Master Online Marketing Services Agreement

by Practical Law Commercial Transactions

A Standard Document for an agreement between a provider of online marketing services (sometimes referred to as digital marketing services) and its client drafted with terms intended to be reasonable to both the provider and the recipient of the services. This Standard Document is structured as a master services agreement to be used with statements of work (SOWs) for individual projects. It addresses key legal and commercial issues, including the scope of services, performance standards, and the roles of key personnel. It provides a detailed framework for intellectual property rights, addressing ownership of custom deliverables as potential "work made for hire," while also covering the licensing of the client's intellectual property and the provider's pre-existing materials. This Standard Document also includes provisions for specific marketing activities, such as influencer campaigns and compliance with client policies, and contains flexible options for structuring fees, managing expenses, and defining exclusivity. This Standard Document has integrated drafting notes with important explanations and drafting tips.