This article has been written by Shalini Shrivastav, pursuing a Diploma in Advanced Contract Drafting, Negotiation and Dispute Resolution from LawSikho.

Introduction to digital marketing

The advertisements which are delivered through various modes like search engines, websites, social media and mobile apps at a higher level is known as digital marketing. Digital marketing is a method by which the companies including the major and the minor endorse their services, goods and brands by using these online media channels to increase its popularity and sale. These days, consumers, for the purpose of researching on the products they wish to buy, rely heavily on the digital modes.

Although this upcoming and newfound digital marketing is a complete system of channels to which the marketers have to simply enlist their brands, the whole idea of advertising online is way more complicated than the channels alone. The marketers need to take a deep dive into the present vast and complicated cross-channel world to ascertain strategies that make an impact through engagement marketing in order to achieve the true potential of digital marketing and to simplify the whole process and to achieve this goal, these companies enter into various digital marketing agreements with the digital marketers.

Objectives of Digital Marketing

There can be various objectives of digital marketing. But one’s objectives of digital marketing should be smart in order to yield the best result out of it. So, some of the important objectives of digital marketing are:

• Generate profit – The prime goal of any type of marketing scheme is to increase the flow of revenue for the company and digital marketing does exactly that for the company. Due to the popularity of the internet and the various opportunities that it provides to its users, the best and the most trusted way for any company to enhance their business is to rely on digital marketing.
• To build a brand – One of the best ways to increase any brand’s visibility is through the proper use of social media. With time social media has emerged as one of the most powerful and widely used platforms for digital marketing. And in order to build brand value and trust among its customers, social media has been doing wonders because it allows the companies to create and post with a more personal feel with respect to their brand to increase its likeness among its customer base. 
• To improve local SEO – There are many companies that run small scale businesses and are looking to increase their sales and popularity in a particular geographical location and they wish to focus much of their efforts on improving and building their local SEO. In order to do so they focus on optimising the different elements on their websites so as to increase the traffic by attracting local customers.
• To increase qualified traffic – The owner of any business is focused more on increasing the right kind of traffic to their website. By right traffic, I mean to say the people who would visit the website in order to make some purchase from it and not just to scroll through it. So, to achieve this goal, these companies rely on digital marketers which in return target a specific section of the customers and direct them to such websites to make the purchase.
• To manage online reputation – It has become very important for any company to maintain a reputable image because the negative feedback and reviews on the page of any company can tarnish their reputation and can quickly reduce their customer base. So, that is why it is paramount for any company to monitor their company’s name, maintain social profiles and respond to negative or bad reviews thoughtfully.

Objectives of a Digital Marketing Agreement

In order to avail the services of the digital markets, a company should get into a digital marketing agreement with them. The main aims and objectives of any digital marketing agreement are:

• To enhance the image and profile of the brand as well as to increase the traffic on the website of the company.
• To protect the brand online and to enhance its services.
• To increase the functionality and the speed of the website in order to make it easy for the users/customers to access it.
• To increase the rate of conversion of the existing traffic in order to increase sales.
• To provide the clients with consultancy advice on marketing-related issues like cost-saving.
• To introduce new ideas which could prove to be beneficial for the online visibility of the client’s company and to track and identify the client competition.

Essential clauses of a Digital Marketing Agreement

A digital marketing agreement contains various different clauses but there are a few essential clauses that one should never miss while drafting a digital marketing agreement. So, all the clauses which need to be covered in a digital marketing agreement are:

• Definitions – This clause defines all the key terminologies used in the agreement as well as the identification of the parties to the agreement.
• Considerations – This clause covers all the money related matters like the late fees, service fees and the taxes involved in the digital marketing agreement and usually it’s the vendor who covers all of these.
• Failure to provide crucial information – This clause requires the client to provide information to the digital marketing firm which will enhance the service and it also sets out the consequences for failing to do so.
• Records – This clause covers and specifies the files which need safekeeping and the person who is designated with the responsibility of this task.
• Relationship of the contracting parties – This clause defines the relationship of the vendor, the contractor and the customer in the agreement.
• Proprietary information – This clause covers all the intellectual property rights of the parties as well as the protection of these intellectual properties.
• Services – This clause covers the terms, conditions, restrictions, obligations and responsibilities of the parties and the law applicable to the agreement. It also elaborates on the details of the type of products and services that the digital marketer is offering to the client.
• Termination – This clause will cover the tenure of the agreement between the parties as well as the aftermath of the termination of the agreement.
• Compensation – This clause will cover the payment made by the client to the digital marketer for the services provided by them to the client.
• Cancellation – This clause will cover whether the agreement between the parties can be cancelled or not and if yes, then on what grounds will it be cancelled and the consequences of such cancellation?
• Indemnification – This clause usually covers the provisions for copyright infringement, loss incurred, etc.
• Intellectual Property (IP) – This clause will cover the question of which party will have the right of ownership over the intellectual property and the things to be covered within it.
• Governing rules and law – This clause will cover the situation that if any legal dispute arises than what laws will be applicable to the agreement.
• Renewal – This clause will cover the process of renewal and if the agreement can be renewed or not?
• Dispute resolution – This clause will cover the scenario of disputes which may arise between the parties during the tenure of the agreement and how will it be resolved?
• Products and services – This clause will provide for the marketing products and services under this agreement.
• Terms – This clause will cover the tenure of the agreement between the parties.
• Warranties – This clause will cover all the guarantees which the digital marketer will provide the client with in case any issue arises between them pertaining to the agreement.
• Non-compete – This clause covers that the digital marketer will not get into similar business as that of its client’s during and after the termination of the agreement.

Things to keep in mind with respect to a Digital Marketing Agreement

No company should blindly get into a digital marketing service agreement with a digital marketer without understanding its outcome. There are a certain things which a company should keep in mind with regards to a digital marketing agreement, they are:

• Determination of management fee – The issue that most companies overlook before getting into a digital marketing agreement is the heavy management fees attached to it and the method and mode of payment of it. So, a company should look into the management fee charged and the payment mode of such fee before entering into such agreement.
• Avoid long term agreement – One should avoid entering into a long term digital marketing agreement because the demand in the market keeps changing with time. The things which are in demand and prove to be advantageous to a company may not be in demand in the near future and may prove to be disadvantageous to the company. So, a company should be very careful before getting into a long term digital marketing agreement.
• Ascertaining the company’s goal – Before entering into a digital marketing agreement, a company should realise the goal that they are trying to achieve for their company by entering into such an agreement with the digital marketer. 
• Make an original digital marketing agreement – Every company’s needs are different and in order to cater to these different needs of the companies, the parties should not heavily rely on the templates available online for digital marketing agreement and instead get an original agreement drafted wich would cater to their needs.

Conclusion

With the increase in popularity of the social media platform, the demand of digital marketing is increasing among the companies. So, to avail the best out of these digital platform and digital marketing methods, companies should shift their focus on getting into a good airtight digital marketing agreement with the digital marketer so that they do not face any legal issues later and for the smooth running of their business. 

In order to draft a good digital marketing agreement, one should understand and focus on the goal of the company for whom the agreement is to be drafted. It will help one to become a wiser negotiator. One should not rush into dialogue and take ample time to prepare the agreement because one wrong decision can hamper the future of the company.

Students of Lawsikho courses regularly produce writing assignments and work on practical exercises as a part of their coursework and develop themselves in real-life practical skill.

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