’t promise specific results to avoid blames in the end.

3.3. Adjustments drive results

Unless the contract is fully adjusted to the client's market, then you can't get the best results from a PPC campaign. Having been in the freelance business for quite some time, you know that different markets have different demands, and your PPC management should factor this in. If you don’t fully understand your client’s market, then expect some negative results. That’s why you need to carry out thorough market research before you start. But even then, you might never get to exhaust the details of the market before you start. No wonder you shouldn’t make any promises.

In essence

There are simple clauses in the contract that could set you up for failure. Failure to get the correct information on the client's needs will also set you up for failure. Similarly, promising too much will set you up for failure. Therefore be cautious about what you put in your PPC contract.

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

PPC Contract Template

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

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

1. WORK AND PAYMENT.

1.1 Project. The Client is hiring the Marketer to do the following: The Marketer will assist the Client with pay per click services.

1.2 Schedule. The Marketer will begin work on August 22, 2020 and the work is ongoing. This Contract can be ended by either Client or Marketer at any time, pursuant to the terms of Section 6, Term and Termination.

1.3 Payment. The Client will pay the Marketer a rate of $550.00 (USD) per hour. Of this, the Client will pay the Marketer $100.00 (USD) before work begins.

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

1.5 Invoices. The Marketer 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 Marketer 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 Marketer 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 Marketer 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 Marketer hereby gives the Client this work product once the Client pays for it in full. This means the Marketer 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 Marketer's Use Of Work Product. Once the Marketer gives the work product to the Client, the Marketer does not have any rights to it, except those that the Client explicitly gives the Marketer here. The Client gives the Marketer permission to use the work product as part of the Marketer's portfolio and websites, in galleries, and in other media, so long as it is to showcase the Marketer's work and not for any other purpose. The Marketer 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 Marketer's Help Securing Ownership. In the future, the Client may need the Marketer's help to show that the Client owns the work product or to complete the transfer. The Marketer agrees to help with that. For example, the Marketer may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the Marketer, the Marketer agrees that the Client can act on the Marketer's behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the Marketer after spending reasonable effort trying to do so, the Marketer hereby irrevocably designates and appoints the Client as the Marketer's agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Marketer and on the Marketer'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 Marketer's IP That Is Not Work Product. During the course of this project, the Marketer might use intellectual property that the Marketer 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 Marketer is not giving the Client this background IP. But, as part of the Contract, the Marketer 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 Marketer cannot take back this grant, and this grant does not end when the Contract is over.

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

3. COMPETITIVE ENGAGEMENTS. The Marketer 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 Marketer asks for permission beforehand and the Client agrees to it in writing. If the Marketer uses employees or subcontractors, the Marketer must make sure they follow the obligations in this paragraph, as well.

4. NON-SOLICITATION. Until this Contract ends, the Marketer 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 Marketer puts out a general ad and someone who happened to work for the Client responds. In that case, the Marketer may hire that candidate. The Marketer 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 Marketer Has Right To Give Client Work Product. The Marketer promises that it owns the work product, that the Marketer 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 Marketer uses employees or subcontractors, the Marketer also promises that these employees and subcontractors have signed contracts with the Marketer giving the Marketer any rights that the employees or subcontractors have related to the Marketer's background IP and work product.

5.4 Marketer Will Comply With Laws. The Marketer 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 Marketer promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Marketer 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 Marketer 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 Marketer if the Marketer 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 Marketer 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 Marketer. 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 Marketer must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Marketer for the work done up until when the Contract ends and will reimburse the Marketer 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 Marketer as an independent contractor. The following statements accurately reflect their relationship:

- The Marketer 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 Marketer is responsible for determining when, where, and how it will carry out the work.- The Client will not provide the Marketer with any training.- The Client and the Marketer do not have a partnership or employer-employee relationship.- The Marketer cannot enter into contracts, make promises, or act on behalf of the Client.- The Marketer is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).- The Marketer 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 Marketer or any of the Marketer's employees or subcontractors.

8. CONFIDENTIAL INFORMATION.

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

8.2 The Client’s Confidential Information. While working for the Client, the Marketer 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 Marketer promises to treat this information as if it is the Marketer's own confidential information. The Marketer may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Marketer use a customer list to send out a newsletter, the Marketer cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Marketer written permission to use the information for another purpose, the Marketer may use the information for that purpose, as well. When this Contract ends, the Marketer must give back or destroy all confidential information, and confirm that it has done so. The Marketer promises that it will not share confidential information with a third party, unless the Client gives the Marketer written permission first. The Marketer must continue to follow these obligations, even after the Contract ends. The Marketer's responsibilities only stop if the Marketer can show any of the following: (i) that the information was already public when the Marketer came across it; (ii) the information became public after the Marketer came across it, but not because of anything the Marketer did or didn’t do; (iii) the Marketer already knew the information when the Marketer came across it and the Marketer didn’t have any obligation to keep it secret; (iv) a third party provided the Marketer with the information without requiring that the Marketer keep it a secret; or (v) the Marketer 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 Marketer each have access to confidential information that belongs to third parties. The Client and the Marketer 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 Marketer 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 Marketer or both. For example, if the Client gets sued for something that the Marketer did, then the Marketer 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 Marketer agrees to indemnify the Client (and its affiliates and its 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 Marketer has done under this Contract; (ii) a breach by the Marketer of its obligations under this Contract; or (iii) a breach by the Marketer of the promises it is making in Section 5 (Representations).

10.3 Marketer Indemnity. In this Contract, the Client agrees to indemnify the Marketer (and its affiliates and its 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 Marketer. The Marketer 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 Marketer'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 Marketer 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 Marketer 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 Illinois govern the rights and obligations of the Client and the Marketer 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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PPC Contract Template
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Edit This Template
PPC Contract Template

PPC Contract Template

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

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

1. WORK AND PAYMENT.

1.1 Project. The Client is hiring the Marketer to do the following: The Marketer will assist the Client with pay per click services.

1.2 Schedule. The Marketer will begin work on August 22, 2020 and the work is ongoing. This Contract can be ended by either Client or Marketer at any time, pursuant to the terms of Section 6, Term and Termination.

1.3 Payment. The Client will pay the Marketer a rate of $550.00 (USD) per hour. Of this, the Client will pay the Marketer $100.00 (USD) before work begins.

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

1.5 Invoices. The Marketer 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 Marketer 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 Marketer 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 Marketer 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 Marketer hereby gives the Client this work product once the Client pays for it in full. This means the Marketer 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 Marketer's Use Of Work Product. Once the Marketer gives the work product to the Client, the Marketer does not have any rights to it, except those that the Client explicitly gives the Marketer here. The Client gives the Marketer permission to use the work product as part of the Marketer's portfolio and websites, in galleries, and in other media, so long as it is to showcase the Marketer's work and not for any other purpose. The Marketer 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 Marketer's Help Securing Ownership. In the future, the Client may need the Marketer's help to show that the Client owns the work product or to complete the transfer. The Marketer agrees to help with that. For example, the Marketer may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the Marketer, the Marketer agrees that the Client can act on the Marketer's behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the Marketer after spending reasonable effort trying to do so, the Marketer hereby irrevocably designates and appoints the Client as the Marketer's agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Marketer and on the Marketer'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 Marketer's IP That Is Not Work Product. During the course of this project, the Marketer might use intellectual property that the Marketer 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 Marketer is not giving the Client this background IP. But, as part of the Contract, the Marketer 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 Marketer cannot take back this grant, and this grant does not end when the Contract is over.

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

3. COMPETITIVE ENGAGEMENTS. The Marketer 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 Marketer asks for permission beforehand and the Client agrees to it in writing. If the Marketer uses employees or subcontractors, the Marketer must make sure they follow the obligations in this paragraph, as well.

4. NON-SOLICITATION. Until this Contract ends, the Marketer 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 Marketer puts out a general ad and someone who happened to work for the Client responds. In that case, the Marketer may hire that candidate. The Marketer 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 Marketer Has Right To Give Client Work Product. The Marketer promises that it owns the work product, that the Marketer 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 Marketer uses employees or subcontractors, the Marketer also promises that these employees and subcontractors have signed contracts with the Marketer giving the Marketer any rights that the employees or subcontractors have related to the Marketer's background IP and work product.

5.4 Marketer Will Comply With Laws. The Marketer 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 Marketer promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Marketer 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 Marketer 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 Marketer if the Marketer 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 Marketer 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 Marketer. 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 Marketer must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Marketer for the work done up until when the Contract ends and will reimburse the Marketer 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 Marketer as an independent contractor. The following statements accurately reflect their relationship:

- The Marketer 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 Marketer is responsible for determining when, where, and how it will carry out the work.- The Client will not provide the Marketer with any training.- The Client and the Marketer do not have a partnership or employer-employee relationship.- The Marketer cannot enter into contracts, make promises, or act on behalf of the Client.- The Marketer is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).- The Marketer 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 Marketer or any of the Marketer's employees or subcontractors.

8. CONFIDENTIAL INFORMATION.

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

8.2 The Client’s Confidential Information. While working for the Client, the Marketer 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 Marketer promises to treat this information as if it is the Marketer's own confidential information. The Marketer may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Marketer use a customer list to send out a newsletter, the Marketer cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Marketer written permission to use the information for another purpose, the Marketer may use the information for that purpose, as well. When this Contract ends, the Marketer must give back or destroy all confidential information, and confirm that it has done so. The Marketer promises that it will not share confidential information with a third party, unless the Client gives the Marketer written permission first. The Marketer must continue to follow these obligations, even after the Contract ends. The Marketer's responsibilities only stop if the Marketer can show any of the following: (i) that the information was already public when the Marketer came across it; (ii) the information became public after the Marketer came across it, but not because of anything the Marketer did or didn’t do; (iii) the Marketer already knew the information when the Marketer came across it and the Marketer didn’t have any obligation to keep it secret; (iv) a third party provided the Marketer with the information without requiring that the Marketer keep it a secret; or (v) the Marketer 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 Marketer each have access to confidential information that belongs to third parties. The Client and the Marketer 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 Marketer 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 Marketer or both. For example, if the Client gets sued for something that the Marketer did, then the Marketer 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 Marketer agrees to indemnify the Client (and its affiliates and its 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 Marketer has done under this Contract; (ii) a breach by the Marketer of its obligations under this Contract; or (iii) a breach by the Marketer of the promises it is making in Section 5 (Representations).

10.3 Marketer Indemnity. In this Contract, the Client agrees to indemnify the Marketer (and its affiliates and its 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 Marketer. The Marketer 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 Marketer'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 Marketer 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 Marketer 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 Illinois govern the rights and obligations of the Client and the Marketer 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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What is a PPC contract?

Whether you’re a newbie in the freelance world or you’re one of the PPC freelance gurus who has been in the market for a while, you need to work with a PPC management contract. The freelance business is very risky, and working without a contract may just put your earnings at risk. The truth is, you’re probably meeting your client for the first time, and so, how are you going to trust them without a PPC agreement? They may never keep their payment promises if there isn’t a binding agreement between you and them. As a freelancer, the last thing you’d want to happen to you is to miss your wages at the end of the project or get less than what you intended. Therefore, to be safe, you better start working with a PPC management contract. 

So, what’s a PPC agreement or PPC management contract?

Simply put, a PPC contract is a document that is used to seal the deal between the PPC consultant and the client. A contract helps both parties understand the terms of the agreement, projections, and milestones. The contract will also help identify the "out of scope" work that has the potential to increase your revenue.

While in most cases you might need the PPC agreement more than the client, they too need it for the sake of the services you offer. Just as you need to be paid at the end of the project, so does your client expects you to carry out the tasks as stipulated by the contract. Sometimes PPC freelancers promise more than what they can deliver and end up disappointing the clients in the end. For this reason, a client also needs to work with a PPC management contract to ensure they get what they pay for. Nobody wants to pay for services they’ve not enjoyed, and you know that, right? That’s why a PPC management contract is of the essence.

So, what exactly is a PPC agreement meant for? Well, you already have a glimpse of this, but it’s not a bad idea to brush through the benefits once more. Just like other contracts, a PPC agreement protects the interest of both parties - you and the client. It ensures both of you are working within your boundaries and delivering as per the expectations. That’s essentially what PPC agreement documents are there for.

They are meant to establish the work to be delivered and the terms and timeframe for providing the work. The agreement will also protect your interests as a consultant. Despite the mutual trust expected from both parties, projects sometimes fail, and you need a solid plan that will protect you from financial loss as well as protect your reputation as a consultant.

PPC Management Contract Template
Image Credits: proposalkit.com

1. Before you start with your PPC management contract

It's widely accepted that the contract process is more successful after a first meeting where a verbal agreement is in place. Before you work on the PPC contract, you may need to walk the potential client through the whole PPC process so that they can scale their expectations to the situation on the ground. Don’t be afraid of saying what you’ll help the client achieve, but of course, ensuring you’re as realistic as possible. It’s good to build confidence in your client, but be truthful in everything you say. 

For starters, there has to be clarity about expectations from both sides. You have to determine what the client wants to achieve - the needs of the client. That means you’ll have to give them an ear to note down their expectations and goals. Remember, they’re hiring you to provide solutions to their business, and so, you better understand their business needs before you begin working. 

You also need to be careful before you commit to the business relationship. Watch out for a client who cannot articulate their needs. You should also be cautious of the clients who expect you to transform their business. Even the best competitive intelligence tools won't help you determine what their companies need. If they expect miracles, you will have a tough time collecting payments, and it can eat into your reputation. Make sure you talk to the client and establish a verbal agreement before you submit a written one.

Don’t let a client push you to the wall. It’s better you drop the contract and look for something more favorable than agree to what you can’t achieve. As we mentioned earlier, a PPC management contract should protect both interests. So, your client should be ready to work with what you can deliver and not force you to achieve what you can’t.

2. Determine the budget for the PPC management contract template

The best way to determine the budget for your PPC contract is to rely on projections, assumptions, and math. Some equations use these three parameters to estimate the number of clients a PPC campaign aims for, and the possible revenue these customers will bring. So, a little mathematics is required here. However, if you’re not so good at numbers, don’t you worry. We’ve got tools in place to help you do this effortlessly within a short time. Just get the relevant software and you’ll be good to go.

Another critical determiner for budgeting is how effective the PPC campaign will be when compared to other existing marketing strategies. For example, PPC campaigns are only considered necessary when other tactics have failed to bring in the projected revenue. Paid advertising can make up for shortcomings of other tactics like SEO and social media marketing. Depending on the performance of the existing marketing channels, you will work out a budget for the contract. Here, you’ll need the help of your client. They know what has worked and what hasn’t worked before. So, they’ll be in a position to guide you.

What should be included in a PPC contract template?

As much as possible, avoid defining projected results in the PPC contract regardless of how much the client insists on it. Remember that results are not always within your control. The client will have to participate if the results are to be realized, and you cannot predict your client's level of commitment. Also, bear in mind that some clients will expect your strategies to be the magic bullet that brings in sales, and this will set them up for disappointment.

Well, the truth is, you’d like to please your client as much as you can to create a good relationship with them. However, that doesn’t mean you make false promises. You should realize that promising more than you can deliver will put you in trouble with them. In fact, it will worsen the relationship than you least expected. While most freelancers may be excited by your projections, they’ll only feel satisfied when you achieve the set goals. So, be careful before you specify the results. You should realize that you’ll bear most of the weight in the end, and so, why tighten things on your side. 

So, even if your client insists that you specify results, be smart enough to escape from it politely. Most freelancers have ended up losing their contracts because they made a promise that they didn’t keep, and you don’t want to be one of them. They say, better safe than sorry. Therefore, protect your freelance business by being as honest as possible in whatever you include in the PPC management contract.

PPC Management Contract Template Sample
Image Credits: slideshare.net

What are the essentials of a PPC contract?

There are a few metrics that influence results.

3.1. Client activity

The results based on the contract assume that the client will play their part. The service provider cannot force the client to participate. That means you’ll achieve results depending on how faithfully you deliver the services expected. Of course, you’ll always do your best to meet your client’s expectations, but it’s not always a guarantee that all will go well. There are some bumps and valleys along the way that both you and the client should prepare for.

3.2. The autonomy of the service provider

Rarely do clients ever relinquish full control of the end-to-end running of the PPC campaign. This lack of independence raises the number of factors that can influence the campaign, making results unpredictable. While your client trusts that you can handle the job well, they still need to be there to ensure things are running as they’d want them to. Definitely, it’s not bad to do this. It only means that your services are somehow guided by the client and that means the results you get at the end of the day are determined by efforts from both sides. That’s why you shouldn’t promise specific results to avoid blames in the end.

3.3. Adjustments drive results

Unless the contract is fully adjusted to the client's market, then you can't get the best results from a PPC campaign. Having been in the freelance business for quite some time, you know that different markets have different demands, and your PPC management should factor this in. If you don’t fully understand your client’s market, then expect some negative results. That’s why you need to carry out thorough market research before you start. But even then, you might never get to exhaust the details of the market before you start. No wonder you shouldn’t make any promises.

In essence

There are simple clauses in the contract that could set you up for failure. Failure to get the correct information on the client's needs will also set you up for failure. Similarly, promising too much will set you up for failure. Therefore be cautious about what you put in your PPC contract.

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