Social Media Services Agreement

SOCIAL MEDIA SERVICES AGREEMENT

This Social Media Services Agreement ("Agreement") is entered into as of by and between Service Provider: , organized as a with principal place of business at (\"Provider\"), and Client: with principal place of business at (\"Client\"). Provider and Client are each a \"Party\" and together the \"Parties\".

RECITALS

WHEREAS, Client desires to engage Provider to perform social media strategy, content creation, posting, and community management services as described herein; and

WHEREAS, Provider has represented that it possesses the expertise, personnel, and resources necessary to perform social media services for Client in accordance with industry standards; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Provider will provide such services to Client.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. SERVICES

1.1 Scope. Provider shall provide social media services to Client including, but not limited to, strategy development, content creation, scheduling and publishing, account monitoring, community engagement, paid social campaign management (if applicable), and reporting (collectively, the "Services"). The specific deliverables, platforms, and monthly expected deliverables are:

1.2 Changes to Scope. Any material changes to the Services shall be documented in a written amendment signed by authorized representatives of both Parties. Provider shall not be obligated to perform work outside the written scope without a signed amendment specifying additional fees and schedule.

2. TERM

2.1 Term. The term of this Agreement shall commence on the effective date set forth above and shall continue for a period of unless earlier terminated in accordance with Section 10.

2.2 Renewal. This Agreement shall automatically renew for successive periods of unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

3. COMPENSATION AND EXPENSES

3.1 Fees. Client shall pay Provider fees as follows: Base fee (monthly or project): $ . Additional services outside the agreed scope will be billed at Provider's then-current rates.

3.2 Payment Terms. Provider shall invoice Client monthly in arrears unless otherwise agreed. Client shall pay invoices within days of invoice receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law.

3.3 Expenses. Client shall reimburse Provider for reasonable pre-approved out-of-pocket expenses incurred in connection with the Services. Expense reimbursement is subject to a cap of $ per month unless Client provides prior written approval.

4. CLIENT OBLIGATIONS

4.1 Cooperation. Client shall timely provide Provider with access to necessary accounts, branding assets, approvals, creative feedback, and any materials reasonably required for Provider to perform the Services. Failure to provide required access or materials may result in delay and additional fees.

4.2 Account Access. Client hereby authorizes Provider to access and manage the following platform accounts on Client's behalf:

5. INTELLECTUAL PROPERTY; LICENSES

5.1 Client Materials. Client retains all right, title and interest in and to materials provided to Provider for use in connection with the Services ("Client Materials"). Client represents and warrants that it has all rights necessary to provide Client Materials to Provider and to authorize Provider's use.

5.2 Work Product. Except as otherwise expressly provided in this Agreement, all original content, creative deliverables, graphics, captions, and campaign materials created by Provider specifically for Client under this Agreement ("Work Product") shall be considered a work made for hire and, to the extent transferable, ownership shall be assigned to Client upon full payment of all amounts due. Provider may retain copies of Work Product for its records and may use non-confidential, non-sensitive Work Product in Provider's portfolio and marketing materials subject to Client's prior written consent for any confidential or regulated content.

5.3 Provider Pre-Existing IP. Provider retains all right, title and interest in and to Provider's pre-existing intellectual property, methodologies, templates, tools, and software ("Provider IP"). To the extent Provider IP is embedded in Work Product, Provider grants Client a perpetual, non-exclusive, worldwide license to use such Provider IP solely as incorporated into the Work Product.

6. CONFIDENTIALITY

6.1 Confidential Information. \"Confidential Information\" means non-public business, technical, financial, and marketing information disclosed by one Party to the other that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

6.2 Obligations. Each Party agrees to (a) maintain the confidentiality of the other Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, (b) not disclose Confidential Information to third parties except as permitted herein, and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidentiality obligations shall not apply to information that is publicly available, rightfully received from a third party, independently developed without use of the other Party's Confidential Information, or required to be disclosed by law.

7. REPRESENTATIONS AND WARRANTIES; COMPLIANCE

7.1 Mutual Warranties. Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder.

7.2 Provider Warranties. Provider warrants that Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7.3 Compliance with Laws and Platform Policies. Provider shall perform the Services in compliance with applicable laws and the terms of service, community standards and advertising policies of social media platforms. Client shall be responsible for compliance of content that it provides or directs Provider to post.

8. INDEMNIFICATION

8.1 Indemnification by Provider. Provider shall indemnify, defend and hold harmless Client, its officers, directors and employees from and against any third-party claims arising from Provider's gross negligence, willful misconduct, or material breach of the warranties set forth in Section 7, provided Client gives Provider prompt written notice and sole control of the defense and settlement.

8.2 Indemnification by Client. Client shall indemnify, defend and hold harmless Provider from and against any third-party claims arising from Client Materials, Client-provided content, or Client's instructions that infringe third-party rights or violate law, provided Provider gives Client prompt written notice and reasonable cooperation.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT. PROVIDER'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PROVIDER DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10. TERMINATION

10.1 Termination for Convenience. Either Party may terminate this Agreement for any reason upon days' prior written notice to the other Party.

10.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within days after receiving written notice specifying the breach.

10.3 Effect of Termination. Upon termination, Client shall pay Provider for all Services performed and pre-approved expenses incurred through the effective date of termination. Sections governing payment, confidentiality, ownership, indemnification and limitation of liability shall survive termination.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or commercial overnight courier to the addresses set forth below or such other address as a Party may designate by written notice.

12. AMENDMENTS; WAIVER; COUNTERPARTS

12.1 Amendments. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties.

12.2 Waiver. No waiver by either Party of any breach or default shall be deemed a waiver of any subsequent breach or default.

12.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

13.2 Entire Agreement. This Agreement, together with any written exhibits and amendments executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

13.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the extent possible, the original intent of the Parties.

14. MISCELLANEOUS PROVISIONS

14.1 Subcontracting. Provider may engage subcontractors to perform Services, provided Provider remains responsible for the acts and omissions of such subcontractors in accordance with this Agreement.

14.2 Publicity. Neither Party shall issue public announcements regarding the existence or terms of this Agreement without the other Party's prior written consent, except that Provider may publicly identify Client as a client and display non-confidential Work Product in Provider's portfolio unless Client instructs otherwise in writing.

CONTACTS FOR PERFORMANCE

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