SOCIAL MEDIA MARKETING AGREEMENT

This Social Media Marketing Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE COMPANY], having registered office at [INSERT ADDRESS OF THE COMPANY] (hereinafter referred to as the “Company/Agency” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE COMPANY], having registered office at [INSERT ADDRESS OF THE COMPANY] (hereinafter referred to as the “Client” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Company” and the “Client” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Company is engaged in providing various social media marketing services and possesses necessary skills, expertise, qualifications to provide the requested digital marketing and promotional services.
2. The client desires to engage the Company for social media marketing services.
3. The Company and Client mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1.  "Company" refers to an individual or entity providing the social media marketing services to the client under this agreement.
   2.  "Client" refers to an individual or an entity engaging the social media marketing services of the Company under this Agreement.
   3. "Services" shall mean the social media marketing services provided by the Company to the Client, as detailed in the Scope of Services.
   4. “Digital Marketing Materials” shall mean all promotional content, including but not limited to banners, links, images, videos, text, and advertisements provided to the Company by the Client for the purpose of enhancing Client’s brand visibility and engagement.
   5. Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party (Company) to the other party (Client) in connection with this agreement, whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   6. “Intellectual Property” refers to any patents, trademarks, service marks, trade names, copyright, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this agreement thereof.
2. SCOPE OF SERVICE
   1. The Company agrees to provide following social media marketing services to the Client as per the client’s preference and choice, subject to the terms and conditions of this agreement.[INSERT SERVICES PROVIDED BY THE COMPANY]
   2. The Company shall perform the Services diligently and in a professional manner, applying their expertise and best efforts. Any changes or modifications to the Scope of Services must be agreed upon in writing and signed by both parties as an addendum to this Agreement.
3. TERMS
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
4. OBLIGATIONS OF THE COMPANY
   1. Company shall provide social media marketing services to the client in a timely and professional manner with access to relevant reports and statistics detailing the performance of the company’s marketing activities, subject to the terms of this Agreement.
   2. Company shall strive to maintain the quality and integrity of its services to ensure that client have a positive experience. The Company shall promptly address any issues or complaints raised by Clients regarding the services provided.
   3. Company must comply with deadlines, milestones, or schedules mutually agreed upon with the Client for the execution of the social media marketing services.
   4. The Company agrees to conduct its business operations and marketing activities in compliance with all applicable laws, regulations, and industry standards. The Company shall provide the Client with accurate and truthful information regarding its services.
5. OBLIGATION OF THE CLIENT
   1. Client shall provide accurate and complete information or preferences regarding the desired social media marketing services to the Company. Client shall also provide feedback or any changes updates, or concerns regarding the marketing campaigns promptly to the Company.
   2. Client shall make timely payments for the services rendered by the Company, as per the agreed-upon terms and conditions outlined in this Agreement.
   3. Client must ensure that all social media marketing materials such as content, images, and materials provided to the Company for use in social media marketing campaigns comply with applicable laws and regulations, including copyright and trademark laws.
   4. Client must refrain from engaging in any activities that may hinder or disrupt the Company’s ability to perform the social media marketing services effectively.
6. PAYMENT
   1. In consideration for the social media marketing services, the Client shall pay the Company a maximum total of [INSERT TOTAL AMOUNT] for the opted service, plus any other taxes imposed by any federal, state or local government and any other amounts owed under this Agreement to the Company.
   2. All payments made to the Company under this Agreement must be in [INSERT CURRENCY].
   3. The Client agrees to pay the amount within [INSERT NUMBER OF DAYS] business days. The payment shall be made via [INSERT MODE OF PAYMENT].
7. REPRESENTATION AND WARRANTIES
   1. The Company represents and warrants that it is duly organized and validly existing under the laws of its jurisdiction and has the legal authority to operate its business and offer its services.
   2. Both Company and Client represent and warrant that each Party has full power, authority and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement. No other consents are necessary to enter into or perform this Agreement.
   3. Both parties mutually represent and warrant that they will not engage in any actions or activities that would cause the other party's reputation or business to be negatively affected.
8. ACCESS AND LICENSE
   1. Subject to the terms and conditions of this agreement, the Company grants a non-exclusive, non-transferable right to access and use the social media marketing services provided by the Company. The Client agrees to use the social media marketing services solely for its internal business purposes and in accordance with the terms of this agreement.
   2. The Client shall not, directly or indirectly:
      1. sublicense, distribute, or otherwise transfer the access or license granted herein to any third party;
      2. Modify, adapt, translate, reverse, decompile, disassemble, or create derivative works based on the specified service.
      3. Use the services in any manner that violates applicable laws or regulations or infringes upon the rights of any third party.
9. CONFIDENTIALITY
   1. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not:
      1. use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or
      2. To disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   2. Parties agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   3. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
10. INTELLECTUAL PROPERTY RIGHTS
    1. Any original content created by the Agency specifically for the Client under this Agreement, including but not limited to graphics, videos, text, and marketing materials, shall be the exclusive property of the Client upon full payment.
    2. The Agency retains ownership of any pre-existing intellectual property, templates, strategies, and proprietary methods used in the performance of the Services, but grants the Client a limited, non-exclusive, non-transferable license to use such materials solely for the purposes of this Agreement.
    3. The Client grants the Agency a limited, non-exclusive license to use logos, trademarks, and branding materials solely for the purpose of executing this Agreement.
    4. The Agency reserves the right to showcase general aspects of the work for portfolio, promotional, or case study purposes unless otherwise restricted by a written agreement.
    5. The Client shall not claim ownership over any third-party content, stock images, licensed music, or other external materials used in the marketing process. The Agency shall ensure that any third-party materials used comply with licensing requirements and provide the Client with necessary details regarding usage rights.
    6. If the Agreement is terminated before full payment, the Agency retains all ownership rights to the created content, and the Client shall not have any right to use, distribute, or modify the materials unless otherwise agreed in writing.
11. TERMINATION
    1. Either party may terminate this Agreement for material breach on [INSERT NUMBER OF DAYS] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
       1. this Agreement provides a specific date or period for performance of the obligation breached; or
       2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
    2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
    3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
12. INDEMNIFICATION
    1. Each party [INSERT THE NAME OF THE INDEMNIFYING PARTY] shall indemnify, defend, and hold harmless the other party, its affiliates, officers, directors, employees, agents, successors, and assigns [INSERT THE NAME OF “INDEMNIFIED PARTY”] from and against any and all claims, demands, actions, suits, or proceedings initiated by third parties, as well as any resulting liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, to the extent such claims arise from;
       1. any breach by the Indemnifying Party of its covenants, agreements, or obligations under this Agreement;
       2. any inaccuracy or material misrepresentation in the representations or warranties made by the Indemnifying Party; or
       3. Any claim that the use, licensing, or commercialization of intellectual property or proprietary rights by the Indemnifying Party infringes, misappropriates, or otherwise violates the rights of any third party. The Indemnified Party shall provide prompt written notice of any claim for which indemnification is sought, and the Indemnifying Party shall have the right to assume and control the defense with counsel of its choosing, subject to the Indemnified Party’s reasonable approval.
    2. The Indemnified Party shall cooperate in good faith, and while it may participate in the defense at its own expense, the Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if such settlement imposes liability, does not provide a full release, or includes an admission of wrongdoing. Indemnification shall not apply to the extent that the claim arises from the Indemnified Party’s own willful misconduct, negligence, or material breach of this Agreement.
13. LIMITATION OF LIABILITY
    1. In no event shall the Company be liable to Client, its employees or any person acting on its behalf, whether in contract, tort (including negligence) or damages of any kind including special, indirect, incidental, consequential, punitive, exemplary, or tort damages arising out of or relating to this Agreement. The maximum aggregate amount that the Client or any Party claiming through it can recover from the Company for all claims arising from, under or relating to this Agreement (whether in contract, tort including negligence or otherwise) will in no event exceed the value of the services performed under this Agreement till the date on which such claim arose.
14. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
15. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Company and Client
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
16. FORCE MAJEURE
    1. In the event that either party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of any Act of God, strike, fire, flood, governmental acts, orders or restrictions, Internet system unavailability, system malfunctions, pandemic or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party (a “Force Majeure Event”), the party who has been so affected shall give notice immediately to the other party and shall use its reasonable best efforts to resume performance. Failure to meet due dates resulting from a Force Majeure Event shall extend such due dates for a reasonable period. However, if the period of nonperformance exceeds [INSERT NUMBER OF DAYS] days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been affected may, by giving written notice, terminate this Agreement effective immediately upon such notice or at such later date as is therein specified.
17. ACCESS AND LICENSE
    1. Subject to the terms and conditions of this agreement, the Company grants a non-exclusive, non-transferable right to access and use the social media marketing services provided by the Company. The Client agrees to use the social media marketing services solely for its internal business purposes and in accordance with the terms of this agreement.
    2. The Client shall not, directly or indirectly:
       1. sublicense, distribute, or otherwise transfer the access or license granted herein to any third party;
       2. modify, adapt, translate, reverse, decompile, disassemble, or create derivative works based on the specified service.
       3. Use the services in any manner that violates applicable laws or regulations or infringes upon the rights of any third party.
18. DATA PROTECTION
    1. Both Parties agree to comply with all applicable data protection laws and regulations in connection with the processing of personal data under this Agreement, including any highly sensitive personal information. Personal data shall be collected, processed, and stored lawfully, fairly, and transparently for specific and legitimate purposes. Each Party shall implement appropriate technical and organizational measures to protect personal data from unauthorized access, disclosure, alteration, or destruction. Data transfers across jurisdictions shall only occur in compliance with legally recognized mechanisms.
    2. In the event of any actual or suspected data breach affecting Customer data, including highly sensitive personal information, the Service Provider shall promptly notify the Customer in writing and provide all reasonable assistance to mitigate risks and comply with applicable breach notification requirements. Each Party shall ensure that data subjects can exercise their rights regarding access, rectification, erasure, restriction of processing, and objection to automated decision-making. Any third-party processing must be governed by a legally binding agreement ensuring compliance with applicable laws. Upon termination of this Agreement, personal data shall be securely deleted unless legal obligations require retention. This clause shall be governed by applicable data protection laws, and disputes shall be resolved in accordance with those regulations.
19. NON- DISPARAGEMENT
    1. The Parties agree that neither they nor any of their representatives, agents, employees, or affiliates shall, directly or indirectly, make or publish any statements, comments, or communications, whether orally, in writing, or electronically, including through any channel such as social media platforms, websites, forums, or other public or private means, that disparage, defame, or negatively portray the other Party, its business, products, services, employees, or reputation.
    2. This clause does not prohibit a Party from making truthful statements when required by law, regulation, or valid court order, provided the Party uses reasonable efforts to provide prior notice to the other Party, to the extent permitted by law.
20. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions. In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
       1. If to the Company: [INSERT EMAIL ID OR/AND ADDRESS OF THE COMPANY/AUTHORITY]]
       2. If to the Client: [INSERT EMAIL ID OR/AND ADDRESS OF THE CLIENT]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
21. INDEPENDENT CONTRACTORS
    1. It is understood and agreed that this Agreement does not create a fiduciary relationship between Client and the Company shall be of independent contractors, and that nothing in this Agreement is intended to make either party a general or special agent, legal representative, partners or employee of the other for any purpose or to grant either Client or Company the right to direct or supervise the daily affairs of the other.
    2. Client acknowledges and agrees that during the term of this agreement the Company may hire assistants or sub-contractors to perform the social media marketing services. The Client shall not withhold any taxes or any amount or payment due to the Company and which it owes to the Company in regard to the services rendered by it to the Client.
22. MISCELLANOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the [INSERT LANGUAGE].
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
23. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
24. DECLARATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Client

Name: [INSERT NAME OF THE COMPANY/SIGNING AUHTORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF COMPANY]

Signed, sealed and delivered on behalf of Company

Name: [INSERT NAME OF THE CLIENT/SIGNING AUHTORITY AND DESIGNATION]

Signature: 

Date: [INSERT SIGING DATE OF CLIENT]