SOCIAL MEDIA MARKETING AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Social Media Marketing Agreement (the "Agreement") is made and entered into this ________ day of _______________________, 20_______, the City/Municipality of _____________________, Province of _____________________, by and between:
________, Filipino, of legal age, and with address at ________, hereinafter referred to as the "Marketer".
- and -
________, Filipino, of legal age, and with address at ________, hereinafter referred to as the "Client"
The Marketer and the Client shall be referred to collectively as the "Parties".
WITNESSETH THAT:
WHEREAS, The Marketer has the skills, qualifications, and expertise required to provide Social Media Marketing Services to the Client, as described below.
WHEREAS, The Client would like to engage the Marketer's services.
WHEREAS, The Client is engaged in the following business (the "Business"):
________
WHEREAS, The Marketer wishes to render such Social Media Marketing Services to the Client.
NOW THEREFORE, for and in consideration of the promises and covenants contained herein, the Parties do hereby agree as follows:
I. SOCIAL MEDIA MARKETING SERVICES
The Marketer shall provide the Social Media Marketing Services to the Client (the "Social Media Marketing Services") by producing certain Campaings as specified below. In particular, the Marketer agrees to provide the following:
CAMPAIGN:
Title: ________
Description:
________
II. PERFORMANCE
The Marketer warrants and represents that the Marketer is equipped with the appropriate skills, knowledge, expertise, and relevant experience to carry out and perform the Social Media Marketing Services. At the Client's request, and during the term of this Agreement, the Marketer will provide the Social Media Marketing Services to the best of the Marketer's abilities and in accordance with the work standards within the marketer's industry.
III. TERM OF THE AGREEMENT
The Social Media Marketing Services will begin on ________ (the "Commencement Date").
The Marketer must meet the following deadlines (the "Key Dates"):
________
IV. OBLIGATIONS OF THE CLIENT
The Client hereby agrees that the Client shall provide whatever will be required, whether business materials, data, or other information necessary as well as necessary and adequate assistance for the Marketer to carry out the Social Media Marketing Services. The Client further agrees that should there be any staff, employee, collaborator, or any other person to whom any output of the Social Media Marketing Services will be shared, the Client shall ensure that the provisions of this Agreement are respected and complied with.
V. CLIENT APPROVAL
The Client hereby agrees that the Campaings may change and be modified according to the needs of the Client and the general landscape and industry of the Client's business, provided that any modification or amendment in the requirements of the Campaings that may be suggested or proposed by the Marketer shall be subject to the approval of the Client.
If the Client does not request a modification of the Campaings within ________ days from the submission of the Campaings by the Marketer to the Client, then the Campaings shall be deemed to be final.
VI. LOCATION
The Marketer shall perform the Social Media Marketing Services at the following location (the "Location"):
________
VII. SERVICE FEES
The Client shall pay a fixed fee of ________ (₱________) upon the commencement of the Agreement (the "Service Fee").
The Client shall pay a retainer fee in the amount of ________ (₱________) prior to the Commencement Date as a requisite for the perfection of this Agreement (the "Retainer Fee") which shall form part of the Service Fee and will secure the Social Media Marketing Services before their performance. The Retainer Fee shall be due and demandable on ________.
VIII. PAYMENT
The Marketer will be entitled to send an invoice every week.
The Client shall pay the Marketer's invoice within ________ days from the date of receipt of the invoice.
The Client may pay the invoice as follows:
________
IX. MATERIALS, COSTS, AND DISBURSEMENTS
The Marketer is permitted to charge for all reasonable and necessary costs and expenses incurred in performing the Social Media Marketing Services, including but not limited to communications, internet connection, traveling, photocopying, courier services, and postage, subject to agreement from the Client that will be used for the performance of the Social Media Marketing Services, on top of the fees set out in this Agreement.
X. LATE PAYMENTS
If the Client does not pay the invoiced and required amount as provided in this Agreement, the Marketer shall be entitled to charge interest on the outstanding amount at an annual rate of Six Percent (6%). The Marketer may also require the Client to pay for the Social Media Marketing Services, or any part of the Social Media Marketing Services, in advance and cease performance of the Social Media Marketing Services completely until payment is made, at the Marketer's sole and exclusive discretion.
XI. 58255
822 525 588 8555228 2525882 52525 2588 825222222 552 258858882 22 25528 525 522 8558555228. 55528 8222825 5222 25 52858525 22 82 2585 82 252 888222 25 25522225 85588 82 252 8282 525 258858882 52822288888822 22 2585, 528228288282, 25288525 2552 522 5228885882 88255285822 25528 85588 82 2585 82 5882555282 8825 252 8588.
XII. COPYRIGHT AND INTELLECTUAL PROPERTY
In accordance with the terms and conditions of this Agreement, the Marketer may create Intellectual Property (the "Created IP") including, but not limited to, printed or digital text, research data, audio and video files containing the outputs of the consultation, drawings, specifications, reports, advice, analyses, analytics, data, design, methodologies, or any other intellectual property as required to perform the Social Media Marketing Services to the Client. Any such Created IP generated by the Marketer and the copyright in connection with the performance of the Social Media Marketing Services to the Client shall belong to the Marketer, and the Marketer hereby grants the Client a non-exclusive, irrevocable, royalty-free license to use the Created IP for the Client's business and internal purposes. The Client shall be permitted to copy, modify, disseminate, or otherwise publish the Created IP but shall not allow third parties to do so, provided that the Marketer shall keep the Client indemnified against third-party claims to the resulting work of the social media marketing that is not modified by the Client.
There shall be no infringement of copyright or any intellectual property rights used or obtained during the Social Media Marketing Services. The original works or any intellectual property provided by the Client to the Marketer to assist in the provision of the Social Media Marketing Services including but not limited to the text, documents, or other materials showing information pertaining to the Client shall belong to the Client and the derivative works or the resulting work of the social media marketing services provided to the Client by the Marketer shall belong to the Marketer.
XIII. CONFIDENTIALITY
The Marketer hereby acknowledges and agrees that during the term of this Agreement, the Marketer may have access to information that is confidential and/or commercially valuable to the Client ("Confidential Information") which may include but is not limited to:
1. information of whatever nature relating to the business activities, practices, and finances of the Client;
2. any other evaluation material, design work, technologies, technological ideas or strategies, strategic plans and ideas, marketing strategies, innovations, creative plans, concepts, and any other plans, ideas or trade secrets developed by the Marketer or on its behalf, or used by the Client, whether relating specifically to the Client's business or otherwise;
3. any information derived from any other information which falls within this definition of Confidential Information; and
4. any copy of any Confidential Information.
Confidential information shall not include information which:
1. was known or in the possession of the Marketer before it was provided to the Marketer by the Client, provided that it was known or in possession of the Marketer through legal means, and not as a result of any breach of this Agreement or any other agreement or obligation relating to confidentiality (whether or not the Marketer was a party to such other agreement or obligation);
2. is, or becomes, publicly available through no fault of the Marketer;
3. is provided to the Marketer without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
4. is provided to the Marketer by the Client and is marked "Non-Confidential"; or
5 is required by law or regulation to be disclosed, but in the event that this exception applies, it applies only to the absolute minimum necessary and provided that the Marketer first consulted to establish whether and, if so, how far it is possible to prevent or restrict such enforced disclosure.
If there is any doubt as to whether any particular information constitutes Confidential Information, the Marketer should presume it is Confidential Information, until the Marketer obtains explicit confirmation from the Client that it is not Confidential Information. The Parties further agree that:
1. The Marketer shall keep the Confidential Information confidential and secret.
2. The Marketer shall only use the Confidential Information in accordance with the objectives and purposes of this Agreement in accordance with the provisions thereunder.
3. The Marketer will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Client.
4. The Marketer will not copy or modify Confidential Information without the prior written consent of the Client, or as expressly permitted in accordance with this Agreement.
5. The Marketer shall promptly advise the Client if the Marketer becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
6. The Marketer shall not disclose any Confidential Information to any of their employees, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the Client.
7. This clause will survive termination or expiration of this Agreement.
XIV. 88852825555558
552 888222 525228 525 582228825228 2552 252 25522225 252 222522 25 82 52525 252 2225222222 8825 522 22525 85882288 25 82558252, 828855822, 82 5228885882, 252 585282 82222282258 22 252 888222. 2552525, 252 25522225 252 82 2225225 82 528858 22585 255222822 52588828 25 82 22282225 8825 22525 828858 22585 255222822 22252222228, 85882288, 2522288822, 25552, 25 8828855 5828882828 25288525 2552 82 8888 222 2882 5882 22 522 82228882 22 82225282 8228222 252 25522225 525 252 888222.
XV. LIMITATION OF LIABILITY
Except in cases of death or personal injury caused by either party's acts or negligence, either party's liability in contract, quasi-delict, or otherwise arising through or in connection with this Agreement or through or in connection with the completion of the obligations under the Agreement shall be limited to the Fees paid by the Client to the Marketer.
To the extent it is lawful, neither party shall be liable to the other party in contract, quasi-delict, negligence, breach of statutory duty, or otherwise for any loss, damage, costs, or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits, or business.
XVI. INDEMNITY
Unless otherwise provided elsewhere in this agreement, the Client hereby agrees to indemnify the Marketer against any and all damage, liability, and loss, as well as legal fees and costs incurred, as a result of the Social Media Marketing Services rendered under this Agreement or any transaction or matter connected with the Social Media Marketing Services or the relationship between the Client and the Marketer. This clause shall not be read to provide indemnification for any Party in the event that a competent court of law, rendering final judgment, holds that the bad faith, gross negligence, or willful misconduct of the Party caused the damage, liability, or loss.
XVII. TIME FOR PERFORMANCE
Notwithstanding any provision to the contrary, any dates, periods, or times specified by the Marketer in the Agreement are estimates only and time shall not be of the essence for the performance by the Marketer of its obligations under this Agreement.
XVIII. TERMINATION
This Agreement may be terminated by either Party through a written notice:
1. if the other party commits a material breach of any term of this Agreement that cannot be remedied within Fourteen (14) Days or was not remedied within Fourteen (14) Days after a written request, such as non-payment or non-performance unless otherwise provided elsewhere in this agreement;
2. if the other party becomes unable to perform its duties hereunder, including the duty to pay or the duty to perform;
3. if termination is without cause or if the cause is not mentioned in this article, provided that the written notice shall be given within Thirty (30) days before the effective date of termination.
If this Agreement is terminated, the Client hereby agrees to pay for all Social Media Marketing Services rendered up to the date of termination.
Any termination shall not affect the accrued rights or liabilities of either party under this Agreement or the law and shall be without prejudice to any rights or remedies either party may be entitled. Any provision or subpart of this Agreement which is meant to continue after the termination or come into force at or after termination shall not be affected.
XIX. RELATIONSHIP OF THE PARTIES
The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to constitute an employment, partnership, joint venture, agency relationship, or otherwise between the Parties and that this Agreement is for the sole and express purpose of rendering the Social Media Marketing Services by the Marketer to the Client under the terms and conditions contained herein.
XX. WRITTEN NOTICES
All notices that are required to be in writing and any other communication may be made through email at the Parties' respective email addresses as follows:
1. Marketer: ________
2. Client: ________
XXI. FORCE MAJEURE
Neither Party shall be liable for any failure to perform due to causes beyond its reasonable control including but not limited to acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances, provided that the Party prevented from complying herewith shall take all actions within its power to comply as fully as possible.
Except when not reasonably possible, the Party prevented by force majeure shall notify the other Party in writing within 5 days from the occurrence of said force majeure.
XXII. ASSIGNMENT
This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part by either Party.
XXIII. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS
The Parties agree to execute such other documents as are reasonable and necessary for the proper implementation of this Agreement.
XXIV. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
XXV. WAIVER
Failure of either party to insist, in one or more instances, the strict performance of any of the terms of this Agreement, or to exercise any portion herein contained, shall thereafter not be construed as abandonment or cancellation, or waiver of such term. No waiver shall be deemed to have been made unless expressed in writing and signed by the party granting the waiver. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date.
XXVI. COUNTERPARTS
This Agreement may be executed in counterparts, all of which constitute a single agreement. If the dates set forth at the signatures of this document are different, the Agreement shall be considered effective as of the date that both Parties signed the Agreement.
XXVII. SEVERABILITY
The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed subsequent to the expungement of the invalid provision.
XXVIII. CUMULATIVE RIGHTS
The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.
XXIX. HEADINGS
Headings are for convenience only and do not affect the interpretation of this Agreement.
XXX. ENTIRETY OF AGREEMENT
This Agreement represents the entire agreement between the Marketer and the Client and supersedes all prior negotiations, representations, agreements, either oral or written.
XXXI. AMENDMENTS AND MODIFICATIONS
This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.
IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first stated above.
________
Marketer
________
Client
SOCIAL MEDIA MARKETING AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Social Media Marketing Agreement (the "Agreement") is made and entered into this ________ day of _______________________, 20_______, the City/Municipality of _____________________, Province of _____________________, by and between:
________, Filipino, of legal age, and with address at ________, hereinafter referred to as the "Marketer".
- and -
________, Filipino, of legal age, and with address at ________, hereinafter referred to as the "Client"
The Marketer and the Client shall be referred to collectively as the "Parties".
WITNESSETH THAT:
WHEREAS, The Marketer has the skills, qualifications, and expertise required to provide Social Media Marketing Services to the Client, as described below.
WHEREAS, The Client would like to engage the Marketer's services.
WHEREAS, The Client is engaged in the following business (the "Business"):
________
WHEREAS, The Marketer wishes to render such Social Media Marketing Services to the Client.
NOW THEREFORE, for and in consideration of the promises and covenants contained herein, the Parties do hereby agree as follows:
I. SOCIAL MEDIA MARKETING SERVICES
The Marketer shall provide the Social Media Marketing Services to the Client (the "Social Media Marketing Services") by producing certain Campaings as specified below. In particular, the Marketer agrees to provide the following:
CAMPAIGN:
Title: ________
Description:
________
II. PERFORMANCE
The Marketer warrants and represents that the Marketer is equipped with the appropriate skills, knowledge, expertise, and relevant experience to carry out and perform the Social Media Marketing Services. At the Client's request, and during the term of this Agreement, the Marketer will provide the Social Media Marketing Services to the best of the Marketer's abilities and in accordance with the work standards within the marketer's industry.
III. TERM OF THE AGREEMENT
The Social Media Marketing Services will begin on ________ (the "Commencement Date").
The Marketer must meet the following deadlines (the "Key Dates"):
________
IV. OBLIGATIONS OF THE CLIENT
The Client hereby agrees that the Client shall provide whatever will be required, whether business materials, data, or other information necessary as well as necessary and adequate assistance for the Marketer to carry out the Social Media Marketing Services. The Client further agrees that should there be any staff, employee, collaborator, or any other person to whom any output of the Social Media Marketing Services will be shared, the Client shall ensure that the provisions of this Agreement are respected and complied with.
V. CLIENT APPROVAL
The Client hereby agrees that the Campaings may change and be modified according to the needs of the Client and the general landscape and industry of the Client's business, provided that any modification or amendment in the requirements of the Campaings that may be suggested or proposed by the Marketer shall be subject to the approval of the Client.
If the Client does not request a modification of the Campaings within ________ days from the submission of the Campaings by the Marketer to the Client, then the Campaings shall be deemed to be final.
VI. LOCATION
The Marketer shall perform the Social Media Marketing Services at the following location (the "Location"):
________
VII. SERVICE FEES
The Client shall pay a fixed fee of ________ (₱________) upon the commencement of the Agreement (the "Service Fee").
The Client shall pay a retainer fee in the amount of ________ (₱________) prior to the Commencement Date as a requisite for the perfection of this Agreement (the "Retainer Fee") which shall form part of the Service Fee and will secure the Social Media Marketing Services before their performance. The Retainer Fee shall be due and demandable on ________.
VIII. PAYMENT
The Marketer will be entitled to send an invoice every week.
The Client shall pay the Marketer's invoice within ________ days from the date of receipt of the invoice.
The Client may pay the invoice as follows:
________
IX. MATERIALS, COSTS, AND DISBURSEMENTS
The Marketer is permitted to charge for all reasonable and necessary costs and expenses incurred in performing the Social Media Marketing Services, including but not limited to communications, internet connection, traveling, photocopying, courier services, and postage, subject to agreement from the Client that will be used for the performance of the Social Media Marketing Services, on top of the fees set out in this Agreement.
X. LATE PAYMENTS
If the Client does not pay the invoiced and required amount as provided in this Agreement, the Marketer shall be entitled to charge interest on the outstanding amount at an annual rate of Six Percent (6%). The Marketer may also require the Client to pay for the Social Media Marketing Services, or any part of the Social Media Marketing Services, in advance and cease performance of the Social Media Marketing Services completely until payment is made, at the Marketer's sole and exclusive discretion.
XI. 58255
822 525 588 8555228 2525882 52525 2588 825222222 552 258858882 22 25528 525 522 8558555228. 55528 8222825 5222 25 52858525 22 82 2585 82 252 888222 25 25522225 85588 82 252 8282 525 258858882 52822288888822 22 2585, 528228288282, 25288525 2552 522 5228885882 88255285822 25528 85588 82 2585 82 5882555282 8825 252 8588.
XII. COPYRIGHT AND INTELLECTUAL PROPERTY
In accordance with the terms and conditions of this Agreement, the Marketer may create Intellectual Property (the "Created IP") including, but not limited to, printed or digital text, research data, audio and video files containing the outputs of the consultation, drawings, specifications, reports, advice, analyses, analytics, data, design, methodologies, or any other intellectual property as required to perform the Social Media Marketing Services to the Client. Any such Created IP generated by the Marketer and the copyright in connection with the performance of the Social Media Marketing Services to the Client shall belong to the Marketer, and the Marketer hereby grants the Client a non-exclusive, irrevocable, royalty-free license to use the Created IP for the Client's business and internal purposes. The Client shall be permitted to copy, modify, disseminate, or otherwise publish the Created IP but shall not allow third parties to do so, provided that the Marketer shall keep the Client indemnified against third-party claims to the resulting work of the social media marketing that is not modified by the Client.
There shall be no infringement of copyright or any intellectual property rights used or obtained during the Social Media Marketing Services. The original works or any intellectual property provided by the Client to the Marketer to assist in the provision of the Social Media Marketing Services including but not limited to the text, documents, or other materials showing information pertaining to the Client shall belong to the Client and the derivative works or the resulting work of the social media marketing services provided to the Client by the Marketer shall belong to the Marketer.
XIII. CONFIDENTIALITY
The Marketer hereby acknowledges and agrees that during the term of this Agreement, the Marketer may have access to information that is confidential and/or commercially valuable to the Client ("Confidential Information") which may include but is not limited to:
1. information of whatever nature relating to the business activities, practices, and finances of the Client;
2. any other evaluation material, design work, technologies, technological ideas or strategies, strategic plans and ideas, marketing strategies, innovations, creative plans, concepts, and any other plans, ideas or trade secrets developed by the Marketer or on its behalf, or used by the Client, whether relating specifically to the Client's business or otherwise;
3. any information derived from any other information which falls within this definition of Confidential Information; and
4. any copy of any Confidential Information.
Confidential information shall not include information which:
1. was known or in the possession of the Marketer before it was provided to the Marketer by the Client, provided that it was known or in possession of the Marketer through legal means, and not as a result of any breach of this Agreement or any other agreement or obligation relating to confidentiality (whether or not the Marketer was a party to such other agreement or obligation);
2. is, or becomes, publicly available through no fault of the Marketer;
3. is provided to the Marketer without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
4. is provided to the Marketer by the Client and is marked "Non-Confidential"; or
5 is required by law or regulation to be disclosed, but in the event that this exception applies, it applies only to the absolute minimum necessary and provided that the Marketer first consulted to establish whether and, if so, how far it is possible to prevent or restrict such enforced disclosure.
If there is any doubt as to whether any particular information constitutes Confidential Information, the Marketer should presume it is Confidential Information, until the Marketer obtains explicit confirmation from the Client that it is not Confidential Information. The Parties further agree that:
1. The Marketer shall keep the Confidential Information confidential and secret.
2. The Marketer shall only use the Confidential Information in accordance with the objectives and purposes of this Agreement in accordance with the provisions thereunder.
3. The Marketer will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Client.
4. The Marketer will not copy or modify Confidential Information without the prior written consent of the Client, or as expressly permitted in accordance with this Agreement.
5. The Marketer shall promptly advise the Client if the Marketer becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
6. The Marketer shall not disclose any Confidential Information to any of their employees, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the Client.
7. This clause will survive termination or expiration of this Agreement.
XIV. 88852825555558
552 888222 525228 525 582228825228 2552 252 25522225 252 222522 25 82 52525 252 2225222222 8825 522 22525 85882288 25 82558252, 828855822, 82 5228885882, 252 585282 82222282258 22 252 888222. 2552525, 252 25522225 252 82 2225225 82 528858 22585 255222822 52588828 25 82 22282225 8825 22525 828858 22585 255222822 22252222228, 85882288, 2522288822, 25552, 25 8828855 5828882828 25288525 2552 82 8888 222 2882 5882 22 522 82228882 22 82225282 8228222 252 25522225 525 252 888222.
XV. LIMITATION OF LIABILITY
Except in cases of death or personal injury caused by either party's acts or negligence, either party's liability in contract, quasi-delict, or otherwise arising through or in connection with this Agreement or through or in connection with the completion of the obligations under the Agreement shall be limited to the Fees paid by the Client to the Marketer.
To the extent it is lawful, neither party shall be liable to the other party in contract, quasi-delict, negligence, breach of statutory duty, or otherwise for any loss, damage, costs, or expenses of any nature whatsoever incurred or suffered by that other party of an indirect or consequential nature including without limitation any economic loss, data loss, loss of goodwill, or other loss of turnover, profits, or business.
XVI. INDEMNITY
Unless otherwise provided elsewhere in this agreement, the Client hereby agrees to indemnify the Marketer against any and all damage, liability, and loss, as well as legal fees and costs incurred, as a result of the Social Media Marketing Services rendered under this Agreement or any transaction or matter connected with the Social Media Marketing Services or the relationship between the Client and the Marketer. This clause shall not be read to provide indemnification for any Party in the event that a competent court of law, rendering final judgment, holds that the bad faith, gross negligence, or willful misconduct of the Party caused the damage, liability, or loss.
XVII. TIME FOR PERFORMANCE
Notwithstanding any provision to the contrary, any dates, periods, or times specified by the Marketer in the Agreement are estimates only and time shall not be of the essence for the performance by the Marketer of its obligations under this Agreement.
XVIII. TERMINATION
This Agreement may be terminated by either Party through a written notice:
1. if the other party commits a material breach of any term of this Agreement that cannot be remedied within Fourteen (14) Days or was not remedied within Fourteen (14) Days after a written request, such as non-payment or non-performance unless otherwise provided elsewhere in this agreement;
2. if the other party becomes unable to perform its duties hereunder, including the duty to pay or the duty to perform;
3. if termination is without cause or if the cause is not mentioned in this article, provided that the written notice shall be given within Thirty (30) days before the effective date of termination.
If this Agreement is terminated, the Client hereby agrees to pay for all Social Media Marketing Services rendered up to the date of termination.
Any termination shall not affect the accrued rights or liabilities of either party under this Agreement or the law and shall be without prejudice to any rights or remedies either party may be entitled. Any provision or subpart of this Agreement which is meant to continue after the termination or come into force at or after termination shall not be affected.
XIX. RELATIONSHIP OF THE PARTIES
The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to constitute an employment, partnership, joint venture, agency relationship, or otherwise between the Parties and that this Agreement is for the sole and express purpose of rendering the Social Media Marketing Services by the Marketer to the Client under the terms and conditions contained herein.
XX. WRITTEN NOTICES
All notices that are required to be in writing and any other communication may be made through email at the Parties' respective email addresses as follows:
1. Marketer: ________
2. Client: ________
XXI. FORCE MAJEURE
Neither Party shall be liable for any failure to perform due to causes beyond its reasonable control including but not limited to acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances, provided that the Party prevented from complying herewith shall take all actions within its power to comply as fully as possible.
Except when not reasonably possible, the Party prevented by force majeure shall notify the other Party in writing within 5 days from the occurrence of said force majeure.
XXII. ASSIGNMENT
This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part by either Party.
XXIII. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS
The Parties agree to execute such other documents as are reasonable and necessary for the proper implementation of this Agreement.
XXIV. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
XXV. WAIVER
Failure of either party to insist, in one or more instances, the strict performance of any of the terms of this Agreement, or to exercise any portion herein contained, shall thereafter not be construed as abandonment or cancellation, or waiver of such term. No waiver shall be deemed to have been made unless expressed in writing and signed by the party granting the waiver. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date.
XXVI. COUNTERPARTS
This Agreement may be executed in counterparts, all of which constitute a single agreement. If the dates set forth at the signatures of this document are different, the Agreement shall be considered effective as of the date that both Parties signed the Agreement.
XXVII. SEVERABILITY
The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed subsequent to the expungement of the invalid provision.
XXVIII. CUMULATIVE RIGHTS
The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.
XXIX. HEADINGS
Headings are for convenience only and do not affect the interpretation of this Agreement.
XXX. ENTIRETY OF AGREEMENT
This Agreement represents the entire agreement between the Marketer and the Client and supersedes all prior negotiations, representations, agreements, either oral or written.
XXXI. AMENDMENTS AND MODIFICATIONS
This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.
IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first stated above.
________
Marketer
________
Client
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