REF: DIGITAL-MARKETING-CAMPAIGN-AGREEMENT DIGITAL MARKETING CAMPAIGN AGREEMENT
THIS DIGITAL MARKETING CAMPAIGN AGREEMENT (the "Agreement") is made on this [Agreement Date] (the "Effective Date"), by and between:
THE MARKETING AGENCY / SPECIALIST:
[Agency / Marketer Name], having its professional address at [Agency / Marketer Address] (hereinafter referred to as the "Agency", which expression shall, unless repugnant to the context, include their successors, legal heirs, and permitted assigns) of the FIRST PART;
AND
THE CLIENT:
[Client / Business Name], operating the brand [Client Brand / Trademark] (hereinafter referred to as the "Client", which expression shall, unless repugnant to the context, include its authorized representatives, successors, and permitted assigns) of the SECOND PART.
WHEREAS:
A. The Agency specializes in performance marketing, paid search acquisition, paid social campaigns, conversion rate optimization, and ad creative production.
B. The Client desires to retain the Agency to strategize, set up, manage, and optimize digital advertising campaigns for [Client Brand / Trademark], and the Agency agrees to provide such services on the terms hereunder.
NOW, THEREFORE, the Parties agree as follows:
1. CAMPAIGN OBJECTIVE AND ADVERTISING CHANNELS
1.1 The Agency shall strategize, configure, and manage digital campaigns aligned with the following objective:
[Campaign Objective & Growth Targets]
1.2 The marketing flight shall run on the following designated platforms and networks:
[Advertising Platforms & Networks]
1.3 The campaign shall operate for the agreed duration: [Campaign Duration & Flight Dates].
2. ADVERTISING BUDGET AND AGENCY MANAGEMENT FEES
2.1 Media Spend Allocation: The Client approves a direct advertising media spend of INR [Allocated Media Ad Budget (INR)] (Indian Rupees).
2.2 The media spend shall be charged directly to the Client's corporate payment card linked to the advertising accounts (Meta Ads Manager, Google Ads, etc.). The Agency does not disburse media ad spend from its management fees.
2.3 Professional Fee: In consideration for campaign strategy, ad setup, continuous A/B testing, and optimization, the Client shall pay to the Agency a management fee of INR [Agency Management Fee (INR)] (Indian Rupees).
2.4 The management fee is payable in advance at the commencement of the campaign flight.
2.5 Applicable Tax Deducted at Source (TDS) under Section 194C or 194J of the Income Tax Act 1961 shall apply, accompanied by statutory TDS credit certificates.
3. KPI BENCHMARKS AND CAMPAIGN DISCLAIMER
3.1 The campaign shall be optimized against the following operational key performance indicators:
[Target KPIs and Success Benchmarks]
3.2 Algorithmic and Market Disclaimer: The Parties expressly acknowledge and accept the following disclaimer:
[Performance Variance Disclaimer]
3.3 The Agency shall apply professional expertise, but cannot guarantee specific sales figures, profit margins, or ad auction winning costs due to factors beyond its control, including competitive bids, consumer behavior, inventory availability, and website checkout friction.
4. AD CREATIVE APPROVAL AND BRAND GOVERNANCE
4.1 The workflow for creative approval shall be:
[Creative Review & Approval Protocol]
4.2 The Client warrants that all product descriptions, claims, discounts, and brand logos provided to the Agency comply with the Consumer Protection Act 2019 and guidelines issued by the Advertising Standards Council of India (ASCI). The Client shall be solely liable for misleading product claims.
5. REPORTING AND ANALYTICAL REVIEWS
5.1 The Agency shall track ad spend, impressions, click-through rates, conversion metrics, and return on ad spend (ROAS).
5.2 The Agency shall furnish reports to the Client on a Weekly basis.
5.3 The Client shall maintain conversion tracking pixels, Google Tag Manager scripts, and server-side conversion APIs on its website as guided by the Agency.
6. ACCOUNT ACCESS AND INTELLECTUAL PROPERTY
6.1 All advertising accounts, custom audiences, and tracking pixels are and remain the property of the Client. The Agency shall access accounts via business partner access.
6.2 Custom visual ad creatives, copy text, and campaign assets developed specifically for the Client shall become the property of the Client upon receipt of the Agency management fee pursuant to Section 19 of the Copyright Act 1957.
6.3 The Agency reserves the right to cite anonymized performance statistics in case studies and marketing credentials.
7. CONFIDENTIALITY AND DATA PROTECTION
Both Parties agree to maintain strict confidentiality regarding customer lists, sales revenue figures, margins, and customer data in accordance with Section 43A of the Information Technology Act 2000 and the Digital Personal Data Protection Act 2023.
8. INDEPENDENT CONTRACTOR RELATIONSHIP
The Agency operates as an independent contractor under the Indian Contract Act 1872. No partnership, joint venture, or employer-employee relationship is created.
9. LIMITATION OF LIABILITY
Neither Party shall be liable for indirect, incidental, or consequential damages. The Agency's maximum aggregate financial liability arising out of or related to this Agreement shall be strictly capped at the management fees actually received by the Agency under this Agreement.
10. GOVERNING LAW AND ARBITRATION
This Agreement is governed by the laws of India. Any controversy or dispute arising hereunder shall be referred to arbitration before a sole arbitrator in India in accordance with the Arbitration and Conciliation Act 1996.
IN WITNESS WHEREOF, the Parties hereto have signed this Digital Marketing Campaign Agreement as of the date first above written.
AGENCY:
Signature: ___________________________
Name: [Agency / Marketer Name]
Address: [Agency / Marketer Address]
Date: [Agreement Date]
CLIENT:
Signature: ___________________________
Name: [Client / Business Name]
Brand: [Client Brand / Trademark]
Date: [Agreement Date]
SCHEDULE OF TERMS, COVENANTS & CONDITIONS(6 ACTIVE CLAUSES)
1. TENURE & TERM OF LEASE: The term of this lease/tenancy shall be for a fixed duration of {{duration_months}} months commencing on {{commencement_date}} and terminating on {{expiry_date}} unless renewed by mutual consent.
2. MONTHLY RENT & DUE DATE: The Second Party covenants to remit a monthly rent of Rs. {{monthly_rent}} payable in advance on or before the {{rent_due_day}} day of each calendar month.
3. REFUNDABLE SECURITY DEPOSIT: The Second Party has deposited an interest-free refundable security sum of Rs. {{security_deposit}} with the First Party, returnable within 7 banking days of vacant handover.
4. PERMITTED USE OF PREMISES: The demised premises shall be utilized exclusively for lawful residential dwelling purposes and shall not be converted into commercial or industrial use.
5. STATUTORY ARBITRATION (ACT 1996): Any dispute arising hereunder shall be referred to a sole arbitrator appointed mutually under the Arbitration and Conciliation Act, 1996, with seat of arbitration in the execution city.
6. SUB-LEASE & ASSIGNMENT PROHIBITION: The Second Party is strictly prohibited from sub-letting, parting with possession, or assigning any portion of the premises to third parties without prior written consent.
ATTESTATION BY INDEPENDENT WITNESSES (AS PER APPLICABLE LAW)
First Witness
Signature:
Full Name:
Parent / Spouse:
Address:
Govt ID / Aadhaar:
Second Witness
Signature:
Full Name:
Parent / Spouse:
Address:
Govt ID / Aadhaar:
