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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