Social Media Management Contract Template

Header & Contracting Parties

1. Purpose of Engagement

• The Agreement is intended to be reusable through bracketed variables and configurable selections.
• Where a section presents two selectable options, the Parties should retain the applicable option and delete the inapplicable one before execution.
• All amendments, scope changes, and commercial changes must be documented in writing.

2. Engagement Duration & Term Options

2.1 Term Selection

1. Fixed-Term Option: This Agreement begins on [Start.Date] and continues until [End.Date], unless terminated earlier in accordance with this Agreement. Upon the expiration of the fixed term, all ongoing performance obligations shall cease except for payment, confidentiality, intellectual property, non-compete or exclusivity provisions that expressly survive termination, and any accrued rights or remedies.
2. Ongoing Retainer Option: This Agreement begins on [Start.Date] and continues on an ongoing retainer basis unless and until either Party terminates it by giving the other Party written notice at least [Notice.Period] days or weeks in advance. All services performed and fees accrued up to the effective termination date remain payable and enforceable.

2.2 Suspension and Delays

• Written notice may be delivered by email to the designated contact addresses unless the Parties require another formal notice method.
• Termination or expiration does not waive either Party's right to enforce accrued obligations, unpaid invoices, confidentiality, or surviving restrictions.

3. Detailed Scope of Work

4. Service Delivery, Approvals & Platform Controls

4.1 Content Workflow

1. The Contractor may prepare a content calendar, posting schedule, campaign plan, or editorial queue for Client review.
2. The Client shall review and approve or reject submitted materials within the agreed review period.
3. Once approved, the Contractor may schedule and publish content on the approved channels.
4. If the Client requests revisions beyond the agreed scope, the Contractor may treat those revisions as additional billable work subject to written approval.

4.2 Account Access and Security

• The Client shall provide timely access to relevant social accounts, tools, websites, analytics dashboards, and asset repositories needed for performance of the services.
• The Contractor may use platform credentials, delegated access, or approved third-party tools solely for purposes of delivering the services.
• The Contractor shall use reasonable care to protect credentials and shall promptly notify the Client of any known unauthorized access, suspected compromise, or platform restriction affecting managed accounts.

4.3 Communication Standards

5. Copyright, Intellectual Property & Confidentiality

5.1 Intellectual Property Ownership Selection

1. Client Ownership Option: Upon the Contractor's receipt of full payment for the applicable services, final approved social posts, blog posts, graphics, and other specifically commissioned deliverables created under this Agreement shall be owned by [Client.Company], excluding the Contractor's pre-existing tools, know-how, templates, processes, methodologies, and any third-party materials licensed separately.
2. Contractor Ownership Option: Unless otherwise agreed in writing, all social posts, blog posts, graphics, and related media deliverables created under this Agreement shall remain the property of [Sender.Company], and [Client.Company] receives only a limited, non-exclusive, non-transferable license to use the deliverables for the approved business purpose after full payment is received.

5.2 Confidentiality

• Each Party shall keep confidential and shall not disclose to any third party any non-public business, commercial, financial, technical, operational, marketing, customer, campaign, or strategic information received from the other Party except as required to perform this Agreement or as required by law.
• The Contractor shall not copy, reuse, sell, disclose, or retain the Client's proprietary assets, account data, access credentials, campaign materials, internal documents, audience data, or unpublished business information except as necessary to perform the services.
• The Client shall not copy, distribute, or repurpose the Contractor's confidential internal processes, pricing logic, templates, reporting formats, or proprietary workflows except as expressly permitted in writing.

6. Non-Compete / Exclusivity

6.1 Competitor Restriction

6.2 Post-Term Restriction

6.3 Reasonableness and Compliance

• The Parties intend any exclusivity or non-compete restriction to be interpreted narrowly and only to the extent enforceable in the governing jurisdiction.
• If any part of this clause is found unenforceable, it shall be modified or limited only to the minimum extent necessary to remain enforceable while preserving the Parties' intent.
• Nothing in this section prevents either Party from serving businesses outside the designated competitor category or using general knowledge, skills, and experience not constituting confidential information.

7. Contract Termination & Post-Termination Obligations

7.1 Termination Triggers

• Expiration of the fixed term, if the Fixed-Term Option is selected.
• Termination by mutual written agreement of the Parties.
• Termination by either Party on written notice under the Ongoing Retainer Option or any agreed notice right.
• Termination resulting from medical incapacity, death, bankruptcy, insolvency, or similar inability of a Party to continue performance.
• Termination for material breach if the breaching Party fails to cure within any contractually required cure period.

7.2 Settlement and Off-Boarding

1. The Client shall pay all outstanding fees, approved expenses, and other amounts due for services performed up to the effective termination date.
2. Where commercially reasonable and already scheduled or substantially completed, the Contractor shall complete pending posts or hand off scheduled content in an orderly manner through the effective termination date unless the Client instructs otherwise in writing.
3. The Contractor shall delete or remove from personal devices and non-authorized storage locations all Client data, account credentials, and confidential materials not required to be retained by law.
4. The Contractor shall provide written confirmation of compliance with the off-boarding and deletion obligations upon request.
5. The Client shall revoke or update account permissions, passwords, delegated access, and platform roles as appropriate after the transition is complete.

7.3 Survival

8. Financial Terms & Payment Schedule

8.1 Payment Obligations

• No services are required to begin until any required deposit has been received by [Sender.Company].
• If the engagement is structured as a recurring retainer, the retainer covers only the services expressly included in the agreed scope and does not include out-of-scope requests unless separately approved.
• Undisputed invoices not paid by the due date may accrue the stated late penalty after any agreed grace period.
• The Contractor may suspend services for non-payment after giving reasonable notice, without waiving the right to collect outstanding sums.

8.2 Refunds and Chargebacks

9. Standard Legal Provisions & Execution

9.1 Boilerplate Provisions

1. Written modifications only: No amendment, scope expansion, waiver, or other modification of this Agreement is valid unless made in writing and signed or otherwise expressly approved by both Parties.
2. Force Majeure: Neither Party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, governmental action, labor disruption, internet or platform outages, cyber incidents, natural disasters, or similar force majeure events, provided the affected Party gives prompt notice where practicable.
3. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict-of-law principles.
4. Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding the subject matter and supersedes prior oral or written discussions, proposals, or understandings regarding the same services.
5. Severability: If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.
6. Counterparts and Electronic Signatures: This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and together shall constitute one instrument.