VIEWS: 394 PAGES: 6 CATEGORY: Creating a Marketing Plan POSTED ON: 1/20/2012
This is an agreement between a company and an agency for the agency to create a marketing plan for the company. The agreement provides that the company will pay the agency a fee to prepare, implement and create a marketing campaign for the company's goods or services. The agreement includes the material provisions, including the services to be provided by the agency, the compensation arrangement and the ownership of the marketing plan by the company. This document contains numerous of the standard clauses commonly used in these types of agreements, as well as optional language to allow for customization to ensure the specific terms of the parties' agreement are addressed.
This is an agreement between a company and an agency for the agency to create a marketing plan for the company. The agreement provides that the company will pay the agency a fee to prepare, implement and create a marketing campaign for the company's goods or services. The agreement includes the material provisions, including the services to be provided by the agency, the compensation arrangement and the ownership of the marketing plan by the company. This document contains numerous of the standard clauses commonly used in these types of agreements, as well as optional language to allow for customization to ensure the specific terms of the parties' agreement are addressed. MARKETING AGREEMENT THIS MARKETING AGREEMENT (the “Agreement”) made as of ___________ [Instruction: Insert Date], by and between ___________ [Instruction: Insert Name of Company], ___________ [Instruction: Insert Address] (“Company”), and ___________ [Instruction: Insert Name of Agency], ___________ [Instruction: Insert Address] (“Agency”). WHEREAS, Company desires to hire an advertising agency to prepare and create a targeted marketing campaign for Company’s goods and/or services (the “Marketing Campaign”); WHEREAS, Agency is an advertising agency skilled at preparing, implementing, and creating targeted advertising campaigns; WHEREAS, Company desires to engage Agency to prepare and create the Marketing Campaign, and, subject to the terms and conditions hereof, Agency desires to accept said engagement. NOW, THEREFORE, in consideration of the promises and other good and valuable consideration set forth, the parties agree as follows: 1. Services. Agency agrees to act as an independent contractor consultant for Company in connection with the preparation, implementation, and creation of the Marketing Campaign, and such further services as may mutually be agreed (collectively, the “Services”). Agency shall use best efforts to conduct the Marketing Campaign in a professional manner and in a competent fashion, with the highest amount of professionalism and integrity, in accordance with applicable standards of the profession, all subject to approval of Company and the guidelines sets forth in Exhibit “A”, attached hereto and incorporated herein. 2. Compensation. In consideration of the Services performed by Agency hereunder, Company shall pay Agency an agency fee of ___________ Dollars ($____) [Instruction: Insert Amount] (the “Agency Fee”). ___________ percent (____%) [Instruction: Insert Percentage] of the Agency Fee shall be due and payable upon execution hereof, the remainder of the Agency Fee shall be due and payable upon the completion of Agency’s services and receipt by Company of a final copy of the Marketing Plan. It is understood that the Agency shall bear all costs, fees and expenses incurred in connection with the Services and the Agency Fee shall be sole compensation payable by Company. 3. Ownership. Upon receipt of the complete Agency Fee hereunder, Agency agrees to irrevocably assign to Company all right, title and interest in and to the Marketing Plan prepared hereunder, and any and all materials and notes relating thereto that are conceived, reduced to practice or made by Agency alone or jointly with others in the course of performing the Services. 4. Reports. Agency agrees to keep Company advised as to Agency’s progress in performing the Services and, as reasonably requested by Company, prepare written reports with respect thereto. All such reports prepared by Agency shall be the sole property of Company. 5. Confidentiality. Agency shall keep Company's “Confidential Information”, including but not limited to: business secrets, customer, supplier, logistical, financial, research, development information, and any information provided to Agency on a confidential basis or with a binder of secrecy, confidential and shall not disclose them to any third party without the prior written consent of Company. Notwithstanding the foregoing, the Confidential Information shall not include any information which: (i) can be demonstrated to have been in the public domain or was publicly known or available prior to the date of the disclosure to Agency; (ii) can be demonstrated in writing to have been rightfully in the possession of Agency prior to the disclosure of such information to Agency by Company; (iii) becomes part of the public domain or publicly known or available by publication or otherwise, not due to any unauthorized act or omission on the part of Agency; or (iv) is supplied to Agency by a third party without binder of secrecy, so long as that such third party has no obligation to Company or any of its affiliated companies to maintain such information in confidence. Agency agrees that any breach by Agency of this paragraph would cause irreparable damage to Company, and in the event of such breach, Company shall have, in addition to any and all remedies at law, the right to an injunction, specific performance or other equitable relief to prevent the violation or threatened violation of Agency's obligations hereunder. 6. Miscellaneous. A. Agency agrees that the Services will be rendered by Agency as an independent contractor and that this Agreement does not create an employer-employee relationship between Agency and Company. Agency shall have no right to receive any employee benefits including, but not limited to, health insurance, life insurance, sick leave and/or vacation. Agency agrees to pay all taxes including, self-employment taxes due in respect of the Commission and to indemnify Company in the event Company is required to pay such taxes on behalf of Agency. B. This Agreement constitutes the entire agreement between the parties hereto with respect to the specific subject matter hereof and supersedes all prior agreements or understandings of any kind with respect to the specific subject matter hereof. C. In the event that any provision or part of this Agreement shall be deemed void or invalid by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full force and effect. D. Any modification to this Agreement must be in writing and signed by the parties or it shall have no effect and shall be void. E. This Agreement is binding upon and shall inure to the benefit of the respective successors, licensees and/or assigns of the parties hereto. Company may assign any or all of Company’s rights and/or obligations hereunder to any assignee, licensee or designee of Company, and all succeeding assignees, licensees or designees. Agency may not assign any of Agency’s rights and/or obligations hereunder without Company’s prior written consent. F. The waiver by either party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation. G. This Agreement shall be governed in accordance with the laws of the State of _____________ [Instruction: Insert State], applicable to agreements to be wholly performed therein, with jurisdiction exclusive to the Federal and State courts located in the County of _____________ [Instruction: Insert County], State of ______________ [Instruction: Insert State]. IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first written above. COMPANY: ________________________________ [Instruction: sign] By: ___________________________ [Instruction: Insert Name of Signatory] Title: ___________________________ [Instruction: Insert Title of Signatory] AGENCY: ________________________________ [Instruction: sign] By: ___________________________ [Instruction: Insert Name of Signatory] Title: ___________________________ [Instruction: Insert Title of Signatory] Exhibit “A” Marketing Plan Guidelines
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