This Internet Marketing Agreement is an agreement between a marketing company and
a client that wants to use the marketing company’s services for internet marketing.
Marketing on the internet is a growing field whereby a company can directly advertise to
a wide number of consumers for a relatively modest price. Customize the information of
the parties, the marketing services that will be provided, the marketing company’s fees,
and more. This agreement can be used by individuals or small businesses that want to
hire or provide internet marketing services.
INTERNET MARKETING AGREEMENT
THIS INTERNET MARKETING AGREEMENT (hereinafter referred to as the
“Agreement”) is hereby made and entered as of _____________________ [Instructions: Insert
the date] by and between ________________________ [Instructions: Insert the name of
Marketing Company] (hereinafter referred to as the “Company”), of
_____________________________________ [Instructions: Insert the Company’s address]
and ________________________ [Instructions: Insert the name of the Client] (hereinafter
referred to as the “Client”), of _____________________________________. [Instructions:
Insert the Client’s address]
WHEREAS, Client desires to engage the services of Company for the purposes of providing
internet marketing services; and subject to the terms and conditions contained herein, Company
desires to accept said engagement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth
below, it is hereby covenanted and agreed by the parties as follows:
1. Services. During the Term, as defined herein, Company agrees to act as an independent
contractor internet marketing consultant for Client and use Company’s best efforts to provide the
following internet marketing services, in a competent fashion, with the highest amount of
professionalism and integrity, in accordance with applicable standards of the profession:
a. Online Marketing Campaigns. Company shall launch online marketing
campaigns and other marketing or promotional activities on the internet.
i. Company shall provide a detailed proposal for each online campaign. The
proposal shall set forth the theme, purpose, content, process and budget of each campaign and
support needed for the campaign.
ii. Company shall organize and implement the marketing campaigns,
including, but not limited to: (1) drafting press releases for the campaigns; (2) publishing press
releases on the internet media; (3) plan, design, prepare and organize materials for the online
campaign activities. .
iii. Client shall provide the necessary support for online activities and shall
coordinate Company with other service providers of Client.
b. Internet Advertising. Company shall provide, or engage on Client’s behalf,
internet advertising agency services including but not limited to:
i. Company shall arrange for the creation of internet advertising strategy and
advertisements placement plans for Client, according to the general marketing plan and market
activity arrangement of Client, taking into consideration the special characteristics of internet
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ii. Company shall arrange for the purchase of all internet advertising
resources on Client’s behalf.
iii. Company shall arrange for the creation, design and production of internet
advertisements and prepare audio-visual and visual literary works according to the approved
proposals. It is expressly understood that the copyright in and to said advertisements and works
shall be owned by Client.
iv. Company shall arrange for the placement of the internet advertisements.
Company shall also be responsible for reviewing the internet advertisements placed and the
effectiveness of hyperlinks.
v. Company shall arrange for the placements of internet advertisements, page
views, clicks, click rates, click costs, page view costs and other data to be analyzed, summarized
and have statistical analysis conducted on such data. Company shall submit monthly and annual
reports summarizing the foregoing to Client.
vi. Company shall arrange for the planning, development, updating and
maintaining of the content of web pages linked to the internet advertisements placed on Client’s
behalf. Company shall ensure that the content of the web pages mentioned above be accurate
c. Client Communication. With respect to all Services performed hereunder,
Company shall provide Client with a marketing and advertising plan and shall use Company’s
best efforts to keep Client informed and updated of Company’s progress. Company shall obtain
Client’s written consent prior to making any material decisions. All advertising proofs must be
approved by Client prior to placement.
2. Term. The term (the “Term”) of this Agreement shall be a period of
_____________________, [Instructions: Insert the length of this agreement] commencing
upon the execution hereof. Unless either party provides _____________________
[Instructions: Insert the amount of notice required to cancel this agreement. e.g. 30 days]
prior written notice, the Agreement shall automatically extend for successive one year renewals.
a. Monthly Fee. In consideration of the Services performed by Company hereunder,
Client shall pay Company a monthly fee in the amount of ___________ Dollars ($_____)
[Instruction: Insert the Company’s monthly fee] (the “Monthly Fee”) payable on the
_____________________ [Instructions: Insert the day of the month the fee is due. e.g. first,
second, fifth, etc.] of the month.
b. Costs and Expenses. Client shall be responsible for all of Company’s actual and
documented costs and expenses including, but not limited to expenses incurred in connection
with: (1) the drafting of press releases for the online marketing campaigns; (2) publishing press
releases on the internet media; (3) planning, designing, preparing and organizing materials for
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the online campaign activities; (4) creation of internet advertising strategy and advertisements
placement plans; (5) the purchase of internet advertising resources; (6) the creation, design and
production of internet advertisements; (7) the placement of the internet advertisements; (8)
analyzing, summarizing and conducting statistical analysis of Client’s advertising data; (9)
planning, development, updating and maintaining of the content of web pages linked to the
internet advertisements; (10) normal travel expenses (mileage at prevailing IRS rate, tolls,
parking, cabs, airfare, train tickets, etc.); (11) lodging; (12) meals; (13) courier and Fed Ex; (14)
printing; (15) copying; (16) and third party fees incurred for the Services. All of Company’s
cost and expenses shall be reimbursed by Client no later than thirty (30) days following Client’s
receipt of Company’s itemized invoice indicating the applicable costs and expenses.
c. Late Payments. In the event that Client fails to make payment of the above fees
and/or costs and expenses, on the dates indicated herein, Client shall be charged a late payment
fee, which shall be equal to interest at the legal rate, compounded monthly. Client shall also be
responsible for all reasonable costs related to recovery of such unpaid payments, including, but
not limited to, administrative and attorney’s fees that may be incurred by Company and/or
Company’s representatives in an effort to collect past due amounts owed to Company for more
than thirty (30) days (“Collection Costs”), which Collection Costs shall be added to the amounts
due to Company and paid by Client. All payments made by Client following the incurrence of
Collection Costs by Company shall first be credited to Collection Costs amounts and then to the
past due invoice until the account is brought current. Additionally, in the event that any invoice
remains unpaid for more than thirty (30) days, Company may, upon providing fourteen (14)
days’ written notice to Client, suspend Services hereunder, until Client’s account is brought
current. In the event of such suspension, Client shall waive all rights and remedies and release
all applicable claims that Client might have against Company as a direct or indirect result of such
d. Inflation. Company reserves the right to increase each of the foregoing fees by
one hundred five percent (105%) at the beginning of the applicable calendar year, to reasonably
account for inflation.
4. Confidentiality. Company shall keep Client's “Confidential Information”, including but
not limited to: business secrets, customer, supplier, logistical, financial, research, development
information, and any information provided to Company 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 Client. 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 Company; (ii) can be
demonstrated in writing to have been rightfully in the possession of Company prior to the
disclosure of such information to Company by Client; (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 Company; or (iv) is supplied to Company 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. Company agrees that any breach by
Company of this paragraph would cause irreparable damage to Client, and in the event of such
breach, Client shall have, in addition to any and all remedies at law, the right to an injunction,
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specific performance or other equitable relief to prevent the violation or threatened violation of
Company's obligations hereunder.
5. Non-Compete. Company agrees that, throughout the Term hereof and for a period of
___________ (___) [Instruction: Insert the duration of the non-compete] thereafter,
Company will not work for or in any way assist any person or entity in the marketing,
advertising or sale of any products that directly compete with the products of Client, without the
prior written consent of Client.
6. Representations, Warranties, Indemnification.
a. Company represents and warrants that: (i) Company is under no contractual or
other restrictions or obligations which are inconsistent with the execution of this Agreement, or
which will interfere with Company’s performance of Company’s services hereunder; (ii)
Company has unencumbered right and power to enter into this Agreement; and (iii) Company
will not create any internet advertising or online marketing that is defamatory of any person or
entity, indecent or obscene, or constitute a statement that is misleading or deceptive or likely to
mislead, or infringes any copyright, trademark or other intellectual or commercial property rights
of any person.
b. Client represents and warrants that: (i) Client is under no contractual or other
restrictions or obligations which are inconsistent with the execution of this Agreement; (ii) Client
has unencumbered right and power to enter into this Agreement; (iii) Client will not provide
Company with any materials that are defamatory of any person or entity, indecent or obscene, or
constitute a statement that is misleading or deceptive or likely to mislead, or infringes any
copyright, trademark or other intellectual or commercial property rights of any person.
c. Company hereby indemnifies and holds harmless Client from any damages,
claims, liabilities, and costs (including reasonable attorney’s fees), or losses of any kind or nature
whatsoever which may in any way arise from Company’s services hereunder, or any breach or
alleged breach by Company of this Agreement, including the representations and warranties set
d. Client hereby indemnifies and holds harmless Company from any damages,
claims, liabilities, and costs (including reasonable attorney’s fees), or losses of any kind or nature
whatsoever which may in any way arise from any breach or alleged breach by Client of this
Agreement, including the representations and warranties set forth herein.
a. Company agrees that the Services will be rendered by Company as an
independent contractor and that this Agreement does not create an employer-employee
relationship between Company and Client. Company agrees to pay all taxes including, self-
employment taxes due in respect of the Commission and to indemnify Client in the event Client
is required to pay such taxes on behalf of Company.
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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. 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.
a. This Agreement is binding upon and shall inure to the benefit of the respective
successors, licensees and/or assigns of the parties hereto. Notwithstanding the foregoing, neither
party may assign or transfer its rights or delegate its obligations under this Agreement without
the other party's prior written consent, which consent will not be unreasonably withheld.
b. This Agreement shall be governed in accordance with the laws of the State of
_________________, [Instructions: Insert the state’s laws that will govern this agreement]
applicable to agreements to be wholly performed therein, without giving effect to its laws
governing conflict of laws.
IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first
__________ [Instructions: Insert Name]
By: Authorized Signatory __________ [Instructions: Insert Name]
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