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Contract Health Score
This contract has some areas that need attention before signing.
Before You Sign
We found 9 issues in this contract. Auto-Renewal With Only 30-Day Opt-Out Window is your biggest concern. Here's what you need to know before signing.
This is a Marketing Services Agreement between Alpha Solutions LLC (Provider) and BrightPath Marketing (Client) for digital marketing services starting January 1, 2026. The contract is reasonably well-structured with clear deliverables, mutual liability protections, and IP ownership in your favor, but it has a few meaningful gaps — most notably no audit rights over ad spend, a vague data breach notification timeline, and an automatic renewal clause that could lock you in for another full year if you miss a 30-day window. It warrants attention before signing but is not unusually dangerous.
9 Issues Found
Auto-Renewal With Only 30-Day Opt-Out Window
What this means for your business
If you miss the 30-day notice window by even one day, you are committed to another 12 months and $60,000 in fees. A 30-day window on a 12-month contract is a tight margin, and the contract contains no fee renegotiation right at renewal, meaning you could be locked in at the same rate regardless of performance or market changes.
What to do
Negotiate the non-renewal notice window to at least 60–90 days and add a right to renegotiate fees before each renewal term.
▶ See the clause that triggered this flag
this Agreement shall renew for successive one-year terms unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term
Indemnification Only Covers Extreme Misconduct, Not Ordinary Mistakes
What this means for your business
If the Provider makes a careless mistake — for example, publishing inaccurate content that damages your brand or mismanaging ad budgets — you cannot seek indemnification unless you can prove they acted with extreme recklessness or intent. Ordinary professional errors, which are far more common, are excluded. This means you could incur real losses and be left paying your own legal and recovery costs.
What to do
Expand the indemnification scope to include claims arising from the Provider's general negligence and material breach of contract, not just gross negligence or willful misconduct.
▶ See the clause that triggered this flag
arising from the Indemnifying Party's: (a) gross negligence or willful misconduct; or (b) infringement of a third party's intellectual property rights
Liability Cap Limited to Just 3 Months of Fees
What this means for your business
If the Provider mismanages a large paid ad campaign, destroys your SEO rankings, or causes a data breach, your ability to recover damages is capped at $15,000 regardless of actual losses. For a business spending on paid advertising and relying on this provider for its digital presence, real-world losses from a serious failure could easily exceed that amount.
What to do
Negotiate a higher liability cap — at minimum 12 months of fees ($60,000) — and ensure data breaches and confidentiality violations are carved out from the cap entirely.
▶ See the clause that triggered this flag
Each party's total cumulative liability to the other under or in connection with this Agreement shall not exceed the total fees paid by Client in the three (3) months immediately preceding the event giving rise to the claim
No Timeline for Data Breach Notification
What this means for your business
Under GDPR, you may be required to report a breach to regulators within 72 hours of becoming aware of it. If your Provider notifies you on day 4 citing 'prompt' notice, you have already missed your legal deadline and could face significant fines. The word 'promptly' is legally vague and unenforceable as a hard deadline.
What to do
Replace 'promptly' with a specific contractual deadline — such as 'within 48 hours of discovery' — to ensure you have time to meet your own regulatory obligations.
▶ See the clause that triggered this flag
Provider shall promptly notify Client of any actual or suspected unauthorized access to Client data
SEO Ranking Obligation Is Outcome-Based and May Be Unenforceable
What this means for your business
If a search engine algorithm update drops your rankings, the Provider could technically be in breach of contract despite performing all their work correctly. Conversely, the vagueness of this obligation could also make it difficult for you to hold the Provider accountable if their work genuinely causes a ranking decline, since they may argue external factors were responsible.
What to do
Clarify that the ranking obligation is subject to a best-efforts or industry-standard-practices qualifier and define a clear process for determining whether underperformance is attributable to the Provider.
▶ See the clause that triggered this flag
Provider shall maintain or improve Client's organic search ranking for agreed target keywords
No Acceptance or Rejection Process for Deliverables
What this means for your business
Without an acceptance process, there is no clear point at which a deliverable is deemed complete and approved — or rejected due to quality issues. This creates ambiguity about when payment is owed, how many revisions you are entitled to, and what happens if you are dissatisfied with a blog post, social media asset, or campaign report.
What to do
Add a written acceptance process specifying a review period (e.g., 5 business days), a defined number of revision rounds, and a clear outcome if no response is given within the review window.
▶ See the clause that triggered this flag
Provider agrees to deliver the following digital marketing services each calendar month
No Audit Rights Over Ad Spend and Performance Data
What this means for your business
The Provider is managing your paid search and social ad campaigns, which means they control how your advertising budget is spent. Without a contractual right to audit the Provider's records, you have no independent way to verify that reported ad spend, impressions, clicks, and conversions are accurate. This is a significant financial blind spot, especially as the monthly fee grows or ad budgets increase.
What to do
Request an audit rights clause giving you the right to inspect the Provider's performance records, ad account data, and spend reports — at your cost — no more than once per year with reasonable notice.
No Insurance Requirements
What this means for your business
The contract does not require the Provider to carry any insurance — such as professional liability (errors and omissions), cyber liability, or general liability coverage. If the Provider causes a data breach, publishes infringing content, or makes a costly advertising error, there may be no insurance policy available to pay for resulting losses, even if the Provider is technically liable.
What to do
Require the Provider to maintain at minimum professional liability (E&O) and cyber liability insurance with specified minimum coverage amounts, and to provide a certificate of insurance upon request.
No Non-Solicitation Clause
What this means for your business
Neither party is restricted from recruiting or hiring the other's employees or contractors during or after the agreement. If the Provider's key team members working on your account are valuable and you want to hire them directly — or if the Provider tries to recruit your marketing staff — there is nothing in this contract preventing it.
What to do
Add a mutual non-solicitation clause prohibiting either party from directly recruiting or hiring the other's employees or contractors during the agreement term and for 12 months after termination.
Time-Sensitive Clauses
Contract Start Date
The agreement becomes effective and services begin on this date. Ensure both parties have signed before this date to avoid disputes about whether the contract is in force.
Initial Term End Date
The 12-month initial term ends on this date. If you do not wish to renew, you must send written non-renewal notice before this date.
Non-Renewal Notice Deadline (Year 1)
You must provide written notice of non-renewal at least 30 days before the end of the initial term. Missing this deadline automatically locks you into another 12-month term worth $60,000 in fees. Calendar this well in advance.
Monthly Invoice Payment Due
Each monthly invoice must be paid within 30 days of issue. After 45 days unpaid, the Provider may suspend services with 10 days' written notice. Late invoices also accrue interest at 1.5% per month (18% annually) from the due date.
Monthly Ad Performance Summary Deadline
The Provider is contractually required to deliver a written ad campaign performance summary within 5 business days after each month closes. Track this monthly to ensure the Provider is meeting their delivery obligations.
Termination for Convenience Notice Period
Either party can end the agreement at any time by giving 30 days' written notice. You will owe payment for all services rendered through the termination date, so account for one final month of fees.
Breach Cure Period
If either party breaches the contract, the breaching party has 14 days to fix the problem after receiving written notice. If the breach is not cured within 14 days, the non-breaching party may terminate immediately. Send breach notices in writing and track this window carefully.
Confidentiality Obligations Post-Termination
Both parties must keep each other's confidential information secret for 2 years after the contract ends. Ensure your team is aware of this ongoing obligation when offboarding from this relationship.
Annual Deliverable Scope Review
The contract requires both parties to review and update the deliverable scope in writing at least annually. Use this opportunity to renegotiate fees, adjust service levels, or address performance issues before renewal.
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