1. Scope of Services

• Detailed Services: Specific description of the digital marketing services to be provided (e.g., “monthly SEO services including keyword research and on-page optimization,” “PPC campaign management on Google Ads and Facebook,” etc.).
• Exclusions: What is not included in the agreement.
• Deliverables: Clearly defined outputs (e.g., monthly reports, ad copy, number of blog posts, etc.).

2. Fees and Payment

• Compensation/Pricing: The agreed-upon fees, whether a fixed monthly retainer, hourly rate, or performance-based model.
• Payment Schedule: When payments are due (e.g., in advance, upon delivery, net 30 days).
• Late Payment/Suspension: Consequences for late payment, often including interest charges or the right for the provider to suspend services.
• Third-Party Costs: Clarification on who pays for external costs, such as advertising spend (ad budgets), stock photos, software subscriptions, or third-party tools.
• Rate Changes: The provider’s right to modify rates, usually with a defined notice period (e.g., 30 or 60 days).

3. Term and Termination

• Initial Term: The minimum duration of the agreement (e.g., 3 months, 6 months, 12 months).
• Renewal: Whether the contract automatically renews (and for what period) or requires explicit agreement.
• Termination by Client: The required notice period (e.g., 30 or 60 days) the client must give to cancel, especially if canceling before or at the end of the term.
• Termination by Provider: Circumstances under which the marketing provider can terminate the agreement (e.g., non-payment, disruptive client behavior, or breach of contract).
• Post-Termination: Obligations upon termination (e.g., client must pay all outstanding fees, transfer of account access).

4. Client and Provider Obligations

• Client Responsibilities: What the client must provide, such as timely content approvals, necessary website access (FTP, CMS login), ad account access, and clear instructions/feedback.
• Provider Responsibilities: Commitments to providing the services with reasonable skill and care.

5. Intellectual Property (IP)

• Ownership of Materials: Clarification on who owns the IP rights for materials created during the service (e.g., ad copy, graphics, reports). Typically, the client owns the final marketing assets upon full payment.
• Client Content: A guarantee from the client that any content they provide (logos, text, images) does not infringe on third-party copyrights or trademarks.
• Platform Accounts: Ownership of digital accounts (e.g., Google Ads, Facebook Business Manager). Often, the client owns the account, but the provider manages it.

6. Warranties, Liability, and Indemnity

• No Guarantee of Results: A crucial clause stating that due to the nature of digital marketing (ever-changing algorithms, market factors), the provider cannot guarantee specific results (e.g., first-page ranking, a specific number of sales/leads).
• Limitation of Liability: A cap on the provider’s financial liability to the client, usually limited to the total fees paid over a certain period.
• Indemnification: Agreement that the client will protect the provider from third-party claims arising from the client’s business, provided content, or use of the services.

7. Confidentiality

• Protection of sensitive business information shared between the client (e.g., sales data, strategies) and the provider (e.g., proprietary strategies, pricing).

Disclaimer: These are general concepts. Based on services and business nature, it may vary.