Preparing a first draft allows both parties to gain clarity and work out final terms.
A marketing service agreement is an important document for those who work on a freelance or consultant basis as independent contractors, versus employees. The agreement provides protections for the service provider as well as the company or individual who hires the provider. The document is usually structured as a consultant agreement. It defines roles, goals, the scope of services and payment terms. It can include confidentiality language to protect intellectual properties and competitive information. The agreement can also describe exit terms in case the relationship is terminated.
Identifies Service Providers and Client/Buyers of Services
Agreements structured with legal language begin by setting what is referred to as the "recital." The overarching goal is to establish the respective entities or individuals that have agreed to enter into an agreement to provide marketing services.
For example, a recital would state: "WHEREAS, John Smith, President of Acme Tools finds MJ Marketing capable of providing marketing services ... and, WHEREAS Mary Jones, Owner of MJ Marketing agrees to provide marketing services to Acme Tools..." The recital identifies by name the key people and companies involved in the agreement. These parties listed will sign the agreement. The signature date also binds the effective starting date of services.
Scope of Services
It is extremely imperative that the agreement clearly outlines the agreed-to scope of services to be provided. Often this area is most scrutinized and utilized in the event of problems or litigation. Most often, this happens because one party believes that services were not provided as promised or payments were not made as agreed to. It is best that the provider of services author this section because the provider best understands the processes used to deliver the work.
Milestones and Timetable for Deliverables
The agreement should describe the deliverables in a way that the client understands and meets their expectations in terms of milestones to be met. Including a timetable for deliverables is a best practice technique. Describe milestones to be achieved and target dates for completion. Since most providers work off-site, this will convey professionalism and respect for the client's need to know that progress is being made, tasks and assignments are being fulfilled, and services will be fulfilled on time and on budget.
Confidentiality and Non-Compete Language
Many clients will want to include language in the agreement that prevents marketing service providers from sharing important information about their products, strategies, formulas, and more. This is understandable given the amount of competitive information that external marketing consultants will have access to and exposure. The client might also include language that limits a provider from entering into a working relationship with a competitor or starting a business that could become a competitor. In most cases the "non-compete" period can range from a several months to one year.
Payment Terms
The second most important section focuses on how payments are to be made. Outline payment due dates, billing and invoicing terms, any applicable discounts, late fees, or liabilities for nonpayment such as collections activities and legal expenses. Include language that details payment terms for billable or out-of-pocket expenses like supplies, travel, subcontractors, presentation materials and more.
