Marketing and Advertising Agreement

Effective Date: 16/12/2024
This Agreement is entered into by and between:

Nexwinds Solutions Lda (“Nexwinds,” “we,” “us,” or “our”), located at Rua Engenheiro João Tallone, n.º 80, 4470-516 Maia, Porto, Portugal, and
[Client’s Name] (“Client,” “you,” or “your”), with its principal address at [Insert Client Address].

Together, Nexwinds and Client are referred to as the “Parties.”

1. Scope of Services

Nexwinds agrees to provide marketing and advertising services to the Client as described in this Agreement or accompanying work orders, proposals, or scopes of work. These services may include, but are not limited to:

Development and management of advertising campaigns on platforms such as Google Ads, Facebook, Instagram, and TikTok.
Content creation, including blogs, social media posts, and advertisements, to support brand visibility and SEO objectives.
Strategic planning and implementation of digital marketing activities, including email campaigns and paid advertising.
Analytics and reporting on campaign performance, including website traffic, ad impressions, conversions, and ROI.

Specific services and deliverables will be outlined in separate Statements of Work (SOWs), which are incorporated into this Agreement.

2. Term and Termination

2.1 Term

This Agreement commences on the Effective Date and will remain in effect for an initial term of [Insert Duration, e.g., 12 months], unless terminated earlier as provided below. After the initial term, the Agreement may renew automatically for successive terms of [Insert Renewal Period] unless either Party provides written notice of non-renewal at least [Insert Period, e.g., 30 days] before the end of the current term.

2.2 Termination

Either Party may terminate this Agreement for any reason by providing [Insert Period, e.g., 30 days] written notice to the other Party.

2.3 Termination for Cause

Either Party may terminate this Agreement immediately if the other Party breaches any material provision and fails to cure such breach within [Insert Cure Period, e.g., 15 days] after receiving written notice.

2.4 Effect of Termination

Upon termination:

Nexwinds will cease all marketing activities and deliverables.
The Client will pay for all services rendered and expenses incurred up to the termination date.

3. Compensation and Payment Terms

3.1 Fees

The Client agrees to pay Nexwinds fees as outlined in the applicable SOW or proposal.

3.2 Payment Terms

Payments are due within [Insert Period, e.g., 30 days] of receipt of an invoice unless otherwise agreed.
Late payments are subject to a [Insert Penalty, e.g., 2% per month] fee on the outstanding balance.

3.3 Third-Party Costs

The Client will be responsible for all third-party costs incurred on its behalf, including but not limited to platform advertising spend (e.g., Google Ads budgets).

4. Client Responsibilities

To enable Nexwinds to deliver services effectively, the Client agrees to:

Provide all necessary information, branding materials, and access to accounts or platforms required to execute campaigns.
Review and approve deliverables within reasonable timeframes.
Ensure compliance with any applicable industry regulations, advertising guidelines, and local laws related to the Client’s products or services.

5. Intellectual Property Rights

5.1 Ownership of Deliverables

Upon full payment of fees, the Client will own all final deliverables created specifically for the Client.
Nexwinds retains ownership of pre-existing materials, tools, and methodologies used to create deliverables.

5.2 License to Use Marketing Content

The Client grants Nexwinds a non-exclusive, royalty-free license to use marketing content (e.g., logos, images) provided by the Client for the purpose of delivering services under this Agreement.

5.3 Nexwinds’ Proprietary Materials

Nexwinds retains ownership of all proprietary tools, templates, processes, and intellectual property not specifically created for the Client.

6. Confidentiality

6.1 Definition

Confidential Information includes all non-public information disclosed by either Party to the other, whether written, verbal, or electronic, related to the disclosing Party’s business, clients, or services.

6.2 Obligations

Both Parties agree to protect the confidentiality of the other Party’s Confidential Information and not to disclose or use it for any purpose other than fulfilling obligations under this Agreement.

7. Performance Guarantees

Nexwinds will use commercially reasonable efforts to deliver marketing services and optimize campaigns. However, due to the nature of digital marketing, Nexwinds does not guarantee specific results, including ROI, website traffic, or conversion rates.

8. Indemnification and Liability

8.1 Indemnification by Nexwinds

Nexwinds will indemnify and hold harmless the Client from any third-party claims arising from Nexwinds’ negligence or intentional misconduct.

8.2 Indemnification by the Client

The Client will indemnify and hold harmless Nexwinds from any claims related to the Client’s products, services, or failure to comply with applicable advertising or legal regulations.

8.3 Limitation of Liability

To the fullest extent permitted by law, Nexwinds’ liability under this Agreement will not exceed the total fees paid by the Client in the preceding six (6) months.

9. Compliance with Laws

Nexwinds will comply with all applicable laws and advertising standards. The Client is responsible for ensuring that its products, services, and advertising materials comply with applicable laws and do not infringe third-party rights.

10. Governing Law and Dispute Resolution

10.1 Governing Law

This Agreement is governed by the laws of Portugal.

10.2 Dispute Resolution

The Parties agree to resolve any disputes amicably. If a resolution cannot be reached, disputes will be submitted to the exclusive jurisdiction of the courts of Porto, Portugal.

11. Miscellaneous Provisions

11.1 Force Majeure

Neither Party will be liable for delays or failures to perform due to events beyond their reasonable control, including acts of God, natural disasters, or governmental actions.

11.2 Entire Agreement

This Agreement, including any attached SOWs, constitutes the entire agreement between the Parties and supersedes any prior agreements.

11.3 Amendments

This Agreement may be amended only in writing signed by both Parties.

11.4 Severability

If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions will remain in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Marketing and Advertising Agreement as of the Effective Date.

For Nexwinds Solutions Lda
By: _______________________________
Name: [Insert Name]
Title: [Insert Title]
Date: ______________________________

For [Client’s Name]
By: _______________________________
Name: [Insert Name]
Title: [Insert Title]
Date: ______________________________