Chapter Sixteen: The Relationship Between the Advertising Agency and Its Client

Form 2.16.5

Social Media Scope of Work

This Scope of Work (“SOW”) is entered into as of the _____ day of ______, 20__ (the “SOW Effective
Date”), pursuant to the Agency Agreement (the “Agency Agreement”) previously entered into by the
parties. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such
terms in the Agency Agreement.

1. Appointment. Client appoints Agency as Client’s exclusive advertising agency in

connection with social media advertising, marketing and promotion of the products and/or
services of Client described in Schedule 1, attached hereto, for the Term (as defined
below).

2. Scope of Social Media Services. Agency will [INSERT SERVICES TO BE PROVIDED,

e.g., design and develop content for Client-branded social media pages for YouTube,
Facebook and Twitter] in accordance with Schedule 2 (the “Social Media Services”). The
parties acknowledge and agree that use (by Client, Agency or a third party) of the Client-
branded social media pages will be governed by the terms of use and privacy policies of the
applicable third-party social media platform.

3. Term and Termination. The term of this Agreement shall commence on the SOW Effective
Date and shall continue until terminated by either party upon thirty (30) days’ prior written
notice (“Term”). Upon termination, Agency will transfer and/or assign to Client: (1) all
Work Product in Agency’s possession or control belonging to Client, subject, however, to
any rights of third parties; and (2) all contracts with third parties upon being duly released
by Client and any such third party from any further obligations.

4. Compensation. Agency will be compensated as follows: [INSERT COMPENSATION

TERMS].

5. Limitation of Liability.

a. Client shall be responsible for compliance with all federal, state, and local laws relating
to social media platforms, including, but not limited to, compliance with regulatory
agency regulations, consumer rights of privacy, intellectual property infringement (with
respect to materials posted on social media platforms by Client and third parties), and
data security.

b. Under no circumstances will Agency be liable or responsible for either Client or third-
party content (including, without limitation, comments, photographs, links or
audiovisual materials) posted on Client’s social media pages or platforms in violation
of any law, regulation, or contract, including, but not limited to, the terms and
conditions of any social media platform.
 c. IN NO EVENT SHALL AGENCY BE RESPONSIBLE OR LIABLE FOR
MONITORING CLIENT-BRANDED SOCIAL MEDIA PAGES OR FOR THIRD
PARTY CONTENT DISPLAYED ON THE CLIENT-BRANDED SOCIAL MEDIA
PAGES.

6. Conflicts. In the event of any conflict between the Agency Agreement and this SOW, this
SOW shall govern.

IN WITNESS WHEREOF, Agency and Client have executed this SOW.

[AGENCY]

By:

Name:

Title:

[CLIENT]

By:

Name:

Title:
Schedule 1: Products/Services Assigned to Agency
Schedule 2: Scope of Services

Analyze Client’s present and potential social media strategy;

Create, prepare, and submit to Client for approval, social media ideas and programs;

Prepare and submit to Client for approval, estimates of costs of recommended social media
programs;

Develop Client’s branded social media pages and programs; and

[add additional services if needed].