RMS Service Agreement
AGREEMENT FOR DIGITAL MARKETING SERVICES
THIS AGREEMENT (“Agreement”) between REEL MARKETING STRATEGIES, LLC., a Florida corporation (hereinafter “REEL MARKETING STRATEGIES ") with its principal place of business at 3390 SW 23 ST MIAMI, FL, and with (hereinafter “CLIENT”), with its principal place of business at .
WHEREAS, the purpose of this Agreement is to state the terms and conditions under which REEL MARKETING STRATEGIES will furnish its services to CLIENT.
NOW, THEREFORE, for good and valuable consideration, the parties agree as follows:
SECTION 1. TERM
This Agreement shall commence on The term of this Agreement is month-to-month after commencement, which is necessary to optimize an advertising campaign.
Thereafter, this Agreement shall continue in full force and effect on a month-to-month basis until terminated as provided in Section 6.
SECTION 2. OBLIGATIONS OF RMS
REEL MARKETING STRATEGIES agrees to provide the digital advertising services to CLIENT specified in Exhibit A, Scope of Work, attached hereto.
All costs associated with services will be generated through REEL MARKETING STRATEGIES estimating system and approved by CLIENT in writing prior to commencement.
SECTION 3. OBLIGATIONS OF CLIENT
3.1. CLIENT shall provide REEL MARKETING STRATEGIES and its authorized employees and agents timely and reasonable access to its information and property for the purposes of REEL MARKETING STRATEGIES services, including but not limited to the following:
(1) All URLs of the sales funnel, products and services so pixels can be created
(2) Connection to CLIENT’s fan pages and/or Google My Business as an administrator
(3) Connection to CLIENT’s advertising accounts
3.2. Incorporated into REEL MARKETING STRATEGIES fixed monthly rates are routine administrative costs that include long distance telephone calls, copy expenses, local courier expenses, regular postage and facsimiles. CLIENT will be billed for actual costs for non-routine costs that include, but are not limited to, travel expenses, third party service conference calls and non-routine postage and copying expenses.
3.3. REEL MARKETING STRATEGIES shall invoice CLIENT for monthly fees each month following the month during which service is performed. All invoices shall be due and payable upon receipt. Payment shall be deemed "late" 30 days from the invoice date.
SECTION 4. INDEMNITY
4.1. Indemnification of CLIENT by RMS.
REEL MARKETING STRATEGIES shall indemnify, defend, and hold harmless CLIENT, its affiliates, and their directors, officers, employees, agents and representatives from and against any and all suits, actions, damages, costs, losses (including, without limitation, reasonable attorneys’ fees), expenses, judgments, settlement costs, and other liabilities arising from:
4.1.1. Any negligent or willful errors or omissions on the part of REEL MARKETING STRATEGIES; or,
4.1.2. Any breach of this Agreement by REEL MARKETING STRATEGIES.
These indemnification provisions shall survive any termination of the Agreement.
4.2. Indemnification of REEL MARKETING STRATEGIES by CLIENT.
CLIENT agrees to cooperate fully with RMS and provide it with information necessary* to perform the services required under this Agreement, and to put forth its best efforts to avoid any claims, suits, investigations, or proceedings (collectively or individually, a “Claim”) against REEL MARKETING STRATEGIES.
*E.g. Access to platform ad accounts, Facebook Business Manager & Pixel, Google Ad Words & Analytics, advertising page, creative assets, ClickFunnels, etc.
CLIENT shall indemnify, defend, and hold harmless REEL MARKETING STRATEGIES, its subsidiaries and affiliates, and their directors, officers, employees, agents, representatives, suppliers and vendors from and against any and all suits, actions, damages, costs, losses (including, without limitation, reasonable attorneys’ fees), expenses, judgments, settlement costs, and other liabilities arising from:
4.2.1. Assertions made regarding CLIENT or CLIENT’s competitors, or any of their products or
services, in any advertising which REEL MARKETING STRATEGIES may prepare for CLIENT and which CLIENT approves in writing before its publication or broadcast; or
4.2.2. An advertising element which is furnished by CLIENT to REEL MARKETING STRATEGIES and which allegedly violates the personal or property rights (including copyrights, trademarks or service marks) of anyone, or otherwise injures anyone; or
4.2.3. Any alleged injury that a third party may attribute to CLIENT’s products or services; or
4.2.4. Any negligent or willful errors or omissions on the part of CLIENT; or
4.2.5. Any breach of this Agreement by CLIENT.
These indemnification provisions shall survive the termination of this Agreement.
4.3. Indemnity against Patent Claims.
The CLIENT shall indemnify and hold REEL MARKETING STRATEGIES harmless against any claim, suit or action, or any alleged violation or infringement of patent rights as a result of assets provided by CLIENT, which may be made against REEL MARKETING STRATEGIES by reason of the use in connection with or as a part of the performance of the work or the furnishing of materials hereunder, of anything which is now or may hereafter be covered by patent, copyright or trademark, and against all expense, including attorneys’ fees, which REEL MARKETING STRATEGIES may incur in defending or adjusting any such claim, suit or action.
4.4. Talent Union Codes.
REEL MARKETING STRATEGIES will advise CLIENT in writing of REEL MARKETING STRATEGIES obligations under applicable union codes or contracts relating to the use of the commercials produced by REEL MARKETING STRATEGIES for CLIENT, as such codes or contracts exist from time to time.
If any Claim is made or brought against REEL MARKETING STRATEGIES because CLIENT or its employees, agents or representatives have used such commercials without complying with such union codes or contracts in accordance with REEL MARKETING STRATEGIES advice to CLIENT, CLIENT shall indemnify, defend and hold harmless REEL MARKETING STRATEGIES and its subsidiaries and affiliates, and their officers, directors, employees, agents and representatives against any loss they may sustain resulting from such Claim.
CLIENT’s duty under this paragraph attaches to all commercials produced by REEL MARKETING STRATEGIES for CLIENT pursuant to this Agreement, and will survive the termination of this Agreement.
SECTION 5. PROPRIETARY RIGHTS
5.1.1. Ownership of Work Product.
REEL MARKETING STRATEGIES agrees and acknowledges that all images, logos, trademarks, slogans, artwork, written materials, drawings, photograph, graphic material, film, or music, that is created specifically for CLIENT by REEL MARKETING STRATEGIES under this agreement and accepted by CLIENT as provided in 5.1.2 below (collectively the “Work Product”) are the property of CLIENT.
CLIENT agrees and acknowledges that all intellectual property such as original work, ideas, concepts, images, trademarks, photograph, graphic material, film, music, other materials names, processes and procedures, any and all other intellectual property or other materials that are
subject to copyright, trademark, patent, or similar protection, used in connection with the services provided to CLIENT by REEL MARKETING STRATEGIES under this agreement (collectively the “Intellectual Product”) are the exclusive property of REEL MARKETING STRATEGIES.
To the extent any of the Work Product is licensed to REEL MARKETING STRATEGIES by a third party for REEL MARKETING STRATEGIES’s exclusive use and enjoyment, REEL MARKETING STRATEGIES shall retain all rights, title, and interest in and to the licensed portion of the Work Product (e.g. fonts and stock photos) and to any modifications or improvements made thereto and may use such Work Product as part of its services to other parties. It is understood that REEL MARKETING STRATEGIES may, on occasion, license materials from third parties for inclusion in Work Product.
In such circumstances, ownership of such licensed materials remains with the licensor at the conclusion of the term of the license described in 5.1.2 below and does not belong to CLIENT.
REEL MARKETING STRATEGIES will keep CLIENT informed of any such limitations by third parties if needed.
REEL MARKETING STRATEGIES may use any stock photo accounts provided by CLIENT.
5.1.2. Acceptance of and Grant of License to Work Product.
After review of REEL MARKETING STRATEGIES work, CLIENT shall provide REEL MARKETING STRATEGIES with written acceptance of the work. CLIENT acknowledges that the fees charged by REEL MARKETING STRATEGIES for this work, as outlined in Exhibit A or a statement of work, were specifically calculated based on the usage contemplated by CLIENT.
CLIENT grants REEL MARKETING STRATEGIES a limited, non-exclusive right to use the Work Product but only for the uses associated with the projects described in any estimate or written project description agreed to by the parties, and only in the event the following conditions are met:
(1) Such Work Product is accepted in writing by the CLIENT within twelve (12) months of being proposed by REEL MARKETING STRATEGIES;
(2) CLIENT pays all fees and costs associated with creating and, where applicable, producing such Work Product.
No license shall be granted for Work Product that does not meet the two foregoing conditions and CLIENT shall return such Work Product to REEL MARKETING STRATEGIES within 30 days.
Live files will not be provided to CLIENT under any circumstances unless REEL MARKETING STRATEGIES receives satisfactory information determined in REEL MARKETING STRATEGIES sole discretion that sufficient licenses and other necessary rights have been
obtained by CLIENT in order that no third party intellectual property rights will be violated or impaired in any way.
5.2. Return of Materials.
CLIENT shall promptly return any and all tangible property of REEL MARKETING STRATEGIES that has come into CLIENT’s possession. Upon termination of this Agreement for any reason, CLIENT shall, within ten (10) days of such termination and in accordance with any instruction provided by REEL MARKETING STRATEGIES, return to REEL MARKETING STRATEGIES any and all tangible REEL MARKETING STRATEGIES property that has come into CLIENT’s possession, including all copies thereof and any notes, memoranda, and other documents of other media relating thereto.
Unless transferred pursuant to Section 5.01, the product of all work performed under this Agreement, including, without limitation, reports, drawings, computer programs, data, devices or models, shall be the property of REEL MARKETING STRATEGIES or its nominees, and REEL MARKETING STRATEGIES or its nominees shall have the sole right to use, sell, license, publish or otherwise disseminate or transfer rights of such work products.
5.3.1. CLIENT’s Confidential Property.
Except in the course of rendering the services contemplated by this Agreement, REEL MARKETING STRATEGIES shall not disclose or cause to be disclosed to any third party (other than its employees, consultants and contractors rendering services or providing facilities or
materials in connection with REEL MARKETING STRATEGIES services to CLIENT) any information of any type that is secret, concerns CLIENT’s business and is not otherwise known outside of CLIENT or its affiliates, including, but not limited to, such information contained in marketing timetables, projections, information and operation methods, specifications, know-how, techniques, manuals and the like, both written and unwritten (“Confidential Property”) which may be given or shown to REEL MARKETING STRATEGIES or to which REEL MARKETING STRATEGIES may be granted access by CLIENT or its affiliates.
Confidential Property shall not include anything which (i) is approved for release pursuant to CLIENT’s written authorization; (ii) is a matter of public information; (iii) is information previously known to REEL MARKETING STRATEGIES which was not obtained from CLIENT or in any improper manner; (iv) is information now in the public domain or which subsequently enters the public domain not as the result of REEL MARKETING STRATEGIES action or inaction; or (v) is information subsequently made available to a third party under no duty to CLIENT to preserve its confidentiality.
REEL MARKETING STRATEGIES agrees to take all reasonable measures to avoid any wrongful disclosures, and to exercise no less than the standard of care REEL MARKETING STRATEGIES uses to safeguard its own trade secrets and other of its own Confidential Property.
REEL MARKETING STRATEGIES shall advise each of its employees, consultants and contractors working on any of CLIENT’s matters as to this obligation and shall use reasonable efforts to have them agree to comply with the requirements set forth in this paragraph.
5.3.2. REEL MARKETING STRATEGIES’ Confidential Property.
REEL MARKETING STRATEGIES considers any information of any type that is secret, concerns REEL MARKETING STRATEGIES’ business, and is not otherwise known outside of REEL MARKETING STRATEGIES or its subsidiaries or affiliates, including, but not limited to, broadcast spot rates negotiated by REEL MARKETING STRATEGIES with stations and their representatives, and such information contained in marketing timetables, projections, information and operation methods, specifications, know-how, financial information, strategies, techniques, methodologies, manuals and the like, both written and unwritten, to be its Confidential Property.
CLIENT agrees to hold such Confidential Property in confidence, to take all reasonable measure to avoid any wrongful disclosures, and to exercise no less than the standard of care CLIENT uses to safeguard its own trade secrets and other of its own Confidential Property.
CLIENT shall advise each of its employees, consultants and contractors working on any matters relating to REEL MARKETING STRATEGIES as to this obligation and shall use reasonable efforts to have them agree to comply with the requirements set forth in this paragraph.
5.4. Specific Performance of REEL MARKETING STRATEGIES
CLIENT acknowledges that the subject matter of REEL MARKETING STRATEGIES services are of a special, unique and extraordinary character and that it would be difficult to impossible to value the damages rendered in the event of disclosure by CLIENT to third parties and CLIENT further acknowledges that a violation by CLIENT of any of the restrictive covenants contained in this Agreement could cause irreparable injury to REEL MARKETING STRATEGIES and that in such event money damages would not be readily calculable and that REEL MARKETING STRATEGIES would not have an adequate remedy at law.
By reason thereof, CLIENT agrees and consents that if it violates any of the provisions of this
Agreement, in addition to any other rights and remedies available under this Agreement or otherwise, shall be entitled to an injunction to be issued by any tribunal of competent jurisdiction restraining CLIENT from committing or continuing any violation of this Agreement.
5.4.1 Specific Performance of CLIENT
By reciprocity, REEL MARKETING STRATEGIES acknowledges that the subject matter of CLIENT’s product(s), brand(s), and/or business(es) are of a special, unique and extraordinary character and that it would be difficult to impossible to value the damages rendered in the event of disclosure by REEL MARKETING STRATEGIES to third parties and REEL MARKETING STRATEGIES further acknowledges that a violation by REEL MARKETING STRATEGIES of any of the restrictive covenants contained in this Agreement could cause irreparable injury to CLIENT and that in such event money damages would not be readily calculable and that CLIENT would not have an adequate remedy at law.
By reason thereof, REEL MARKETING STRATEGIES agrees and consents that if it violates any of the provisions of this Agreement, in addition to any other rights and remedies available under this Agreement or otherwise, shall be entitled to an injunction to be issued by any tribunal of competent jurisdiction restraining REEL MARKETING STRATEGIES from committing or continuing any violation of this Agreement.
SECTION 6. TERMINATION
6.1. Expiration of Agreement.
Unless otherwise terminated as provided for herein, this Agreement shall continue in full force and effect until the services provided for herein, within the times set forth herein, have been fully
and completely performed by REEL MARKETING STRATEGIES and shall thereafter terminate unless renewed in writing by both parties.
6.2. Termination on Notice.
This Agreement may be terminated upon 7 days written notice by either REEL MARKETING STRATEGIES or CLIENT.
6.3. Termination on Occurrence of Stated Events.
This Agreement shall automatically terminate on occurrence of any of the following events:
(1) Bankruptcy or insolvency of either party;
(2) Sale of the business of either party;
(3) Assignment of this Agreement by either party without the consent of the other party.
6.4 Termination for Default.
In the event that CLIENT materially defaults with respect to any of the other provisions of the Agreement, REEL MARKETING STRATEGIES may, at its option, give written notice of such default to CLIENT and provide five (5) days to cure said default.
If the default is not cured within that time period, REEL MARKETING STRATEGIES may terminate this Agreement and all rights granted to the CLIENT under the terms of this Agreement terminate. Such a remedy shall be in addition to and without prejudice to any right or remedy in law or equity or provided for elsewhere in this Agreement on account of any violation or breach.
6.4.1 Termination for Default.
In the event that REEL MARKETING STRATEGIES materially defaults with respect to any of the other provisions of the Agreement, CLIENT may, at its option, give written notice of such default to REEL MARKETING STRATEGIES and provide five (5) days to cure said default.
If the default is not cured within that time period, CLIENT may terminate this Agreement and all rights granted to REEL MARKETING STRATEGIES under the terms of this Agreement terminate. Such a remedy shall be in addition to and without prejudice to any right or remedy in law or equity or provided for elsewhere in this Agreement on account of any violation or breach.
SECTION 7. NOTICES
All notices, requests, demands and other communication given or require to be given under this
Agreement shall be in writing, duly addressed to the parties as follows:
REEL MARKETING STRATEGIES: CLIENT:
SECTION 8. SUCCESSORS
This Agreement shall be binding upon the parties hereto and their respective heirs, successors or
SECTION 9. SURVIVABILITY
If any paragraph, section, sentence, clause or phrase contained in this Agreement shall become illegal, null or void or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void against public policy, the remaining paragraphs, sections, sentences, clauses or phrases contained in this Agreement shall not be affected thereby.
SECTION 10. DISPUTES
Either party may request that the parties submit any claim to non-binding arbitration under the rules of the American Arbitration Association. If, after the ruling by the arbitrator, either party elects to go forward with litigation, the party electing to go forward shall pay the statutory rate of interest on any award amount in excess of the arbitration award against them, if any, ultimately awarded by the court.
REEL MARKETING STRATEGIES and CLIENT further agree that if any party finds it necessary to enforce this Agreement in court, the prevailing party is entitled to recover all reasonable costs, expenses and attorney’s fees incurred in enforcing the terms of this Agreement.
SECTION 11. WAIVER
The waiver of any breach of any provision under this Agreement by any party hereto shall not be
deemed to be a waiver of any preceding or subsequent breach under this Agreement.
SECTION 12. GENERAL PROVISIONS
12.1. No Assignment of Obligations.
Neither Party may assign any of its respective obligations under this Agreement without the express written consent of the other Party.
12.2. Assignment of Owner’s Rights.
REEL MARKETING STRATEGIES may assign or sublicense all or any portion of REEL MARKETING STRATEGIES rights under this Agreement to any third party, without the permission of CLIENT.
This Agreement may be amended at any time and from time to time, but any amendment must be in writing and signed by each Party to be bound.
12.4. Undefined Terms.
Terms that are not specifically defined in this Agreement are used as set forth in the Florida Uniform Commercial Code.
12.5. Joint Drafting and Neutral Construction.
This Agreement is a negotiated document and shall be deemed to have been drafted jointly by the Parties, and no rule of construction or interpretation shall apply against any particular Party based on a contention that the Agreement was drafted by one of the Parties. This Agreement shall be construed and interpreted in a neutral manner.
12.6. Time of The Essence.
The Parties understand that time is of the essence in carrying out their respective obligations under this Agreement.
12.7. Entire Agreement.
This Agreement, including all Exhibits, Appendices, and Attachments, contains the entire agreement of the Parties relating to the rights granted and obligations assumed in this Agreement. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a subsequent written modification signed by the Party to be charged.
12.8. Venue and Applicable Law.
This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of Florida (without respect to principles of conflicts of law), and the Parties submit to the jurisdiction of and venue in the State of Florida, County of Miami-Dade, in any legal proceeding necessary to interpret or enforce this Agreement or any part of this Agreement.
12.9. Attorney Fees and Costs.
In any action brought under this Agreement, the prevailing party shall be entitled to recover its actual costs and attorney fees pursuant to Florida law and all other litigation costs, including
expert witness fees, and all actual attorney fees and litigation costs incurred in connection with the enforcement of a judgment arising from such action or proceeding. The provisions of the preceding sentence shall be severable from the provisions of this Agreement and shall survive the entry of any such judgment.
12.10 Independent Contractor.
Neither party shall, for any purpose, be deemed to be an agent of the other party nor the relationship between the parties shall only be that of independent contractors. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.
12.12. Counterparts. This Agreement may be executed in counterpart.
REEL MARKETING STRATEGIES:
EXHIBIT A; SCOPE OF WORK
REEL MARKETING STRATEGIES will create, launch, scale, & maintain all Facebook advertising efforts for CLIENT using Facebook Ads Accounts and Business Managers owned and operated by REEL MARKETING STRATEGIES, in agreement and understanding that CLIENT will be responsible for any and all advertisement costs and ad spend by means of:
We will work hand-in-hand to achieve the specific goals and KPI’s provided. This includes but is not limited to:
REEL MARKETING STRATEGIES will audit, compose, recommend, and review all ad & landing page copy in compliance with Facebook’s policies and procedures. REEL MARKETING STRATEGIES will work closely with CLIENT to ensure messaging is correct to CLIENT’s audience and brand.
REEL MARKETING STRATEGIES will launch offer across other platforms, including but not limited to, Google search, Google Display Network, and YouTube.
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Document Name: RMS Service Agreement
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