THIS SOCIAL MEDIA MANAGEMENT SERVICES 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.”

1. WHEREAS, Company provides comprehensive social media management services including content creation, community management, platform strategy, performance analytics, and related digital marketing solutions;
2. WHEREAS, Client desires Company to develop, implement, and manage social media strategies and content for Client’s business purposes;

NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, the Parties agree as follows:

Article I. Definitions

“Account” means any social media profile or business account established on a Social Media Platform for Client’s business purposes.

“Ad Spend” or “Media Budget” means the amount Client allocates for actual paid advertising costs on Social Media Platforms, separate from Company’s management fees.

“Agreement” means this written agreement between Company and Client.

“Content” means all social media posts, graphics, images, videos, reels, carousels, stories, static images, captions, copy, and any other materials created by Company for publication on Client’s social media accounts.

“Content Calendar” means the monthly schedule of planned social media posts, topics, and publishing dates developed by Company for Client’s approval.

“Engagement” means any interaction by users with Client’s social media content, including but not limited to likes, comments, shares, saves, direct messages, and click-throughs.

“Hour” means one hour spent by one Company social media specialist or team member.

“Intellectual Property Rights” means rights in any patent, copyright, trademark, trade dress, and trade name, related registrations and applications for registration, and trade secrets, know-how and goodwill.

“Key Performance Indicators” or “KPIs” means the measurable metrics used to evaluate social media performance, including but not limited to reach, engagement rate, follower growth, conversion metrics, and return on investment.

“Project Manager” means one of Client’s employees, as may be designated by Client from time to time, who shall be deemed as Client’s liaison with Company, and who shall have the power to act as Client’s project manager in order to make ongoing decisions under this Agreement which are binding upon Client.

“Social Media Platforms” means digital platforms including but not limited to Facebook, Instagram, TikTok, LinkedIn, YouTube, and Twitter/X.

“Social Media Management Services” means the comprehensive suite of social media services including but not limited to platform strategy and optimization, content creation and scheduling, community engagement, performance analytics and reporting, and ongoing strategic support as more fully described in Article II of this Agreement.

Article II. Social Media Management Services

Section 2.1 Platform Strategy and Optimization

(a) Platform Audit and Identification. Company shall conduct an assessment of Client’s current social media performance and identification of high-growth opportunities on new or existing Social Media Platforms. Company shall prepare a comprehensive Social Media Strategy by reviewing Client’s business objectives, target audience, competitive landscape, and desired marketing outcomes (the “Social Media Strategy”).

(b) Profile Optimization. Company shall perform full creation and optimization of Client’s social media profiles, ensuring consistent branding, complete bios, and professional visual assets across all chosen channels.

(c) Cross-Platform Integration. Company shall strategically deploy content across channels, tailored to platform-specific nuances to maximize organic reach.

(d) Strategy Approval. Client shall inspect Company’s Social Media Strategy and shall approve it, reject it, or request modifications. Client and/or Company may make additional subsequent changes, and each resulting Modified Strategy shall be sequentially numbered and shall not become a Final Social Media Strategy in the absence of the Parties’ mutual written assent. Company shall assist Client with the preparation of Modified Social Media Strategies, and Client shall compensate Company at the rate of [rate, e.g., one hundred fifty dollars ($150.00)] per Hour for Company’s preparation of Modified Social Media Strategies.

(e) Final Social Media Strategy. When the Parties have inscribed any Modified Social Media Strategy with the term “Final Social Media Strategy,” and the Parties have signed it, then Company shall undertake to implement the social media management services according to the specifications contained therein. Client hereby expressly represents that by signing the Final Social Media Strategy, the specifications contained therein shall be deemed complete and accurate.

Section 2.2 Content Strategy and Creation

(a) Content Calendar. Company shall develop and manage a monthly Content Calendar to ensure consistency and alignment with Client’s business objectives. The Content Calendar shall be submitted to Client for approval no later than [number, e.g., five (5)] business days prior to the beginning of each month.

(b) Custom Content Production. Company shall create on-brand Content including, but not limited to, reels, carousels, stories, static images, graphics, videos, and copy. All Content shall reinforce Client’s brand identity and voice.

(c) Posting Frequency. Company shall publish three (3) to five (5) posts per week across two (2) primary Social Media Platforms as designated in the Final Social Media Strategy. Any additional platforms or increased posting frequency requested by Client beyond the scope specified herein shall be considered additional work and shall be subject to additional fees at the rate of [insert rate, e.g., $750.00] per additional platform per month. Client must approve any additional platforms or frequency increases in writing before Company begins work on such additions.

(d) SEO and Reach Optimization. Company shall perform in-depth hashtag research, location geotagging, and tactical caption writing to optimize Content visibility and reach.

Section 2.3 Account Management

(a) Scheduling and Execution. Company shall manage all publishing workflows to ensure timely Content delivery, including ongoing optimization of posts for the best posting times and platform formats.

(b) Inbound Communication. Company shall monitor direct messages (DMs) on Client’s managed social media accounts with a twenty-four (24) to forty-eight (48) hour response turnaround during business days. Company shall implement and manage automated response protocols as appropriate.

(c) Ad Management. If applicable and as set forth in the Final Social Media Strategy, Company shall provide strategic oversight and execution of paid social media advertising campaigns to align with Client’s broader business goals. Client shall maintain direct control and ownership of all advertising accounts. Client is responsible for all costs associated with Ad Spend on platforms, which are separate from and in addition to Company’s management fees. Company shall use commercially reasonable efforts to manage campaigns within the approved budget; however, Company shall not be held liable if actual advertising spend exceeds the budget set by Client.

Section 2.4 Community Engagement and Growth

(a) Active Interaction. Company shall proactively engage with Client’s followers, respond to comments, and participate in relevant industry discussions to foster a loyal community.

(b) Growth Tactics. Company shall implement both organic and paid strategies to attract relevant followers who align with Client’s target audience.

(c) Influencer Collaboration. If applicable and as set forth in the Final Social Media Strategy, Company shall identify and conduct outreach to influencers or brand advocates to amplify reach and brand authority. Any influencer compensation or collaboration costs shall be at Client’s sole cost and expense unless otherwise agreed in writing.

(d) External Outreach. Company shall engage strategically with accounts outside Client’s immediate community to increase brand visibility.

Section 2.5 Performance Analytics and Reporting

(a) Monthly Reporting. Company shall deliver clear, easy-to-understand monthly reports highlighting key metrics, including reach, engagement rates, follower growth, and conversion metrics.

(b) Data-Driven Insights. Company shall analyze organic and paid campaigns to identify top-performing Content and opportunities for improvement.

(c) Actionable Recommendations. Company shall provide strategic guidance alongside reports to shape the following month’s content and growth strategy.

Section 2.6 Ongoing Support and Optimization

(a) Strategic Reviews. Company shall conduct regular evaluation of performance and trends, with adjustments made to the strategy to ensure continued alignment with Client’s business goals.

(b) Content Refresh. Company shall continuously update the Content Calendar to remain relevant to seasonal shifts, industry trends, and Client’s evolving business needs.

(c) Client Communication. Company shall conduct regularly scheduled check-ins with Client to discuss performance, brainstorm new ideas, and align on business updates.

(d) Ad-Hoc Support. Company shall provide on-demand assistance for time-sensitive needs, such as viral post management or crisis communications.

Section 2.7 Fees and Payment

(a) Service Fee. Client agrees to pay Company a monthly management fee of [amount, e.g., three thousand dollars ($3,000.00)] for ongoing social media management services (the “Service Fee”). The Service Fee shall be paid monthly in advance, with the first payment due upon execution of this Agreement.

(b) Setup Fee. Client agrees to pay Company a one-time setup fee of [amount, e.g., fifteen hundred dollars ($1,500.00)] for initial platform audit, strategy development, profile optimization, and creative development (the “Setup Fee”). The Setup Fee is due upon execution of this Agreement.

(c) Ad Spend Budget. If applicable, Client agrees to maintain a minimum monthly advertising spend of [amount, e.g., two thousand dollars ($2,000.00)] across all managed platforms. Client is responsible for all advertising spend costs, which are separate from Company’s management fees.

(d) Additional Services. Additional services beyond the scope of the Final Social Media Strategy, including additional platforms, extensive creative development, influencer campaign management, video production, or consulting services, shall be billed at Company’s standard hourly rate of [rate, e.g., one hundred fifty dollars ($150.00)] per Hour.

Article III. Intellectual Property And Ownership

3.1 Company’s Retained Rights. Company shall retain full and exclusive ownership of all Intellectual Property Rights in and to all proprietary methodologies, social media strategies, analytical frameworks, optimization techniques, content templates, and any other intellectual property created, developed, or acquired by Company in the course of providing services.

3.2 Client’s Rights. Client shall retain ownership of Client’s trademarks, logos, brand materials, and any original content specifically provided by Client for use in social media campaigns.

3.3 Content Materials. Content, graphics, copy, and other social media materials developed by Company specifically for Client may be used by Client for the duration of this Agreement and for [time period, e.g., six (6)] months following termination, provided Client is not in breach of this Agreement.

3.4 Platform Account Ownership. Client shall maintain ownership of all Social Media Platform accounts. Company shall be granted administrative or manager-level access solely for the purposes of performing its obligations under this Agreement. Upon termination, Company shall relinquish all access to Client’s accounts within [number, e.g., five (5)] business days.

Article IV. Warranties

Company Confirms and Warrants That:

4.1 Company’s Power to Enter Agreement. Company has the right to enter into this Agreement and to grant the rights granted in it.

4.2 Company’s Good Faith Performance. Company shall, in good faith, comply with the terms of this Agreement.

4.3 Professional Standards. Company shall perform all services in accordance with industry best practices and professional standards for social media management and digital marketing services.

4.4 Platform Compliance. All social media activities and content shall comply with applicable platform terms of service, community guidelines, advertising regulations, and industry standards.

Article V. Disclaimers And Limitation Of Liability

5.1 Performance Disclaimer. COMPANY MAKES NO GUARANTEES REGARDING SPECIFIC PERFORMANCE METRICS, FOLLOWER GROWTH, ENGAGEMENT RATES, RETURN ON INVESTMENT, OR BUSINESS RESULTS. Social media results depend on numerous factors including market conditions, competition, platform algorithm changes, audience behavior, and industry trends beyond Company’s control. CLIENT ACKNOWLEDGES THAT SOCIAL MEDIA RESULTS MAY VARY AND THAT PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS.

5.2 Platform Changes. Company shall not be liable for changes to Social Media Platform policies, algorithms, features, or terms of service that may impact Content performance or account reach. Company will make reasonable efforts to adapt strategies to platform changes but cannot guarantee maintenance of performance levels during such transitions.

5.3 Third-Party Platform Limitations. Client expressly recognizes that Company does not control third-party Social Media Platforms and that platform decisions regarding content removal, account suspension, shadow banning, algorithm changes, or policy changes are beyond Company’s control.

5.4 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.

5.5 LIMITATION OF LIABILITY. CLIENT AGREES THAT COMPANY SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, 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 FEES PAID BY CLIENT TO COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

5.6 Company Not Liable for Delays or Defaults. Company shall not be liable for delays or defaults in furnishing goods or services hereunder, if such delays or defaults on the part of Company are due to:

• Acts of God or of a public enemy;
• Acts of the United States or any state or political subdivision thereof;
• Fires, severe weather, floods, earthquakes, natural disasters, explosions or other catastrophes;
• Embargoes, epidemics or quarantine restrictions;
• Shortage of goods, labor strikes, slowdowns, differences with workmen or labor stoppages of any kind;
• Delays of supplier or delay of transportation for any reason;
• Causes beyond the control of Company in furnishing items or services including, but not limited to, breakdown or failure of technology, equipment, or internet services, changes to Social Media Platform policies or availability, or delay in Client reporting problems or furnishing information or materials.

Article VI. Term And Termination

6.1 Termination by Company.

• No Cause. Company reserves the right to, and Client agrees that Company may, terminate any and all services to Client for no cause and without any reason upon thirty (30) days’ notice.
• Cause. Company reserves the right to, and Client agrees that Company may, cancel this Agreement and terminate any and all services to Client immediately, and without prior notice, in the event that Client fails to fulfill any material obligation contained in this Agreement. In the event of Client’s material breach or non-payment, Company may, at its sole discretion and without prior notice, suspend or discontinue any social media management, content publishing, or other services provided under this Agreement until such breach is cured or the Agreement is terminated.
• Acceleration Upon Client Breach. In the event that Client materially breaches this Agreement, including but not limited to failure to make payments when due, failure to provide necessary materials or approvals, or violation of any material term of this Agreement, Company may, at its sole discretion and in addition to any other remedies available at law or in equity, declare the entire remaining balance of fees owed under this Agreement immediately due and payable. Client shall pay such accelerated amount within ten (10) days of Company’s written notice of acceleration.

6.2 Termination by Client. Client may terminate this Agreement for no cause upon thirty (30) days’ written notice to Company. Client shall remain responsible for all fees accrued through the effective date of termination.

6.3 Post-Termination Rights.

• Fees Owed to Company. After termination by any Party for any reason, Company shall retain the right to recover all accrued charges due and owing by Client to Company through the date of termination, and Client agrees that it waives any right it may have against Company to offset fees payable by Client to Company.
• Transition of Accounts. Upon termination for any reason, Company shall relinquish all administrative access to Client’s Social Media Platform accounts within [number, e.g., five (5)] business days. Company’s license to Client for use of Company’s intellectual property shall immediately terminate, and Client shall cease all use of any materials incorporating Company’s intellectual property, except as provided in Section 3.3.
• Effect of Termination. Upon termination, Company shall provide a final report of all work completed and deliver any scheduled Content that has been completed but not yet published. Client shall pay all fees accrued through the date of termination.

Article VII. Confidentiality, Privacy, Security, And Non-solicitation

7.1 Confidentiality. The Parties recognize that each shall come into possession of information that comprises valuable trade secrets and other confidential information (“Confidential Information”) which is owned by the disclosing Party. Both Parties expressly recognize that Confidential Information is being conveyed to them under conditions of confidentiality, and agree that they shall not disclose Confidential Information to any third party during the term of this Agreement, and for a period of [years, e.g., two (2)] years following the termination or expiration of this Agreement.

7.2 Use Restrictions. The Parties agree to keep Confidential Information in strict confidence and only use the disclosing Party’s Confidential Information for purposes of performing obligations under this Agreement. The receiving Party shall treat the Confidential Information with at least the degree of care and protection with which it treats its own proprietary and confidential information of a like nature, but in any event with no less than reasonable care and protection.

7.3 Exclusions. Confidential Information shall not mean any information that: (a) is known to the receiving Party at the time of disclosure; (b) is developed independently without use of the disclosing Party’s Confidential Information; (c) falls within the public domain without breach of this Agreement; (d) is publicly disclosed with written approval of the disclosing Party; or (e) becomes lawfully known or available to the receiving Party without restriction from a source with the lawful right to disclose it.

7.4 Social Media Account Credentials. Client acknowledges that Company will require access to Client’s Social Media Platform accounts and related credentials. Company shall maintain all such credentials in a secure manner, shall not share such credentials with any unauthorized third party, and shall use such access solely for the purposes of performing its obligations under this Agreement.

7.5 Non-Solicitation of Employees. During the term of this Agreement and for a period of one (1) year following the termination or expiration of this Agreement, neither Party shall solicit, directly or indirectly, the employment of any of the other Party’s employees.

Article VIII. General Provisions

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. Any dispute arising under this Agreement shall be resolved exclusively in the state or federal courts located in Mecklenburg County, North Carolina.

8.2 Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the matters stated herein. This Agreement may be amended or modified only in writing signed by authorized representatives of both Parties.

8.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain valid and in full force and effect.

8.4 Independent Contractor. Company and its employees, contractors, and personnel are independent contractors and not employees of Client. Neither Party is an agent of the other.

8.5 Assignment. This Agreement may not be assigned or transferred by either Party without the prior written consent of the other Party.

8.6 Attorney’s Fees. If either Party institutes an action to enforce this Agreement or any of its terms, Company is entitled to recover all of its costs, expenses, and reasonable attorneys’ fees.

8.7 Notices. All notices pertaining to this Agreement must be in writing and must be mailed by either (i) registered mail, (ii) certified mail, postage prepaid and return receipt requested, or (iii) a reputable overnight carrier service. All Notices to Company shall be addressed and delivered to: Premier Marketing, 615 S College St, Floor 9, Charlotte, NC 28202.

8.8 Waiver. The failure of either Party to seek relief for the other Party’s breach of any duty under this Agreement shall not waive any right of the non-breaching Party to seek relief for any subsequent breach.

8.9 Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.