Two24 Digital Marketing – Marketing Services Agreement

At Two24 Digital Marketing, we believe strongly in transparency, which is reflected in our Marketing Services Agreement. We are currently in the process of updating our agreement, but wanted to include a copy of it for anyone who’d like to review it. We do amend it in particular cases and are flexible to working with our clients to ensure all parties involved feel completely comfortable. Here are some key features of working with us.

  • No Long Term Contracts, 30 days notice is all we ask.
  • Surprises happen and the world changes fast, if business takes a turn and you can afford your bill this month, don’t worry about it. We’ll give you the time you need and keep delivering our services.
  • We will never increase prices or management fees unless we are adding value and communicating that to you.
  • What we create for you, is yours to use however and whenever you’d like. If our partnership ever ends, you’re welcome to continue using any assets we’ve produced for you.
  • We will ALWAYS disclose to you what our management fees are, any direct expenses to your account, so you always know where your money is being spent.
  • We know we provide value and we work extremely hard for our clients so we can justify what margins we make off of our services, which we’re always willing to disclose to you. Ask your current agency how much money they’re making off of you, good luck getting a straight answer.

Two24 Digital Marketing – Current Standard Marketing Services Agreement

THIS MARKETING SERVICES AGREEMENT (this “Agreement” or this “Marketing Services Agreement” or this “MSA”) is entered into on TODAY’S DATE (“Effective Date”), by and between Two24 Digital Marketing (or Two24 Digital), an LLC organized (Add under states law or statement provided by NC regulation) and existing with offices in North Carolina and Maine, with addresses of 110 Tandberg Trail, Windham, Maine 04062 and 1325 Middle Sound Loop Road, Wilmington, North Carolina, 28411 (“We” or “Contractor”) and [Client.Company] , a company organized and existing in the State of [Client.Location] , with an address at [Client.Address] (“Client” or “You”).

In consideration of the mutual covenants set forth herein, and intending to be legally bound thereby, the parties agree as follows:

The following definitions govern the meanings of the capitalized terms used in this Marketing Agreement:

“Certificate” shall mean a document created by Contractor and issued to Client that indicates that Contractor is a Remarketer for Client Products.

“Customer” shall mean (i) an entity with its headquarters in the Territory (defined below), and persons with their residence in the Territory and (ii) with Company’s prior written permission, an entity that is a subsidiary of a Customer, where the sales decision regarding the Product is made for the entity by the Customer.

“Documentation” shall mean the user manual, if any, and specifications, if any, for the Product.

“Order” or “Orders” shall mean a Company-created contract for the purchase of Product(s) by Customer(s). “Personal Data” shall mean information relating to persons.

“Products” are those listed on Exhibit 1 hereto.

“Purchase” shall mean the purchase of Product for resale in the Territory.

“Quarter” shall mean each three-month calendar period commencing with the Effective Date of this Agreement except the first Quarter will be from the Effective Date to the date that is the last day of the first two calendar months after the Effective Date. NOT USED?

“Quarterly” shall refer to a “Quarter”.

“Remarketer” a business entity that acquires Products or Services for the purpose of marketing. NOT USED?

“Sale” shall mean when each of these occurs: Customer executes an Order, Company receives the Order from Remarketer and Company accepts the Order.

“Service” shall be the performance of a task, provision of advice and counsel, assistance, support, or access to a resource (such as an information database) that Client may approve you to market. DELETE THIS SECTION WHILE ADDING THE RELEVANT PIECES TO THE SERVICE PROVIDED SECTION BELOW

“Term” shall mean the term of this Agreement.

Background:

The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.

The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

Services Provided:

The Client hereby agrees to engage the Contractor to provide the Client with services (the “Services”) consisting of:

Digital Presence Management Marketing, and Consulting Services that can include:

Websites, eCommerce, Customer Management Systems (CMS / CRM) Management, Email Marketing, Social Media Platform Management, Social Media Platform Marketing, Local Search Engine Optimization, Organic Search Engine Optimization and Pay-Per-Click Campaign Management, OTT (Over The Top – Often referred to as Connected TV) commercial spots.

The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

Term of Agreement:

The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect for 90-days and then renew for 30-day periods until terminated as provided in this Agreement.

In the event that either Party wishes to terminate this Agreement, that Party will be required to provide at least 30 days notice to the other Party.

After the first 90-day term this Agreement may be terminated at any time by mutual agreement of the Parties.

Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.

Performance:

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Currency:

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in US Dollars.

Compensation:

For the services rendered by the Contractor as required by this Agreement, the Client will provide compensation (the “Compensation”) to the Contractor at the rate of $XX.00 per month via a valid credit card subscription to be provided during the signup process. A deposit of $XXX.00 (the “Deposit”) will be payable to the Contractor before any work will begin. The Compensation will be payable on a monthly basis, while this Agreement is in force by automatic credit card recurring payments. The Compensation as stated in this Agreement does not include sales tax or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.

IN THE EVENT CLIENT FAILS TO PAY COMPENSATION IN ACCORDANCE WITH THIS AGREEMENT, THAN CLIENT SHALL BE LIABLE FOR CONTRACTORS EXPENSES INCLUDING REASONABLE ATTORNEY’S FEES TO COLLECT OVERDUE COMPENSATION

Reimbursement of Expenses:

In connection with providing the Services hereunder, the Contractor will only be reimbursed for expenses that have been approved in advance. The Contractor will furnish vouchers to the Client for all such expenses.

Additional Resources:

The Client agrees to provide, for the use of the Contractor in providing the Services, the following resources:

Depending on digital marketing’s services provided we will need admin level access to Domain and Web Hosting Providers, Google Analytics, Google AdWords, Facebook Business Page, Google-My-Business Page and other online tools and portals.

Confidentiality:

Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client. The Contractor agrees that it will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client. This obligation will end on the expiration or termination of this Agreement. All written and oral information and materials disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor. Confidentiality does not apply to performance analytics which for various reasons, at the sole discretion of The Contractor, may be used, shared, or promoted, provided no customer personally identifiable non public information is revealed and the Clients name and/or specific information that would reasonably lead to revealing the Clients name is shared.

Non-Competition:

Other than with the express written consent of the Client, which will not be unreasonably withheld, the Contractor will not be directly or indirectly involved with a business which is in direct competition with the particular business line of the Client, within a reasonable geographic area, divert or attempt to divert from the Client any business the Client has enjoyed, solicited, or attempted to solicit, from other individuals or corporations, prior to the expiration or termination of this Agreement. This does not apply to products or services the Client has made available through eCommerce outside of their geographic area. These obligations will end on the expiration or termination of this Agreement.

Ownership of Materials, Original Content, Intellectual Property, & Web Properties:

All intellectual property and related materials (the “Intellectual Property”) including any related work in progress that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. Original content and ad copy is solely owned and retained by the Contractor. Web properties are solely owned and retained by the Contractor and at the termination of this agreement, remain the sole property of the Contractor until such time as an agreement can be reasonably reached to transfer ownership from the Contractor to the Client for consideration to be agreed to by both parties.

Return of Property:

Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

Capacity/Independent Contractor:

In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

Notice:

All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as via email or to such other address as any Party may from time to time notify the other.

Indemnification:

Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

WRITE OUT IN PLAIN ENGLISH WHAT I WANT TO SAY/HOW TO PROTECT MYSELF IN THE EVENT ADVERTISING CAUSES THE CLIENT TO BE SUED

HERE IS THE PLACE TO INSERT THE LIMITATION OF LIABILITY…

Additional Clause:

The initial term of service is 90-days and is noncancelable and nonrefundable. After the first 90-day term the service agreement renews for 30 days automatically.

Modification of Agreement:

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

Time of the Essence:

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

Assignment:

The Contractor may voluntarily, or by operation of law or agreement, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

Entire Agreement:

It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Enurement:

This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.

Governing Law:

This Agreement and the relationship of the parties shall be governed by the laws of the State of North Carolina.

Severability:

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Waiver:

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

IN WITNESS WHEREOF, and intending to be legally bound, the parties have executed this Agreement through their authorized representatives on the date first above written.

Signed:_____________________________

[ Client.Name & Client.Title ]

[ Client.Company ]

Signed: _____________________________

Michael Moran – Managing Partner

Two24 Digital Marketing

Authorized Products and Pricing:

Products & ServicesBuild Out / One-Time InvestmentMonthly Investment
Domain & Hosting$XX.XX$XX.XX
G-Suite Admin$XX.XX$XX.XX
Web Design & Maintenance $XX.XX$XX.XX
Social Media Management – Facebook / Instagram$XX.XX$XX.XX
Social Media Marketing – Youtube$XX.XX$XX.XX
Google My Business Set Up / Optimization$XX.XX$XX.XX
Google – Analytics / Search Console Set Up / Optimization$XX.XX$XX.XX
Listings Management$XX.XX$XX.XX
Total Build Out Investment:Total Monthly Investment:
$XX.XX

(50% Due at Initiation of MSA – Remainder Due on Launch of Site/Services)

$XX.XX

(5% Discount when paid in advance of the month)