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1. Parties: Identification of the service provider (digital marketing agency) and the client, including their registered addresses and company details

2. Background: Context of the agreement, brief description of the client's business and their digital marketing needs

3. Definitions: Definitions of key terms used throughout the agreement, including technical marketing terms

4. Scope of Services: Detailed description of digital marketing services to be provided, including specific platforms and channels

5. Service Provider's Obligations: Key responsibilities and commitments of the digital marketing agency

6. Client's Obligations: Client's responsibilities, including provision of materials, approvals, and access to accounts

7. Performance Metrics and Reporting: KPIs, reporting frequency, and measurement criteria for campaign success

8. Data Protection and Privacy: Compliance with Indian data protection laws and handling of customer data

9. Intellectual Property Rights: Ownership and usage rights of marketing materials, content, and campaign assets

10. Fees and Payment Terms: Service fees, payment schedule, and additional costs

11. Term and Termination: Contract duration, renewal terms, and termination conditions

12. Confidentiality: Protection of confidential information shared during the engagement

13. Representations and Warranties: Standard warranties about service quality and compliance with laws

14. Limitation of Liability: Caps on liability and exclusions of certain types of damages

15. Force Majeure: Provisions for handling events beyond parties' control

16. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law

17. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

1. Schedule A - Service Level Agreement: Detailed metrics, response times, and performance standards

2. Schedule B - Fee Schedule: Detailed breakdown of fees, rate cards, and payment milestones

3. Schedule C - Approved Platforms and Channels: List of social media platforms, advertising channels, and other digital platforms covered

4. Schedule D - Reporting Templates: Templates and formats for regular performance reports and analytics

5. Schedule E - Brand Guidelines: Client's branding requirements and guidelines for digital content

6. Schedule F - Campaign Calendar: High-level marketing calendar and campaign schedule

7. Appendix 1 - Technical Specifications: Technical requirements for digital assets and deliverables

8. Appendix 2 - Compliance Checklist: Checklist of regulatory requirements and platform-specific guidelines