Social Media Management Agreement (template, not legal advice)
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This is a template, not legal advice. Laws differ by country, state and province, and this template may not suit where you or your client are. Have a lawyer where you work review it before anyone signs.
1. Parties
1.1 This Social Media Management Agreement (the "Agreement") is made between [Provider legal name or business], of [Provider address], email [Provider email] (the "Provider"), and [Client legal name or business], of [Client address] (the "Client").
1.2 The Agreement takes effect on [Effective date]. The Services under clause 3 start on [Start date].
1.3 The Client's contact person, [Client contact person], gives approvals and instructions for the Client unless the Client names someone else in writing.
2. Term
2.1 Length of this Agreement: [Term].
3. Services and scope
3.1 The Provider will provide the social media management services in this clause (the "Services").
3.2 Each month, the Provider will deliver: [Monthly deliverables].
3.3 Replying to comments and messages (community management) is not included unless the parties agree it in writing.
3.4 The Services do not include the following. Any of them can be added only by written agreement, and the Client pays any third-party costs for them:
(a) advertising spend
(b) paid tools, software and subscriptions
(c) stock media, music and font licenses
(d) influencer or creator fees
(e) photo and video shoots
4. Approvals and revisions
4.1 The Provider will send each post to the Client for approval before it is published. The Client will approve it or ask for changes within [Client approval window (business days)] of receiving it. Approval can be given by email or in any tool the parties agree to use.
4.2 If the Client has not responded in time, this applies: [If the client approves late]. The Provider is not responsible for the effects of a delay in approval.
4.3 Each post includes [Revision rounds per post] of revisions. Further revisions are extra work under clause 5.
5. Fees and payment
5.1 The Client will pay the Provider a monthly fee of [Monthly fee].
5.2 The Provider will invoice the monthly fee [Invoices for the monthly fee]. The Client will pay each invoice within [Payment due within (days)] of the invoice date.
5.3 If an invoice is not paid when due, the Provider may pause the Services after telling the Client in writing, and will restart them once the invoice is paid.
5.4 Work outside clause 3 needs the Client's written agreement, including the price, before it starts.
5.5 Advertising spend is not part of the fees. The Client pays any ad spend directly to each platform, from ad accounts and payment methods the Client owns.
5.6 The fees do not include sales tax, VAT, GST or similar taxes, which are added where they apply.
6. Client responsibilities
6.1 The Client will:
(a) supply the brand assets, guidelines and information the Provider reasonably needs, on time
(b) review and approve content within the approval window in clause 4
(c) grant, and keep in place, the access described in clause 7
(d) make sure the offers, prices, claims and other facts it gives the Provider are accurate and lawful
6.2 The Provider is not responsible for delays or errors caused by the Client not doing these things.
7. Account access and ownership
7.1 The Client owns its social media accounts, handles, Pages and ad accounts, and the content and data in them, during and after this Agreement. The Provider gains no rights in them.
7.2 The Client will give the Provider access through each platform's own business, partner or admin roles (for example, partner access to the Client's business portfolio in Meta Business Suite, or a content admin role on the Client's LinkedIn Page). The Provider will not ask for, and the Client will not share, account passwords.
7.3 The Client keeps control of each account's login, recovery details and two-factor authentication. The Provider will keep its own logins secure, use two-factor authentication where a platform offers it, and tell the Client promptly if it believes any access has been compromised.
7.4 Within [Access removed within (days after the end)] after this Agreement ends, the Client will remove, or the Provider will give up, all of the Provider's access, and the Provider will confirm in writing that it no longer has access.
8. Content and intellectual property
8.1 Ownership of the content the Provider creates: [Who owns the content].
8.2 The Client confirms it has the rights needed for any materials it supplies (such as logos, images, video, music and user-generated content) and that the Provider may use them to perform the Services.
8.3 Where content uses third-party material such as stock media, music or user-generated content, it is used only under the license terms that apply to that material.
8.4 The Provider may show published work in its portfolio and case studies, without the Client's confidential information.
9. Platform rules, disclosures and results
9.1 Drafts may be prepared with the help of AI tools. The Provider reviews every draft before sending it to the Client, and clause 4 applies to it in the same way.
9.2 Where content is sponsored, paid, gifted or otherwise commercial, the parties will follow the disclosure rules that apply where the content is published and each platform's branded-content rules. The Client will tell the Provider when a post needs a disclosure.
9.3 Each party will follow the terms and policies of the platforms used for the Services. Neither party will ask the other to break them, for example by buying followers, likes or views, or by automating engagement.
9.4 The Provider does not promise any number of followers, reach, engagement, leads or sales. Platforms change their features, policies and algorithms, and the Provider is not responsible for those changes.
10. Confidentiality
10.1 Each party will keep the other's confidential information private and use it only for this Agreement. Confidential information includes account access details, unpublished content, plans, prices and customer data. It does not include information that is public through no fault of the receiving party, or that the receiving party already had or developed on its own.
10.2 A party may disclose confidential information when the law requires it, after telling the other party where the law allows.
10.3 This clause continues for [Confidentiality lasts (years after the end)] after this Agreement ends.
11. Independent contractor
11.1 The Provider is an independent contractor, not an employee, partner or agent of the Client. The Provider decides how, when and where it performs the Services, uses its own equipment and tools, may work for other clients, and is responsible for its own taxes, insurance and benefits.
12. Limitation of liability
12.1 Neither party is liable to the other for indirect or consequential losses, such as lost profits, lost revenue, or loss of followers, data or goodwill.
12.2 Each party's total liability under this Agreement is limited to the fees the Client paid the Provider in the [Cap: fees paid in the last (months)] before the claim arose.
12.3 Nothing in this Agreement limits any liability that the law does not allow to be limited.
13. Termination and handover
13.1 Either party may end this Agreement by giving the other written notice of at least [Notice period (days)].
13.2 Either party may end this Agreement by written notice if the other party seriously breaches it and does not fix the breach within [Time to fix a breach (days)] of being told about it in writing.
13.3 When this Agreement ends, the Provider will send a final invoice for Services delivered and fees owed up to the end date, and the Client will pay it under clause 5.
13.4 Within [Handover within (days)] after the end, the Provider will hand over the Client's materials and the final approved content files, and cancel or hand over any posts it has scheduled. The Provider's access ends as set out in clause 7.4.
13.5 Clauses 7, 8, 10, 12 and 14 continue after this Agreement ends.
14. Governing law and disputes
14.1 This Agreement is governed by the laws of [State or province, country].
14.2 How disputes are settled: [Disputes].
15. General terms
15.1 Entire agreement. This Agreement is the whole agreement between the parties about the Services and replaces any earlier proposal or discussion about them.
15.2 Changes. A change to this Agreement counts only if it is in writing and accepted by both parties.
15.3 Severability. If any part of this Agreement is found invalid, the rest of it stays in effect.
15.4 Notices. Notices under this Agreement must be in writing and sent by email to the address each party has given the other in writing, or by post to the address in clause 1.
16. Signatures
Signed by each party, or by a person authorized to sign for it, on the date shown.
For the Provider: [Provider legal name or business]
Signature: ______________________________
Name: ______________________________
Title: ______________________________
Date: ________________
For the Client: [Client legal name or business]
Signature: ______________________________
Name: ______________________________
Title: ______________________________
Date: ________________
This is a template, not legal advice. Laws differ by country, state and province, and this template may not suit where you or your client are. Have a lawyer where you work review it before anyone signs.