THIS GOOGLE & META ADS MANAGEMENT SERVICE AGREEMENT, dated [date] (the “Effective Date”), is between Premier Marketing (“Company”), a North Carolina, Limited Liability Company, having offices at 615 S College St, Floor 9, Charlotte, North Carolina, 28202, and [client name] (“Client”), a [state of incorporation] [Type of Entity], with its principal place of business at [address]. Company and Client are sometimes referred to herein collectively as “Parties” and individually as a “Party.”
NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, the Parties agree as follows:
“Ad Spend” or “Media Budget” means the funds allocated by Client and paid directly to Google, Meta, or other advertising platforms for the purchase of advertising placements. Ad Spend is entirely separate from and in addition to Company’s management fees and is controlled solely by the advertising platforms.
“Advertising Platforms” means Google LLC (Google Ads, including Search, Display, YouTube, Shopping, and Performance Max campaigns) and Meta Platforms, Inc. (Meta Ads, including Facebook Ads and Instagram Ads), collectively referred to herein.
“Agreement” means this written agreement between Company and Client.
“Campaign” means any paid advertising campaign created, managed, or optimized by Company on behalf of Client on the Advertising Platforms.
“Management Fee” means the fee payable to Company for its advertising management services, separate from and in addition to any Ad Spend.
“Hour” means one hour spent by one Company advertising specialist or team member.
“Key Performance Indicators” or “KPIs” means the measurable metrics used to evaluate advertising performance, as agreed upon by the Parties, including but not limited to impressions, clicks, click-through rate (CTR), cost per click (CPC), cost per acquisition (CPA), return on ad spend (ROAS), and conversion rates.
“Platform Policies” means the advertising policies, terms of service, community standards, and guidelines of the Advertising Platforms, as updated from time to time.
“Project Manager” means one of Client’s employees designated by Client as its liaison with Company, with the authority to make binding decisions under this Agreement.
(a) Onboarding and Audit. Company shall conduct an initial audit of Client’s existing advertising accounts, website, and conversion tracking to establish a performance baseline and identify strategic opportunities.
(b) Campaign Strategy. Company shall develop a paid advertising strategy aligned with Client’s business objectives, target audience, and budget parameters. Client shall review and approve the Campaign Strategy prior to campaign launch.
(c) Account and Campaign Setup. Company shall set up advertising accounts (if not already existing), configure campaigns, ad sets, ad groups, targeting parameters, bidding strategies, and ad creative within the approved Ad Spend budget on Google Ads and/or Meta Ads as applicable.
(d) Conversion Tracking. Company shall assist in the configuration and verification of conversion tracking via Google Tag Manager, Google Analytics, Meta Pixel, and other applicable tracking tools. Client is responsible for implementing any required code changes to Client’s website. Company shall not be liable for tracking failures resulting from Client’s website updates, third-party platform limitations, or browser privacy restrictions.
(a) Active Campaign Management. Company shall actively manage and optimize Client’s advertising campaigns on an ongoing basis, including but not limited to adjustments to bids, budgets, targeting, ad creative, keywords, negative keywords, audience segments, and campaign structure.
(b) Ad Creative. Company shall develop ad creative including copy, headlines, descriptions, and image or video assets as specified in the agreed scope. Additional creative development beyond the agreed scope shall be subject to additional fees.
(c) A/B Testing. Company shall conduct A/B testing of ad copy, creative, audiences, and landing pages as appropriate to optimize campaign performance.
(d) Budget Management. Company shall use commercially reasonable efforts to manage campaigns within the monthly Ad Spend budget approved by Client. Client acknowledges and agrees that: (i) the Advertising Platforms utilize automated bidding and delivery systems that may result in daily or monthly spend variations; (ii) actual spend may exceed the target budget by up to the platform’s stated overspend threshold (typically 2x the daily budget in a given day but not more than the monthly budget equivalent); and (iii) COMPANY SHALL NOT BE LIABLE FOR ANY AD SPEND IN EXCESS OF THE CLIENT-APPROVED BUDGET ARISING FROM PLATFORM DELIVERY ALGORITHMS, AUTOMATED BIDDING SYSTEMS, OR PLATFORM ERRORS. Client agrees to monitor account spend and notify Company promptly of any budget concerns.
(a) Monthly Performance Reports. Company shall deliver monthly performance reports detailing key metrics, campaign performance against KPIs, budget utilization, and strategic recommendations for the following period.
(b) Reporting Accuracy. Company shall use commercially reasonable efforts to provide accurate reporting based on data provided by the Advertising Platforms. Client acknowledges that platform-reported data may differ from Client’s internal analytics due to attribution modeling differences, cookie restrictions, and platform data processing delays. COMPANY SHALL NOT BE LIABLE FOR DISCREPANCIES BETWEEN PLATFORM-REPORTED DATA AND CLIENT’S INTERNAL ANALYTICS TOOLS.
(c) Communication. Company shall be available for regular scheduled check-ins with Client to review performance, discuss strategy, and align on business updates.
(a) Account Access. Client shall grant Company administrative or manager-level access to all applicable Google Ads and Meta Ads accounts. Client retains ownership and control of all advertising accounts at all times.
(b) Budget Funding. Client is solely responsible for funding advertising accounts and ensuring sufficient funds are available to avoid campaign disruptions. Company shall not be liable for campaign pauses or delivery failures resulting from insufficient account funds.
(c) Landing Pages. Client is responsible for maintaining functional, compliant, and conversion-optimized landing pages. Company shall not be responsible for poor advertising performance attributable to Client’s website quality, page load speed, or conversion rate.
(d) Policy Compliance. Client is responsible for ensuring that all products, services, and content advertised comply with applicable laws and Advertising Platform Policies. Client represents and warrants that Client has all necessary rights and permissions to advertise its products and services. COMPANY SHALL NOT BE LIABLE FOR CAMPAIGN DISAPPROVALS, ACCOUNT SUSPENSIONS, OR POLICY VIOLATIONS ARISING FROM CLIENT’S PRODUCTS, SERVICES, CONTENT, OR BUSINESS PRACTICES.
(e) Timely Approvals. Client shall provide written approval of ad creative, campaign strategy, and other materials requiring Client’s review within [number, e.g., three (3)] business days. Delays in Client approvals shall extend timelines accordingly.
(a) Management Fee. Client agrees to pay Company a monthly management fee of [amount, e.g., one thousand five hundred dollars ($1,500.00)] per month (the “Management Fee”), due on the first business day of each month. The Management Fee is compensation for Company’s professional services and is entirely separate from Ad Spend.
(b) Ad Spend. Ad Spend is funded by Client directly through the applicable advertising platform accounts. Company does not collect, hold, or process Ad Spend funds on Client’s behalf unless otherwise agreed in writing.
(c) Percentage of Spend Model (if applicable). If the Parties agree to a percentage-of-spend fee structure, Client shall pay Company a management fee equal to [percentage, e.g., fifteen percent (15%)] of Client’s monthly Ad Spend, with a minimum monthly fee of [minimum amount, e.g., one thousand dollars ($1,000.00)]. The applicable fee model shall be stated in writing and signed by both Parties.
(d) Setup Fee. Client agrees to pay Company a one-time setup fee of [amount, e.g., five hundred dollars ($500.00)] for initial account audit, campaign setup, conversion tracking configuration, and strategy development, due upon execution of this Agreement.
(e) Additional Services. Services beyond the agreed scope, including additional campaign types, additional platforms, extensive creative development, landing page development, or additional reporting, shall be billed at Company’s standard hourly rate of [rate, e.g., one hundred fifty dollars ($150.00)] per Hour.
(f) Late Payment. Invoices unpaid after thirty (30) days shall accrue interest at the rate of one and one-half percent (1.5%) per month. Company reserves the right to pause all managed campaigns without liability until past-due balances are paid in full.
3.1 Company’s Retained Rights. Company shall retain full and exclusive ownership of all proprietary advertising methodologies, campaign frameworks, strategic processes, optimization techniques, audience strategies, and bidding methodologies developed by Company. Client acquires no rights in Company’s underlying intellectual property.
3.2 Ad Creative. Upon full payment of all amounts due under this Agreement, Company shall assign to Client ownership of ad creative, copy, and images created specifically and exclusively for Client under this Agreement. Company retains the right to use anonymized or aggregated campaign performance data for internal business purposes, case studies, and industry benchmarking.
3.3 Client’s Materials. Client retains ownership of all trademarks, logos, brand assets, product images, and other materials provided by Client to Company. Client grants Company a limited, non-exclusive license to use such materials solely for the purpose of creating and managing advertising campaigns under this Agreement.
Company Confirms and Warrants That:
4.1 Power to Enter Agreement. Company has the right to enter into this Agreement and to grant the rights granted in it.
4.2 Good Faith Performance. Company shall, in good faith, comply with the terms of this Agreement.
4.3 Professional Standards. Company shall perform all advertising management services in accordance with industry best practices and applicable Platform Policies.
4.4 Ethical Practices. Company shall not engage in any advertising practices that violate Platform Policies or applicable laws.
5.1 No Guarantee of Results. COMPANY MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING SPECIFIC ADVERTISING PERFORMANCE METRICS, INCLUDING BUT NOT LIMITED TO IMPRESSIONS, CLICKS, CLICK-THROUGH RATES, CONVERSION RATES, COST PER ACQUISITION, RETURN ON AD SPEND, REVENUE, LEADS, OR ANY OTHER BUSINESS OUTCOMES. Advertising results are influenced by numerous factors outside Company’s control, including market conditions, competition, consumer behavior, platform algorithms, Ad Spend levels, website quality, product-market fit, and seasonal factors. CLIENT ACKNOWLEDGES THAT PAST ADVERTISING PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS.
5.2 Ad Spend Disclaimer. COMPANY SHALL NOT BE HELD LIABLE, RESPONSIBLE, OR ACCOUNTABLE FOR ANY ADVERTISING SPEND INCURRED BY CLIENT ON GOOGLE, META, OR ANY OTHER ADVERTISING PLATFORM, INCLUDING BUT NOT LIMITED TO: (a) SPEND IN EXCESS OF CLIENT’S STATED BUDGET RESULTING FROM PLATFORM ALGORITHMS, AUTOMATED BIDDING, SMART CAMPAIGNS, OR PLATFORM ERRORS; (b) SPEND DURING PERIODS OF CAMPAIGN PAUSE, DISAPPROVAL, OR ACCOUNT SUSPENSION; (c) FRAUDULENT CLICKS, INVALID TRAFFIC, OR CLICK FRAUD NOT REIMBURSED BY THE PLATFORM; (d) UNAUTHORIZED ACCESS TO CLIENT’S ADVERTISING ACCOUNTS BY THIRD PARTIES; OR (e) ANY OTHER AD SPEND VARIANCE RESULTING FROM FACTORS OUTSIDE COMPANY’S DIRECT CONTROL. CLIENT IS SOLELY RESPONSIBLE FOR MONITORING ACCOUNT SPEND AND MAINTAINING APPROPRIATE ACCOUNT CONTROLS.
5.3 Platform Dependency Disclaimer. Company’s services are dependent on the availability, policies, and functionality of third-party Advertising Platforms. COMPANY SHALL NOT BE LIABLE FOR: (a) CHANGES TO PLATFORM ADVERTISING POLICIES, TARGETING OPTIONS, ALGORITHMS, OR FEATURES THAT IMPACT CAMPAIGN PERFORMANCE; (b) ACCOUNT OR CAMPAIGN SUSPENSIONS, DISAPPROVALS, OR RESTRICTIONS IMPOSED BY THE ADVERTISING PLATFORMS; (c) PLATFORM OUTAGES, ERRORS, DATA DISCREPANCIES, OR SERVICE INTERRUPTIONS; OR (d) CHANGES TO PRIVACY REGULATIONS OR BROWSER TRACKING RESTRICTIONS THAT LIMIT TARGETING CAPABILITIES OR DATA COLLECTION.
5.4 Trademark and Legal Compliance Disclaimer. CLIENT IS SOLELY RESPONSIBLE FOR ENSURING THAT ALL ADVERTISED PRODUCTS, SERVICES, CLAIMS, AND CONTENT COMPLY WITH APPLICABLE FEDERAL, STATE, AND LOCAL LAWS AND PLATFORM POLICIES. COMPANY SHALL NOT BE LIABLE FOR ANY CLAIMS, FINES, PENALTIES, OR DAMAGES ARISING FROM REGULATORY NON-COMPLIANCE, FALSE ADVERTISING CLAIMS, TRADEMARK INFRINGEMENT, OR OTHER LEGAL VIOLATIONS RELATED TO CLIENT’S ADVERTISED PRODUCTS OR SERVICES.
5.5 WARRANTY DISCLAIMER. THE GOODS AND SERVICES PROVIDED BY COMPANY ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND TO CLIENT OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF: 1) MERCHANTABILITY; 2) FITNESS FOR A PARTICULAR PURPOSE; 3) EFFORT TO ACHIEVE PURPOSE; 4) QUALITY; 5) ACCURACY OF INFORMATIONAL CONTENT; 6) NON-INFRINGEMENT; 7) QUIET ENJOYMENT; 8) TITLE; 9) MARKETABILITY; 10) PROFITABILITY; 11) SUITABILITY; AND/OR 12) ANY TYPE ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. CLIENT AGREES THAT ANY EFFORTS BY COMPANY TO MODIFY ITS GOODS OR SERVICES SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY COMPANY WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
5.6 LIMITATION OF LIABILITY. CLIENT AGREES THAT COMPANY SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF BUSINESS OPPORTUNITY, OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, INCLUDING BUT NOT LIMITED TO LOSSES ARISING FROM ADVERTISING SPEND, CAMPAIGN PERFORMANCE, PLATFORM CHANGES, OR DATA DISCREPANCIES, EVEN IF COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS GROSSLY NEGLIGENT. IN NO EVENT SHALL COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF MANAGEMENT FEES ACTUALLY PAID BY CLIENT TO COMPANY UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR ABSOLUTE CLARITY, COMPANY’S LIABILITY SHALL NEVER INCLUDE ANY AD SPEND AMOUNTS. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.
5.7 Indemnification by Client. Client agrees to indemnify, defend, and hold harmless Premier Marketing and its members, managers, officers, employees, contractors, and representatives from and against any and all third-party claims, demands, suits, proceedings, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Client’s advertised products, services, or content; (b) any false or misleading advertising claims made by Client; (c) Client’s violation of Platform Policies or applicable laws; (d) any intellectual property infringement by Client’s advertising materials; (e) Client’s failure to maintain compliant landing pages or business practices; or (f) Client’s breach of any term of this Agreement.
5.8 Force Majeure. Company shall not be liable for delays or defaults in performance if caused by circumstances beyond Company’s reasonable control, including acts of God, natural disasters, pandemics, government actions, platform outages, or labor disputes.
5.9 Company Not Liable for Delays. Company shall not be liable for delays in service delivery resulting from: Client’s failure to provide timely approvals, access, or materials; platform processing delays; policy review periods; or any cause beyond Company’s reasonable control.
6.1 Initial Term. This Agreement shall have an initial term of [number, e.g., three (3)] months from the Effective Date.
6.2 Renewal. Following the initial term, this Agreement shall automatically renew for successive monthly periods unless either Party provides thirty (30) days’ written notice of non-renewal.
6.3 Termination by Company.
6.4 Termination by Client. Client may terminate this Agreement following the initial term upon thirty (30) days’ written notice. Client shall remain responsible for all Management Fees accrued through the effective date of termination. Termination does not relieve Client of any outstanding Ad Spend obligations to the Advertising Platforms.
6.5 Effect of Termination. Upon termination: (a) Company shall cease all campaign management activities; (b) Company shall provide a final performance report and transfer all campaign assets owned by Client; (c) all Company access to Client’s advertising accounts shall be relinquished within five (5) business days; and (d) all accrued payment obligations shall survive termination. CLIENT REMAINS SOLELY RESPONSIBLE FOR ANY AD SPEND CHARGES INCURRED AFTER THE EFFECTIVE DATE OF TERMINATION.
7.1 Confidentiality. Each Party agrees to hold the other’s Confidential Information in strict confidence and not to disclose it to any third party during the term of this Agreement and for two (2) years following termination. “Confidential Information” includes campaign strategies, performance data, audience targeting data, business information, pricing, and other non-public proprietary information.
7.2 Non-Solicitation. During the term of this Agreement and for one (1) year following termination, neither Party shall directly or indirectly solicit for employment any employee or contractor of the other Party who was involved in the performance of this Agreement.
8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws provisions. Disputes shall be resolved exclusively in the state or federal courts located in Mecklenburg County, North Carolina.
8.2 Dispute Resolution. The Parties agree to first attempt resolution of any dispute through good-faith negotiation, followed by non-binding mediation, before initiating litigation.
8.3 Attorney’s Fees. In any action to enforce this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys’ fees and court costs.
8.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings.
8.5 Amendment. No amendment shall be binding unless in writing and signed by authorized representatives of both Parties.
8.6 Severability. If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.
8.7 Independent Contractor. Company is an independent contractor. Nothing herein creates a partnership, joint venture, agency, or employment relationship.
8.8 Waiver. Failure to enforce any provision shall not constitute a waiver of the right to enforce such provision in the future.
8.9 Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original.
8.10 Notices. All notices shall be in writing, delivered by email with confirmation of receipt or by certified mail to the addresses stated above.
