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Sales And Marketing Outsourcing Agreement
"I need a Sales and Marketing Outsourcing Agreement for my tech startup based in Sydney, engaging a marketing agency to handle our digital marketing and inside sales activities starting March 2025, with a focus on protecting our intellectual property and ensuring GDPR compliance as we plan to expand into Europe."
1. Parties: Identification of the principal company and the service provider
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Scope: Formal appointment of service provider and overview of services to be provided
5. Term and Renewal: Duration of the agreement and renewal provisions
6. Service Provider's Obligations: Core responsibilities and service delivery requirements
7. Principal's Obligations: Support, access, and resources to be provided by the principal
8. Performance Standards: Required service levels and quality standards
9. Fees and Payment: Compensation structure, payment terms, and invoicing requirements
10. Intellectual Property: Ownership and usage rights of IP created during service delivery
11. Confidentiality: Protection of confidential information and trade secrets
12. Data Protection and Privacy: Obligations regarding handling of customer and business data
13. Compliance: Regulatory compliance requirements and industry standards
14. Liability and Indemnification: Risk allocation and liability limitations
15. Termination: Termination rights, process, and consequences
16. Post-Termination Obligations: Transition arrangements and ongoing obligations after termination
17. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
1. International Services: Additional provisions for cross-border services including currency, tax, and regulatory compliance
2. Digital Marketing Provisions: Specific requirements for online marketing, social media, and digital platforms
3. Sales Territory: Geographic or market segment restrictions and exclusivity provisions
4. Customer Relationship Management: Provisions for handling customer relationships and database management
5. Brand Guidelines: Requirements for maintaining brand consistency and approval processes
6. Commission Structure: Detailed commission calculations and incentive programs for direct sales
7. Audit Rights: Rights to audit performance, financial records, and compliance
8. Insurance: Specific insurance requirements based on service scope and risk profile
9. Force Majeure: Provisions for handling unforeseen circumstances and business interruptions
1. Schedule 1 - Services Description: Detailed description of all marketing and sales services to be provided
2. Schedule 2 - Service Levels: Specific KPIs, performance metrics, and measurement methodology
3. Schedule 3 - Fee Schedule: Detailed fee structure, commission rates, and payment calculations
4. Schedule 4 - Approved Marketing Materials: List of pre-approved marketing materials and approval process
5. Schedule 5 - Compliance Requirements: Specific regulatory requirements and compliance procedures
6. Schedule 6 - Reports and Reviews: Required reporting formats, frequency, and review procedures
7. Schedule 7 - Key Personnel: List of key personnel and their roles from both parties
8. Appendix A - Brand Guidelines: Detailed brand usage guidelines and requirements
9. Appendix B - Data Processing Requirements: Specific requirements for handling customer data and privacy compliance
Authors
Applicable Laws
Approved Marketing Materials
Australian Consumer Law
Business Day
Change Control Process
Commencement Date
Confidential Information
Contract Year
Customer Data
Deliverables
Effective Date
Force Majeure Event
Intellectual Property Rights
Key Performance Indicators
Marketing Services
Marketing Strategy
Personal Information
Personnel
Principal
Principal Materials
Privacy Laws
Renewal Term
Reports
Sales Services
Sales Targets
Service Credits
Service Levels
Service Provider
Services
Subsidiary
Term
Territory
Third Party Materials
Transition Period
Transition Services
Work Product
Commission
Performance Metrics
Quality Standards
Regulatory Requirements
Service Fees
Brand Guidelines
Campaign
Customer Database
Marketing Budget
Sales Pipeline
Success Metrics
Target Market
Service Scope
Term and Renewal
Service Provider Obligations
Principal Obligations
Performance Standards
Service Levels
Fees and Payment
Commission Structure
Intellectual Property
Confidentiality
Data Protection
Privacy Compliance
Marketing Compliance
Consumer Law Compliance
Quality Control
Reporting Requirements
Audit Rights
Personnel
Subcontracting
Non-Competition
Non-Solicitation
Liability
Indemnification
Insurance
Force Majeure
Termination
Exit Management
Dispute Resolution
Governing Law
Assignment
Variation
Notices
Brand Protection
Territory Rights
Exclusivity
Change Control
Business Continuity
Regulatory Compliance
Record Keeping
Customer Management
Marketing Approvals
Sales Targets
Performance Reviews
Risk Management
Warranties
Remedies
Retail
E-commerce
Technology
Consumer Goods
Financial Services
Healthcare
Manufacturing
Professional Services
Telecommunications
Real Estate
Education
Entertainment and Media
Legal
Marketing
Sales
Procurement
Finance
Operations
Compliance
Risk Management
Business Development
Commercial
Chief Marketing Officer
Sales Director
Marketing Director
Business Development Manager
Commercial Director
Procurement Manager
Legal Counsel
Contract Manager
Operations Director
Chief Financial Officer
Marketing Manager
Sales Operations Manager
Compliance Officer
Risk Manager
Vendor Relationship Manager
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