Can this agreement be signed electronically?

Yes. Electronic signatures are legally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention are satisfied; some exceptions such as wills or certain court filings remain ineligible.

Is notarization required for the agreement?

Generally no; notarization is not typically required for commercial merchandise contracts. Notarization may be necessary where state law or a third party requires it, or where a party requests a notarized acknowledgment for recordation.

How long should I retain signed agreements?

Retain executed agreements for the contract term plus recommended years based on subject matter: at least three years for tax records (IRC §6501(a)) and six years for HIPAA-related records (45 CFR §164.530(j)).

What if a vendor uses my trademark incorrectly?

Include clear trademark usage guidelines and approval steps; a breach may trigger indemnity and termination remedies. Promptly issue cease-and-desist notices and follow contractual dispute resolution provisions.

Can terms be changed after signing?

Post-execution amendments require a written, signed modification signed by authorized parties. Oral changes are risky; document any agreed changes and obtain signatures following the same electronic signing standards.

Which eSignature authentication is recommended?

Use at minimum email-based identity with an audit trail; use SMS, KBA, or stronger two-factor authentication for high-value or compliance-sensitive transactions and consider platforms offering advanced signer authentication.

Electronic Signature
Templates
Marketing
Marketing Merchandise Agreement

Marketing Merchandise Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

MARKETING MERCHANDISE AGREEMENT

Parties

This Marketing Merchandise Agreement (the Agreement) is entered into by and between:

Brand / Client Name Brand / Client Address Contact Person (Brand) Merchandise Provider / Agency Name Provider Address Contact Person (Provider)

Recitals and Campaign Overview

Brand desires to procure promotional merchandise and related marketing services from Provider in connection with a marketing campaign. Provider agrees to design, produce and deliver merchandise and grant usage rights as set forth below.

Campaign Name Campaign Objectives Target Audience Primary Channels

Social Media Retail/In-Store Events/Activation E-commerce Other

Scope of Work — Deliverables and Production

Provider will design, produce, and deliver merchandise items described below in accordance with Brand's specifications and the timeline set forth.

Deliverable Item 1 — Description

Deliverable Item 2 — Description

Additional Deliverables / Notes

Compensation and Payment

Brand will compensate Provider as follows. Unless otherwise stated, amounts are exclusive of applicable taxes and shipping.

Total Fee Per-Unit Cost (if applicable) Payment Schedule

Deposit upon execution (amount below)
Milestone payments
Net terms

Deposit Amount Milestone 1 — Description

Usage Rights and Intellectual Property

Provider hereby grants Brand a non-exclusive / exclusive license (select below) to use imagery and promotional materials incorporating Brand marks solely in connection with the Campaign and as set forth in this Agreement.

Territory: Duration:

License Type: Non-exclusive Exclusive

IP Ownership Election

Work for hire: Brand owns all rights in custom artwork and designs created by Provider for the Campaign.
Provider retains ownership and grants Brand a license as specified above.

Quality Assurance, Approvals and Shipping

All merchandise must meet Brand's written specifications and samples must be submitted for approval prior to mass production. Provider shall not proceed to production without Brand's written approval of final samples.

Sample Submission Deadline

Shipping Terms:

FTC Disclosure Compliance & Marketing Standards

Provider will ensure that all promotional content and distribution of merchandise comply with applicable advertising and disclosure laws. Provider shall include clear and conspicuous disclosures where required by law or platform rules.

Provider confirms they will include required disclosures and will comply with applicable advertising standards.

Exclusivity and Non-Compete

Brand may require exclusivity for certain product categories or channels. Select and complete applicable terms.

No exclusivity Limited exclusivity

If exclusivity applies — Scope: Term:

Termination and Kill Fee

Either party may terminate this Agreement upon written notice to the other party as provided below. If Brand terminates without cause after production has commenced, Brand will pay a kill fee equal to the agreed amount.

Notice Period for Termination Kill Fee Amount

Representations, Warranties and Indemnification

Each party represents and warrants that it has the authority to enter into this Agreement. Provider warrants that merchandise will not infringe third-party intellectual property rights and will conform to agreed specifications. Provider shall indemnify and hold Brand harmless from third-party claims arising from Provider's breach or negligent manufacturing.

Limitation of Liability; Insurance

Except for gross negligence or willful misconduct, neither party's liability shall exceed the fees paid under this Agreement for the specific Campaign. Provider will maintain commercial general liability and product liability insurance and provide proof upon request.

Confidentiality

The parties agree to maintain confidential all non-public information exchanged in connection with this Agreement for the term and for two years thereafter, except as required by law.

Governing Law; Notices

This Agreement shall be governed by the laws of the jurisdiction selected below. Notices shall be in writing and delivered to the addresses provided above.

Governing Law (State/Country)

Recordkeeping and Audit Rights

Provider shall keep accurate records related to production, costs, and royalty calculations (if any) for a period of two years and shall permit Brand to audit such records upon reasonable prior written notice.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the Campaign merchandise and supersedes all prior agreements. Amendments must be in writing and signed by authorized representatives of both parties.

Additional Terms / Special Instructions

Brand / Client:

By:

Date:

Provider / Agency:

By:

Date:

What the Marketing Merchandise Agreement Covers

A Marketing Merchandise Agreement is a written contract between a brand owner and a vendor that governs the design, manufacture, delivery, labeling, and distribution of promotional products. It sets product specifications, quality standards, labeling and trademark usage rules, pricing and payment schedules, delivery timelines, inspection and acceptance criteria, warranties, and liability allocation. The document also addresses intellectual property licenses, indemnities for third-party claims, confidentiality of artwork or designs, and remedies for breach. Well-drafted agreements reduce disputes and preserve brand control across multiple production runs and channels.

Why a Written Agreement Matters for Merchandise Programs

A clear agreement establishes expectations for quality, timing, ownership of artwork, and remedies for defects or IP claims, reducing operational disputes and protecting brand assets while preserving auditability for compliance and tax reporting.

Typical Parties and Teams That Complete This Agreement

Multiple stakeholders collaborate on merch agreements to balance marketing goals, production realities, and legal risk management.

Marketing teams and brand managers who define specs, approve designs, and track distribution channels.
Vendors and manufacturers responsible for production, quality control, shipping, and compliance with labeling laws.
Procurement, legal, and finance teams that negotiate price, payment terms, tax reporting, and indemnities.

Clear role definitions in the agreement speed approvals and reduce downstream disputes among these groups.

Core Elements to Include in a Professional Agreement

Include sections that precisely define obligations, acceptance criteria, intellectual property, payment mechanics, compliance requirements, and remedies to ensure enforceability and operational clarity.

Parties

Full legal names and entity types for each contracting party, including contact information and authorized signers for execution and notice delivery.

Scope of Work

Detailed description of products, SKUs, quantities, materials, colorways, artwork files, packaging, and any post-production services such as kitting or fulfillment.

Product Specifications

Technical tolerances, approved material samples, label text, care instructions, inspection checkpoints, and acceptance testing procedures for each item.

Payment Terms

Pricing per unit, payment schedule, deposit requirements, invoicing procedures, late-payment remedies, and tax withholding or reporting responsibilities.

IP and Licensing

License grant for trademarks and artwork, permitted usage, quality control approvals, duration of license, and obligations to cease use on termination.

Termination & Remedies

Events of default, cure periods, liquidated damages or credits for late delivery, recall responsibilities, indemnities, and dispute resolution procedures.

Step-by-Step: How to Fill Out the Agreement

Follow these steps in order to prepare a complete, enforceable document that supports production and compliance.

01

Gather Details: Collect specs, artwork, and vendor quotes before drafting.
02

Draft Terms: Define scope, IP license, payment, and delivery terms.
03

Review Internally: Legal, procurement, and marketing must approve changes.
04

Execute: Obtain signatures and distribute final copies to stakeholders.

How to Configure an Online Signing Workflow

Set up roles, fields, and authentication to match your operational sequence and compliance needs when using an eSignature platform.

Field	Configuration
Recipient	Email address; specify signer order and CC recipients.
Authentication	Choose email link or SMS code; use KBA for higher risk.
Required Fields	Place signature, date, initials, and checkbox fields as needed.
Notifications	Enable reminders and completion copies for auditability.

Where to Send the Finished Agreement and Next Steps

Determine routing for executed copies, production release, and retained records to ensure timely execution and fulfillment.

Executed Copies: Send final signed PDF to all parties and finance.
Production Release: Provide vendor with signed release and artwork files.
Fulfillment: Notify logistics and shipping contacts for dispatch.
Recordkeeping: Store executed agreement in secure records management system.

Digital Signing and File Format Considerations

Choose a platform that supports standard file formats, reliable audit trails, and your required integrations for downstream workflows.

File Formats: Use PDF or DOCX for consistent rendering and archiving.
Integrations: Integrate with Salesforce, NetSuite, Google Workspace, Box, or Procore for automation.
Authentication: Support email, SMS, and stronger auth such as KBA or SSO.

Confirm platform compliance requirements such as audit trail retention and, when applicable, HIPAA BAA availability before executing.

Typical Timelines and Turnaround Expectations

Establish clear calendar dates for proofs, approvals, production, and delivery to align stakeholders and avoid costly delays.

Proof Approval Deadline:

Allow 48–72 hours for review and formal written approval of proofs.

Production Lead Time:

Typical production spans 2–6 weeks depending on complexity and quantity.

Shipping Window:

Specify FOB terms and expected transit days for acceptance.

Signatures Due:

Set an execution deadline to authorize production release.

Quality Hold Period:

Specify the period for inspection and rejection after delivery.

Key Milestones from Agreement to Delivery

Track these milestones to monitor progress and trigger payments or remedies at each stage.

01

Kickoff

Confirm specs, finalize artwork, and collect deposit.

02

Design Approval

Obtain written approval for all artwork and color proofs.

03

Production

Begin manufacturing per agreed schedule and tolerances.

04

Delivery & Acceptance

Complete inspection and issue acceptance or rejection notice.

Common Mistakes to Avoid When Preparing the Agreement

Vague specifications that permit differing interpretations and lead to disputes over product quality or color matching.
Missing IP authorizations or trademark guidelines, which can result in unauthorized use or infringement claims.
Failure to define acceptance tests and inspection windows, leading to disagreements on defective product liability.
Not specifying delivery terms and risk of loss, causing contested responsibility for damaged or lost shipments.

Potential Legal and Financial Risks from an Incorrect Agreement

Trademark Infringement: Exposure to cease-and-desist, takedown, and damages.

Late Delivery: Liquidated damages or lost campaign revenue.

Tax Reporting: Incorrect vendor classification may trigger withholding or penalties.

HIPAA Exposure: If protected health information is used, BAA required.

Product Liability: Recalls or injury claims can create large liabilities.

Breach of Contract: Remedies include indemnity, specific performance, or damages.

eSignature Vendor Comparison for Executing Marketing Merchandise Agreements

Compare basic pricing and core capabilities for commonly used eSignature vendors to inform platform selection for agreement execution.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day trial	No	No	Yes, limited	Yes, limited
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	No cap	No cap	No cap

Who Typically Has Authority to Sign

Marketing Director

The Marketing Director often approves design, branding, and campaign timing, and may be authorized to sign agreements up to a set dollar threshold; legal frequently requires countersignature for higher-value commitments.

Procurement Manager

Procurement or purchasing managers typically sign vendor agreements for production and fulfillment after price and service terms are approved, ensuring payment obligations align with budget and purchase orders.

Practical Examples of Merchandise Agreements in Use

Real-world examples show how brands and organizations apply agreements to speed production and reduce disputes.

Tim Martin, Founder — Martin Properties

Tim used online execution to coordinate agent-branded items across multiple markets quickly.

Quick approval of artwork and compliance checks saved procurement time.
The executed agreement and secure records enabled consistent vendor performance and reduced repeated negotiations between regional teams.

Kodi-Marie Evans, Director — Xerox

Xerox standardized merchandise clauses across campaigns to control IP and quality.

Centralized clause templates reduced review cycles.
Standardized agreements improved compliance with internal purchasing rules and allowed efficient integration with NetSuite for order and invoice automation.

Frequently Asked Questions About Marketing Merchandise Agreements

Answers to common legal, operational, and technical questions encountered when preparing and executing merchandise agreements.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are legally valid under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided intent, consent, attribution, and record retention are satisfied; some exceptions such as wills or certain court filings remain ineligible.
Is notarization required for the agreement?
Generally no; notarization is not typically required for commercial merchandise contracts. Notarization may be necessary where state law or a third party requires it, or where a party requests a notarized acknowledgment for recordation.
How long should I retain signed agreements?
Retain executed agreements for the contract term plus recommended years based on subject matter: at least three years for tax records (IRC §6501(a)) and six years for HIPAA-related records (45 CFR §164.530(j)).
What if a vendor uses my trademark incorrectly?
Include clear trademark usage guidelines and approval steps; a breach may trigger indemnity and termination remedies. Promptly issue cease-and-desist notices and follow contractual dispute resolution provisions.
Can terms be changed after signing?
Post-execution amendments require a written, signed modification signed by authorized parties. Oral changes are risky; document any agreed changes and obtain signatures following the same electronic signing standards.
Which eSignature authentication is recommended?
Use at minimum email-based identity with an audit trail; use SMS, KBA, or stronger two-factor authentication for high-value or compliance-sensitive transactions and consider platforms offering advanced signer authentication.

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