Digital Marketing Services Agreement

This Digital Marketing Services Agreement ("Agreement") is made and entered into as of
[DATE] by and between [CLIENT NAME], a [CLIENT TYPE - e.g., corporation, sole
proprietorship] with its principal place of business at [CLIENT ADDRESS] ("Client"), and
[AGENCY NAME], a [AGENCY TYPE - e.g., corporation, LLC] with its principal place of
business at [AGENCY ADDRESS] ("Agency").

WHEREAS, Client desires to engage Agency to provide digital marketing services; and

WHEREAS, Agency has the expertise and resources to provide such services;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained

1. Services:

1.1. Scope of Services: Agency shall provide the following digital marketing services to Client
(the "Services"):
* [List specific services, e.g., Search Engine Optimization (SEO), Search Engine Marketing
(SEM/PPC), Social Media Marketing (SMM), Content Marketing, Email Marketing, Analytics and
Reporting, Website Optimization, etc.]
* [Provide detailed descriptions of each service, including deliverables, frequency, and specific
platforms.]
* [Example: SEO: Keyword research, on-page optimization, link building, monthly reporting on
keyword rankings and website traffic.]
* [Example: SMM: Management of Client's Facebook, Instagram, and Twitter accounts,
including content creation, posting, community engagement, and monthly performance reports.]
1.2. Deliverables: Agency shall provide Client with the following deliverables:
* [List specific deliverables, e.g., monthly reports, keyword ranking reports, social media content
calendars, ad campaign performance reports, etc.]
* [Specify the format and frequency of deliverables.]
1.3. Changes to Services: Any changes to the scope of Services must be agreed upon in writing
by both parties.
2. Term and Termination:

2.1. Term: This Agreement shall commence on [START DATE] and shall continue for a period
of [DURATION - e.g., one year, six months] (the "Initial Term"). Thereafter, this Agreement shall
automatically renew for successive [RENEWAL PERIOD - e.g., one-month, three-month] terms
unless either party provides written notice of non-renewal at least [NOTICE PERIOD - e.g., 30
days] prior to the end of the then-current term.
2.2. Termination for Cause: Either party may terminate this Agreement for cause upon written
notice if the other party materially breaches any provision of this Agreement and fails to cure
such breach within [CURE PERIOD2 - e.g., 30 days] after receiving written notice of the breach.
2.3. Termination for Convenience: Client may terminate this Agreement for convenience upon
[NOTICE PERIOD] written notice to Agency, subject to payment for all Services rendered up to
the effective date of termination. Agency may terminate for convenience with a [NOTICE
PERIOD] notice, and return any prepaid amounts for unrendered services.
2.4. Effect of Termination: Upon termination of this Agreement, Agency shall deliver to Client all
deliverables and materials created or used in connection with the Services. Client shall pay
Agency for all Services rendered and expenses incurred up to the effective date of termination.
3. Fees and Payment:

3.1. Fees: Client shall pay Agency the following fees for the Services:
* [Specify the fee structure, e.g., monthly retainer, hourly rate, project-based fee, performance-
based fee.]
* [Provide a detailed breakdown of the fees for each service.]
* [Example: Monthly retainer of $X for SEO and $Y for SMM.]
* [Example: Hourly rate of $Z for content creation.]
3.2. Expenses: Client shall reimburse Agency for all reasonable out-of-pocket expenses
incurred in connection with the Services, subject to prior approval by Client.
3.3. Payment Terms: Client shall pay Agency within [PAYMENT TERMS - e.g., 30 days] of
receipt of an invoice.
3.4. Late Payment: Late payments shall accrue interest at a rate of [INTEREST RATE - e.g.,
1.5%] per month or the maximum rate permitted by law, whichever is lower.
4. Intellectual Property:

4.1. Client Property: Client shall retain ownership of all intellectual property rights in its existing
materials and trademarks.
4.2. Agency Property: Agency shall retain ownership of all intellectual property rights in its
proprietary tools, methodologies, and pre-existing materials.
4.3. Work Product: Upon full payment, Client shall own all intellectual property rights in the
deliverables created specifically for Client under this Agreement, excluding Agency's proprietary
tools and methodologies.
4.4. Usage Rights: Agency grants Client a non-exclusive, non-transferable license to use
Agency's tools and methodologies solely for the purpose of the Services provided under this
Agreement.
5. Confidentiality:

5.1. Confidential Information: Both parties agree to keep all confidential information of the other
party confidential and not to disclose it to any third party without the other party's written
consent, except as required by law.
5.2. Non-Disclosure: This obligation of confidentiality shall survive the termination of this
Agreement.
6. Representations and Warranties:

6.1. Agency Representations: Agency represents and warrants that it has the expertise and
resources to provide the Services in a professional and workmanlike manner.
6.2. Client Representations: Client represents and warrants that it has the right to provide
Agency with all materials and information necessary for the performance of the Services.
6.3. Disclaimer: Agency makes no warranties or guarantees regarding specific results or
outcomes of the Services, including but not limited to increased website traffic, sales, or
conversions.
7. Limitation of Liability:

7.1. Limitation: In no event shall either party be liable for any indirect, incidental, consequential,
or punitive damages arising out of or in connection with this3 Agreement.
7.2. Maximum Liability: Agency's total liability under this Agreement shall not exceed the total
fees paid by Client to Agency during the [LIABILITY PERIOD - e.g., six months] preceding the
event giving rise to the liability.
8. Indemnification:
8.1. Client Indemnification: Client shall indemnify and hold Agency harmless from any claims
arising out of Client's breach of this Agreement or its use of the deliverables.
8.2. Agency Indemnification: Agency shall indemnify and hold Client harmless from any claims
arising out of Agency's breach of this Agreement or its negligence in performing the Services.
9. Governing Law and Dispute Resolution:

9.1. Governing Law: This Agreement shall be governed by and construed in accordance with
the laws of4 [STATE/COUNTRY].
9.2. Dispute Resolution: Any disputes arising out of or in connection with this Agreement shall
be resolved through [DISPUTE RESOLUTION METHOD - e.g., mediation, arbitration] in
[LOCATION].
10. Entire Agreement:

10.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties
and supersedes all prior agreements and understandings,5 whether written or oral.
10.2. Amendments: This Agreement may be amended only by a written instrument signed by
both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement6 as of the date first above
written.

[CLIENT NAME]

By: ____________________________

Name: ____________________________

Title:7 ____________________________

[AGENCY NAME]

By: ____________________________

Name: ____________________________

Title: ____________________________