Digital Marketing Services Agreement
This Digital Marketing Services Agreement (the "Agreement") is made and entered into on [Date] by and between:
Service Provider: [Your Name/Company Name], located at [Your Address] (referred to as "Service Provider").
Client: [Client's Name/Company Name], located at [Client's Address] (referred to as "Client").
1. Scope of Services
The Service Provider will provide the following digital marketing services to the Client:
Google Ads Management: This includes the initial campaign strategy and setup, a thorough process of keyword research, the creation of compelling and relevant ad copy, daily bid management, and continuous performance monitoring. The Service Provider will also be responsible for creating and delivering regular performance reports on a weekly or bi-weekly basis, as agreed upon by both parties, detailing key metrics such as click-through rate (CTR), cost per click (CPC), and conversion rates. The Service Provider will manage all aspects of search, display, and video campaigns within the Google Ads platform as needed to meet the Client's objectives.
Account Access: The Client will provide the Service Provider with the necessary administrative or manager-level access to their Google Ads account. This access must be granted within two business days of the Agreement's start date to allow for timely campaign setup and management. The Client understands that failure to provide this access in a timely manner may impact the effectiveness of the services and the 15-day trial period.
2. The 15-Day Trial Period & Fees
The parties agree to the following payment structure, which includes a 15-day trial period designed to demonstrate the Service Provider's capabilities:
Trial Period: For the initial 15 calendar days from the campaign's launch, the Service Provider will manage the Client's Google Ads account for no fee. The Service Provider will provide daily oversight and optimization during this period. The Client is solely responsible for and agrees to pay all Google Ads platform spend directly to Google. The Service Provider will provide an invoice at the end of the trial period for the agreed-upon fees if the trial is successful.
Success-Based Fee: If, at the conclusion of the 15-day trial period, the Client achieves [Define "desired results" here, e.g., "a 3:1 Return on Ad Spend (ROAS)"], the Client agrees to move forward with the paid services. The Client will then pay the Service Provider a [Commission percentage]% of the total monthly ad spend. The first monthly payment will be due upon the conclusion of the successful trial period, and subsequent payments will be invoiced on a monthly basis thereafter. This commission-based fee structure aligns the Service Provider's success with the Client's results.
Unsuccessful Trial: If the Client does not achieve the desired results within the 15-day trial period, they are not obligated to pay the Service Provider any management fee for the trial period. The Service Provider will cease all management activities upon notification from the Client. The Client, however, remains responsible for all ad spend accrued during this time directly to the Google Ads platform. No further obligations exist between the parties unless a new agreement is established.
3. Client Responsibilities
The Client agrees to fulfill the following obligations to ensure the successful execution of the services:
Provide timely access: The Client agrees to provide the Service Provider with the required access to their Google Ads account and any other necessary platforms (e.g., website analytics, CRM) within the timeframe specified in Section 1. This includes sharing any required credentials or authorizing access via the Google Ads Manager Account system.
Maintain a valid payment method: The Client must maintain a valid and funded payment method on their Google Ads account at all times. The Client acknowledges that any campaign interruptions due to payment failures are the sole responsibility of the Client and may negatively impact campaign performance.
Provide clear and timely feedback: The Client agrees to provide prompt and constructive feedback on ad copy, campaign strategy, or performance reports within 48 hours of a request from the Service Provider. This feedback loop is essential for continuous campaign optimization and helps ensure the Service Provider's efforts are aligned with the Client's business goals.
4. Termination
Either party may terminate this Agreement at any time by providing [e.g., 30 days'] written notice to the other party. The notice must be sent to the contact information listed in this Agreement. Upon termination, the Client will pay any outstanding fees for services rendered up to the termination date. The Service Provider will also provide a final performance report and, upon request, will relinquish all access to the Client's Google Ads account within 48 hours of the termination date.
5. Disclaimer of Guarantee
The Service Provider will use their best professional efforts, expertise, and resources to achieve the Client's marketing goals. However, the Service Provider does not guarantee any specific results, including but not limited to, search engine rankings, traffic volume, conversions, or sales. The Client acknowledges that search engine marketing is a dynamic and evolving process and that performance is subject to a variety of factors beyond the Service Provider's control, including but not limited to: algorithm updates, competitor activity, changes in market demand, seasonal trends, and the quality or availability of the Client's website and landing pages.
6. Confidentiality
Both parties agree to treat all non-public information received from the other party as strictly confidential. This includes business data, marketing strategies, financial information, customer lists, and any proprietary technology. This obligation of confidentiality survives the termination of this Agreement for a period of [e.g., two years]. The parties shall use reasonable care to protect the confidentiality of such information.
7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the state of [Your State/Country]. Any disputes arising from this Agreement shall be resolved through negotiation and, if necessary, mediation or arbitration in accordance with the laws of the governing state.
Signatures
Service Provider: [Your Printed Name] [Your Company Name] [Date]
Client: [Client's Printed Name] [Client's Company Name] [Date]