The Sales and Marketing Agreement: Elements, boilerplate template, and optional clauses

What is a Sales and Marketing Agreement?

A Sales and Marketing Agreement is a legal contract between two parties that outlines the terms and conditions of a business relationship focused on the sale and promotion of products or services. It defines the roles and responsibilities of each party, the products or services being sold, the commission or payment structure, and any other relevant terms and conditions related to the sales and marketing efforts.

Sales and Marketing Agreements will typically include the following:

1. Introduction: A brief statement describing the parties involved in the agreement and their roles.
2. Term: The duration of the agreement, which may be a fixed term or indefinite.
3. Territory: The geographical area in which the sales or marketing representative is authorized to operate.
4. Scope of Work: A description of the tasks and responsibilities of the sales or marketing representative, including any performance metrics or goals.
5. Compensation: The amount and structure of the representative’s compensation, including any bonuses or commissions.
6. Expenses: The expenses that the sales or marketing representative is authorized to incur on behalf of the company and the process for reimbursement.
7. Intellectual Property: Any intellectual property created by the sales or marketing representative during the course of their work, and the ownership and use of such property.
8. Confidentiality: A clause outlining the confidentiality obligations of both parties, including the protection of trade secrets and other confidential information.
9. Termination: The circumstances under which the agreement can be terminated, including any notice requirements and potential penalties for breach of contract.
10. Governing Law: The state or jurisdiction whose laws will govern the agreement.
11. Dispute Resolution: The process for resolving any disputes that may arise under the agreement, including mediation, arbitration, or litigation.
12. Entire Agreement: A statement that the agreement constitutes the entire understanding between the parties and supersedes any prior agreements or understandings.
13. Signatures: The signatures of both parties, indicating their agreement to the terms of the contract.

The following boilerplate template can be used on SimpleSignRequest.com

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Sales and Marketing Agreement

This Sales and Marketing Agreement (the “Agreement”) is made and entered into as of [DATE] by and between [Marketing_Company] (the “Marketing Company”), a marketing agency with its principal place of business at [Marketing_Company_ADDRESS], and [Host_Company] (the “Host Company”), an internet application development company with its principal place of business at [Host_Company_ADDRESS].

1. Term

This Agreement shall commence on [DATE] and shall continue until terminated by either party upon [NUMBER] days’ prior written notice to the other party.

2. Territory

The Marketing Company is authorized to market and promote the Host Company’s internet application development services in [TERRITORY], which includes [CITY/STATE/COUNTRY].

3. Scope of Work

The Marketing Company shall use its best efforts to market and promote the Host Company’s internet application development services to potential clients in the Territory. The Marketing Company shall provide the following services:

• Develop and execute marketing strategies and campaigns to generate leads and promote the Host Company’s services.
• Attend industry events and trade shows to promote the Host Company’s services.
• Use digital marketing channels, including social media, search engine optimization (SEO), and pay-per-click (PPC) advertising, to promote the Host Company’s services.
• Collaborate with the Host Company to develop marketing collateral, such as brochures, case studies, and whitepapers.
• Provide regular reports and updates to the Host Company regarding the status and effectiveness of the marketing efforts.

4. Compensation

The Marketing Company shall be compensated for its services as follows:

• The Host Company shall pay the Marketing Company a monthly fee of [AMOUNT] for the duration of the Agreement.
• The Marketing Company shall be eligible for a commission of [AMOUNT or PERCENTAGE] of the gross revenue generated from clients referred by the Marketing Company to the Host Company, provided that the client signs a contract with the Host Company within [NUMBER] days of the referral.

5. Expenses

The Marketing Company shall be responsible for all expenses related to its marketing and promotional efforts, including travel expenses, event fees, and any other expenses necessary to promote the Host Company’s services. The Host Company shall reimburse the Marketing Company for all approved expenses upon receipt of proper documentation.

6. Intellectual Property

Any intellectual property created by the Marketing Company during the course of its work under this Agreement shall be owned by the Marketing Company. The Host Company shall have a non-exclusive, royalty-free license to use such intellectual property solely for the purposes of promoting the Host Company’s services.

7. Confidentiality

The Marketing Company shall keep confidential all trade secrets and other confidential information of the Host Company obtained during the course of its work under this Agreement. The Marketing Company shall not disclose such information to any third party without the Host Company’s prior written consent.

8. Termination

Either party may terminate this Agreement upon [NUMBER] days’ prior written notice to the other party. In the event of termination, the Marketing Company shall be entitled to compensation for any services rendered and expenses incurred prior to the date of termination.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE].

10. Dispute Resolution

Any disputes arising under this Agreement shall be resolved through mediation conducted in accordance with the rules of the American Arbitration Association. If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

11. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.

12. Signatures

 

[Marketing_Company]

By: [Marketing_Company_SIGNATURE]

Name: [Marketing_Company_NAME]

Title: [Marketing_Company_TITLE]

Date: [Marketing_Company_DATE]

 

[Host_Company]

By: [Host_SIGNATURE]

Name: [Host_NAME]

Title: [Host_TITLE]

Date: [Host_DATE]

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Clauses for the Sales and Marketing Agreement

In addition to the basic terms and conditions of the Sales and Marketing Agreement, some additional clauses that might be included to further clarify the relationship between the parties and protect their interests could include:

1. Exclusivity Clause: This clause may specify that one party has exclusive rights to sell or market the product or service in a particular market or geographic area.
2. Non-Compete Clause: This clause may prohibit one party from competing with the other party in the same market or offering similar products or services during the term of the agreement.
3. Termination Clause: This clause outlines the circumstances under which either party may terminate the agreement, including breaches of the agreement, changes in market conditions, or other factors.
4. Confidentiality Clause: This clause ensures that any confidential or proprietary information shared between the parties during the course of the agreement is kept confidential and not disclosed to third parties.
5. Intellectual Property Clause: This clause specifies how intellectual property, such as trademarks, copyrights, and patents, will be used, shared, or licensed between the parties.
6. Indemnification Clause: This clause may require one party to indemnify the other party against any losses, damages, or liabilities resulting from any claims or actions related to the sale or marketing of the product or service.

These are just a few examples, and the specific clauses included in a Sales and Marketing Agreement will depend on the nature of the business relationship and the specific needs and concerns of the parties involved.