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How to write your Email Marketing and Campaign Agreement
We include this 6 page template with Advertising/Marketing Contract Pack and the Proposal Kit Professional. You will get more content and software automation for data merging, managing client documents, and creating proposals with line item quoting with a Contract Pack or the Professional.
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Use cases for this template
NimbusFlow's compliance-first campaign kickoff
The Challenge
SaaS startup NimbusFlow hired BrightLine Email Co. to run onboarding and upgrade campaigns, but approvals were chaotic, and the team lacked written SOPs for sender identity, address disclosures, and opt-out requests; the new legal contract set expectations, yet product managers and marketers still needed consistent artifacts to keep the project on track from the effective date.
The Solution
They used Proposal Kit to assemble supporting documents around the agreement: a campaign brief, a compliance checklist aligned to anti-spam regulations, and a budget estimate with automated line-item quoting; the AI Writer produced a concise SOP for handling user unsubscribe flows and a roles-and-responsibilities statement so every person involved knew how to respond in a timely manner.
The Implementation
During a two-day workshop, the agency and client completed the brief and checklist, refined scope language to reflect tricky circumstances such as holiday blackout periods, and attached the line-item quote to a kickoff packet; the AI Writer generated a Q&A article for internal users and a risk register capturing what to do upon any failure or non-compliance.
The Outcome
Approvals accelerated, stakeholders had a single contact for each decision, and the first nurture series launched without rework, with money and time tracked against the quote, and change discussions handled calmly because the documents clarified how to engage, seek approvals, and proceed.
Harbor & Hearth's seasonal retail push
The Challenge
Home goods retailer Harbor & Hearth partnered with SignalSprout to plan a holiday email blitz, but multiple promotions, vendor deadlines, and a planned press release made coordination brittle; the legal contract defined duties, yet everyone worried about what would happen under force majeure or supplier delays.
The Solution
Using the Proposal Kit, they created a promotions calendar, a contingency plan, and a press release coordination guide as separate documents; automated line-item quoting modeled scenarios for increased send volume, while the AI Writer drafted a fulfillment impact analysis and a customer service response script to use if delays occurred.
The Implementation
The team mapped milestones to business days, inserted a careful notice-and-escalation provision in the planning memo to mirror the contract, and ran tabletop exercises using the contingency plan; Proposal Kit's templates ensured the documents matched the contract's language and clearly expressed who could hire subcontractors and in what manner changes would be permitted.
The Outcome
Campaigns shipped on schedule, messaging stayed consistent across email and PR, and when a weather event disrupted a warehouse, the team followed the plan, issued a measured public statement, and preserved revenue with timely updates that reflected negotiated priorities.
QuantaForge Robotics' B2B lead acceleration
The Challenge
QuantaForge engaged Arcadia Growth to reach industrial prospects across regions, but the stakeholders needed clarity on handling third-party lists, privacy requests, and data-handling obligations; the contract framed responsibilities, yet analysts lacked practical documents to guide day-to-day work.
The Solution
They used Proposal Kit to build a data protection addendum, a purchasing justification memo with line-item quoting for segmentation tools, and a governance matrix; the AI Writer produced a personas deck, a messaging matrix, and a post-campaign study outline to evaluate performance in a disciplined, documented manner.
The Implementation
Workstreams were organized by audience and region, with documents cross-referenced to the contract so teams knew who was involved and how to proceed in regard to approvals, regulations, and escalation; Proposal Kit's assembly features kept every artifact consistent and easy to update as negotiations progressed.
The Outcome
Legal and marketing operated smoothly, opt-out handling improved, and the pipeline grew as sales could respond faster using insights from the study; at witness whereof, leadership praised how the supporting documents turned a dense agreement into an executable playbook that reduced risk and clarified expectations.
Abstract
This email marketing contract sets clear expectations between an agency and a client for email marketing services and campaign management. It functions as an email marketing contract template that defines the scope, duties, and performance details for planning, design, templates, analytics, and campaign distribution. The agency will implement creative topics, build multiple content templates, manage response tracking, bounce handling, opt-out requests, and links, and audit expenses incurred with vendors.
Deliverables are organized by milestones; dates are estimates rather than required delivery dates. The agency retains source files, while the client receives output formats and keeps rights to its own logos, trademark, website text, and other party materials the client supplies.
Ownership and confidentiality provisions protect both sides. The receiving party of Confidential Information must keep it secure and avoid disclosure, while such third-party materials and content publicly available are excluded. The agreement clarifies that the relationship is an independent contractor, not a partnership or joint venture, and nothing here is deemed to create employment.
It also covers legal requirements such as anti-spam laws and CAN-SPAM compliance for all marketing emails, including proper sender identification, address disclosures, and timely processing of recipients' opt-outs. The agency may refuse illegal or non-compliant requests and is not responsible for campaign results.
Payment terms appear in an exhibit; if unpaid, the agency can withhold services or materials. Compensation may be a flat fee or milestone-based, and additional fees may apply for licenses or royalties. Indemnification protects the agency where the client's materials cause a breach or conflict.
The agreement includes exclusive jurisdiction and venue, assignment restrictions, attorney fees for enforcement, and a 30-day termination for convenience with written notice, which can be sent by mail, personal delivery, or with return receipt requested. Notices and timelines are often measured in business days. Events beyond reasonable control may affect performance even when both parties act in accordance with best practices.
Use cases include a retailer engaging an agency to grow its customer base with promotional emails, a B2B firm targeting prospects with drip campaigns, or a SaaS marketer coordinating message cadence and audience segmentation while directors remain aware of compliance and brand standards.
Proposal Kit helps teams assemble documents like this email marketing contract, generate automated line-item quoting, and use an AI Writer to build related statements of work and supporting documents. Its extensive template library and ease of use help organizations define important provisions and keep their paperwork organized.
Beyond the core terms, this agreement emphasizes disciplined operations from the effective date forward. Client agrees to supply required assets and a person to contact, while the agency may, at its own expense, maintain insurance and engage vendors to deliver such services in a professional manner. Parties agree to comply with regulations governing electronic marketing and to avoid non-compliance with anti-spam rules; failure to meet these legal requirements can trigger remedies already discussed, including withholding work.
Promotional re-use is permitted as a limited right, which can include a press release or case study if handled with careful approvals to protect both sides. Governance terms reflect practical realities: notice, venue, potential attorney's fees, and room for negotiation or settlement if disputes arise. The agreement does not create a joint venture; such party relationships remain independent. If marketers seek added risk controls, they can attempt to add a force majeure provision during negotiation to address circumstances outside reasonable control, and include an In Witness Whereof style signature statement for formal execution. Clear statements on who may hire subcontractors, how to respond to users' opt-outs, and what is permitted under regulations help remove worry and focus attention on money, performance, and results expressed in the exhibits.
Proposal Kit can help teams assemble and customize an email marketing contract in a consistent, repeatable manner. Its templates and AI Writer assist in writing precise language for scope, notices, effective dates, promotional permissions, and related supporting documents so the final article of agreement and each provision reflect what was actually negotiated. This lets businesses engage faster, document expectations clearly, and keep contracts aligned with operational needs without losing time chasing details.
Additionally, the agreement's approval workflow deserves attention. Creative mockups, templates, and cost estimates require client review; in regard to governance, companies should designate who is involved in approvals and capture express written consent for changes to avoid disputes over scope or money. Because the agency retains source files and delivers output formats, clients should plan how maintenance and iterations will be handled after termination and who will host or archive campaign assets.
The limitation of liability to the return of consideration and the indemnities around client-supplied materials place operational risk on the client; this makes upstream content checks and brand reviews important before distribution. Finally, the 30-day termination right works best when teams predefine transition steps so both parties can wind down campaigns in an orderly manner and respond to any open vendor invoices.
Proposal Kit can help operationalize these points by standardizing who is involved in approvals, aligning exhibits with scope, and inserting clear notice and handoff language so responsibilities are unambiguous and timelines reflect realistic production cycles.
How to write my Email Marketing and Campaign Agreement document - The Narrative
EMAIL MARKETING AND CAMPAIGN MANAGEMENT AGREEMENT
THIS AGREEMENT is made this Current Day day of Current Month, Current Year by and between Company Name ("Agency") and Company Name ("Customer"). Agency is in the business of providing email marketing and email campaign management services for a fee. Customer desires to have Agency render certain email marketing and campaign management services (the "Services") as set forth in Exhibit B. Agency desires to render email marketing and campaign management services as set forth in Exhibit B.
In consideration of the mutual covenants set forth in this Agreement, Customer and Agency hereby agree as follows.
Engagement of Services
Agency agrees to render to Customer services in connection with the planning, preparing, and creation of an Email Marketing Campaign, including:
Create design mockups and comps for all creative materials or content to be used, with Customer approval, in Email Marketing Campaigns. Create different types of content "templates" such as HTML, Flash, Rich Media, Text, AOL-Text, or Lotus Notes specific content templates. Develop advertising ideas and creative content for Customer for approval for use in email marketing programs. Prepare estimates of costs and expenses associated with idea and content development and present them to Customer for approval.
Design, contract, or otherwise arrange for the preparation or programming of response tracking, open rates, click-through rates, bounce handling, blocked-email tracking, black and white list handling, ROI tracking, response devices, alternate content delivery, auto responders, opt-out, forward to a friend, campaign management tools, analytic tools, predictive modeling, or any other related service or device that the Customer may request. Provide proofing and editing services on behalf of Customer to check for accuracy, completeness, adherence to specifications and Customer branding in all forms of contracted advertising that Agency handles on behalf of Customer. Audit all invoices and expenses provided by third party vendors to ensure accuracy.
Provide other services as Customer may request from time to time, such as content creation, assistance to Customer's staff and employees, market research, analysis, or additional project consulting. Execute all other advertising and marketing services or campaign management as agreed upon in Exhibit B.
Specifications
Agency agrees to develop the advertising and consulting services pursuant to the specifications set forth in Exhibit B attached hereto (the "Specifications").
Services Completion
Agency will use reasonable diligence in the development of the Email Marketing Campaign Services and endeavor to deliver to Customer all agreed-upon specifications (or "Milestones") outlined in Exhibit B no later than Delivery Date. Customer acknowledges, however, that this delivery deadline and the other payment milestones listed in Exhibit A are estimates, and are not required delivery dates. Agency will retain all creative source code, original works, files, digital media and other intellectual property for the entire project and provide Customer with the output formats only. Customer shall retain all of its intellectual property rights in any logos, graphics, text, images, or other components it owns and transmits to Agency for use in fulfillment or creation of services.
Ownership Rights
Agency shall endeavor to ensure that Customer shall be able to retain, under the fullest extent under the law, any and all intellectual property rights in any text, images, or other components created for Customer pursuant to this Agreement. Customer agrees that any material, content, plan, or idea prepared by Agency or submitted to Customer for approval at any stage that is not utilized at the termination of this Agreement shall remain the property of Agency. Customer agrees to return to Agency any materials it may have of Agency's, such as artwork, mock-ups, comps, text, digital media, film, photos, or any other physical embodiment of Agency's creative work performed while under this Agreement. Upon termination or expiration of this Agreement, Customer agrees to be solely responsible for any additional use of materials and advertisements created by Agency pursuant to this Agreement.
Additional expenses may include but are not limited to: fees, licenses, translations, royalties, talent, and other associated fees. Agency's obligation in 4.a shall not apply with any respect to foreign use.
Compensation
For all of Agency's services under this Agreement, Customer shall compensate Agency, in cash, pursuant to the terms of Exhibit A attached hereto. In the event Customer fails to make any payment referenced in Exhibit A by the deadline set forth in Exhibit A, Agency has the right, but is not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) withhold all materials, services, and creative content administered by Agency on behalf of Customer, or (3) bring legal action.
Confidentiality
Customer and Agency acknowledge and agree that the Specifications and all other documents and information related to the engagement of marketing or advertisement development (the "Confidential Information") will constitute valuable trade secrets of Agency. Customer shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Agency's prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the Confidential Information definition is anything that can be seen by the public in any advertising medium or channel prior to the engagement of Agency to provide services, or information that was provided to Agency by Customer for publication as a requirement of fulfillment of the Specifications.
Limited Warranty and Limitation on Damages
Customer agrees to indemnify and hold Agency harmless with respect to any claim, loss, lawsuit, liability or judgment suffered by Customer that results from the use of any material prepared or execution of service by Agency or at the direction of Agency that has been materially changed from the Specifications by any advertisers, publishers, hosts, radio and television broadcasts, quotes, testimonials, print journalism, or other third party entity. Agency agrees to obtain and/or maintain in force for the length of this Agreement, at Agency's expense, an appropriate liability policy or policies, having a minimum limit of Insurance Coverage, naming Customer as an additional insured and loss payee under such policy or policies as applicable. In the event of any litigation, proceeding, or suit against Customer by any regulatory agency or in the event of a court action challenging any advertising or marketing service prepared by Agency, Agency shall assist in the preparation of defense of such action and cooperate with Advertiser. Customer acknowledges that Agency is not responsible for the results obtained by Customer from any creative services advertising, programs, ideas, or execution thereof.
Customer waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Agency as set forth in Exhibit A attached hereto.
1 Right of Refusal
Agency reserves the right to refuse any service or services at any time that appear to be in violation with its Acceptable Use Policy (AUP) or appears to be in violation with industry standards, community standards or a violation of Local, State, or Federal Law. Agency will make available to Customer its AUP prior to the engagement of this Agreement. Agency reserves the sole right to determine what constitutes a violation of its policies and procedures.
2 No Warranty on Campaign Success or Results
Agency is not responsible for the results obtained from any of the services rendered under this Agreement.
3 Compliance with the CAN-SPAM Act of 2003
Agency and Customer, and all email, campaigns, or related communicates sent on behalf of the customer by the Agency or the Agency's agents or vendors must comply with the CAN-SPAM Act of 2003 (Controlling the Assault of Non-Solicited Pornography and Marketing Act), which establishes requirements for those who send commercial email.
Independent Contractor
Agency will be retained as independent contractor. Agency will be fully responsible for payment of its own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax, social security tax, or any other payroll taxes on Agency's behalf.
Agency understands that it will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits, including without limitation, worker's compensation or unemployment insurance.
Resources and Equipment
Customer agrees to make available to Agency, for Agency's use in performing the services required by this Agreement, all logos, graphics, photos, branding, collateral, items of hardware and software as Customer and Agency may agree are reasonably necessary for such purpose.
General Provisions
1 Entire Agreement
This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.
2 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court.
3 Binding Effect
This Agreement shall be binding upon and inure to the benefit of Customer and Agency and their respective successors and assigns, provided that Agency may not assign any of its obligations under this Agreement without Customer's prior written consent.
4 Waiver
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
5 Good Faith
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
6 Right to Withhold Content and Services
In the event Customer fails to make any of the payments set forth on Exhibit A within the time prescribed in Exhibit A, Agency has the right to withhold further content and services performed for or on behalf of Customer until payment in full is made, plus accrued late charges of 1 1/2% per month.
7 Indemnification
Customer warrants that everything it gives Agency to use in fulfillment of services is legally owned or licensed to Customer. Customer agrees to indemnify and hold Agency harmless from any and all claims brought by any third party relating to any aspect of the services, creative content or other content, including but without limitation, any and all demands, liabilities, losses, costs, and claims including attorney's fees, arising out of injury caused by Customer's products/services, material supplied by Customer, copyright infringement, and defective products sold via the advertising or services. Further, Customer agrees to indemnify Agency from responsibility for problems/disruptions caused by third party services and contractors that Customer may use, such as media buyers, transportation, merchant accounts, shopping carts, shipping, hosting services, real-time credit card processing and other services that relate to the execution of the services by Agency as outlined in this Agreement.
8 Use of Services and Creative Content for Promotional Purposes
Customer grants Agency the right to use the creative content, description of services performed, results of services, and campaign data as it sees fit for promotional purposes.
9 No Responsibility for Theft
Agency has no responsibility for any third party taking all or any part of the content, ideas, or services provided to Customer by Agency.
10 Attorney's Fees
In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney's fees and costs, including expert witness fees.
11 Term of Agreement
This agreement shall begin on Current Date and shall continue in full force until terminated by either party upon at least thirty (30) days prior written notice.
Both parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signatures below:
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Customizing this contract involves editing the document to include your business details, terms, and conditions. The templates are designed to be flexible, allowing you to insert your company's name, address, and other relevant information. You can modify clauses to reflect your unique business practices and legal requirements.
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The legal contract templates are written by legal professionals and designed to comply with current laws and regulations at the time of their writing. However, laws can vary by jurisdiction and change over time, so it's recommended to have your contract reviewed by a local attorney to ensure it meets all legal requirements specific to your region and industry. Templates are licensed as self-help information and not as legal advice.
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If you encounter a clause or term in the contract that you need help understanding, you can refer to guidance notes explaining each section's purpose and use. For more complex or unclear terms, it's advisable to consult with a legal professional who can explain the clause and help you determine if any modifications are necessary to suit your specific needs.
How do I ensure that the contract is legally binding and enforceable?
To ensure that the contract is legally binding and enforceable, follow these steps:
- Complete all relevant sections: Make sure all blanks are filled in with accurate information.
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- Signatures: Both parties must sign the contract, and it is often recommended that the contract be witnessed or notarized, depending on the legal requirements in your jurisdiction.
- Consult a legal professional: Before finalizing the contract, have it reviewed by an attorney to ensure it complies with applicable laws and protects your interests.
Ian Lauder has been helping businesses write their proposals and contracts for two decades. Ian is the owner and founder of Proposal Kit, one of the original sources of business proposal and contract software products started in 1997.By Ian Lauder
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