A Marketing Service Agreement is an agreement between a marketing agency (the service provider) and their client that details the terms under which the service provider will provide their marketing services.
There are many different types of services a marketing agency may provide, including marketing strategy consulting, content development, digital marketing, social media management or PPC (pay-per-click). The exact services provided under each of these categories may also vary.
A Marketing Services Agreement ensures that the services to be provided are clear, the fee structure is agreed, and the intellectual property of both parties is protected.
What Does A Marketing Service Agreement Cover?
Statement of Work
As many marketing agencies provide different services to various clients, many Marketing Service Agreements will often include two sections: a Statement of Work and Standard Terms.
A Statement of Work is like an “order form” through which the service provider can detail the specifics of the services which they will be undertaking for the client.
This allows the marketing agency the flexibility to adjust the key terms of the contract using a Statement of Works, and keep the legal conditions in the Standard Term the same for each client, regardless of the services provided.
A Statement of Work is usually presented as a table on the first page of the contract, which details:
- the name of the client;
- the services that will be provided;
- the start date of the project;
- the project period;
- the timing of the deliverables (including any deadlines or schedules, if applicable);
- the fees for each of the services (including if the services are billed as a monthly rate or fixed fee);
- the payment terms (such as when invoices issued are payable); and
- any Special Conditions which vary the Standard Terms.
A well-drafted Marketing Service Agreement clearly sets out the services that the marketing agency will provide, which ensures that the scope of the services to be provided is clearly defined and the client’s expectations align with this scope.
The Standard Terms will vary for each marketing agency, as they depend upon the particular services the agency provides.
However, most Marketing Services Agreements will include terms relating to the following aspects of the service provider & client’s relationship.
Marketing agencies usually require access to the client’s website, social media accounts or data to perform their services.
For this reason, the Agreement usually requires the client to provide the marketing agency with all documentation, information and assistance reasonably required by the service provider to perform their services — including passwords, reports and confidential business information.
Confidential information provided by the client to the marketing agency is usually also protected in the Marketing Service Agreement to ensure that this information is not used for the wrong purpose.
Intellectual property is a key consideration in all creative industries, including marketing and digital services.
It is essential to ensure that all parties understand and agree upon who owns intellectual property brought to the relationship (often called “existing IP”). Parties must also agree upon who owns intellectual property developed in the course of the service provider providing services to the client (often called “developed IP”).
The client usually needs to grant the service provider a licence to use their content to the extent required to perform their services. In doing this, the client will usually agree that their content does not infringe any third party’s IP rights.
The marketing agency may also retain ownership in any IP developed in the course of their engagement with the client, and grant the client a licence to use the IP so that they can obtain the benefit of the service provider’s services.
This means that if your business engages a marketing agency to develop a new social media campaign, the marketing agency may retain the IP in the social media campaign and use it as part of their portfolio when pitching their services to other prospective clients.
Limitation of Liability
Limitation of liability clauses set out how much the service provider will be liable in the event that something goes wrong in the course of providing their services.
This is in the interests of the marketing agency, as it helps limit how much money the client can sue them for in the event that something goes wrong.
All service agreements include a clause setting out how each party may terminate the contract.
Termination clauses are important to ensure that the service provider can’t cancel on the client mid-way through a project. Similarly, they ensure the client can’t cancel on the service provider without paying them for the work they’ve already undertaken at the point of termination.
Having a good lawyer draft a Marketing Services Agreement ensures that both parties are protected.
If you need help getting a Marketing Services Agreement drafted, we’re here to help! You can reach us on 1800 730 617 or firstname.lastname@example.org.
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