Advertising Sales Representative Agreement for Web Site
This Advertising Sales Representative Agreement, hereinafter called the Agreement, is
made by and between (Name of Company), a corporation organized and existing under the
laws of the state of (name of state), with its principal office located at (street address, city, state,
zip code), referred to herein as Company, and (Name of Sales Representative) of (street
address, city, state, zip code), referred to herein as Sales Representative.
Whereas, Company operates the Website http//www.xxxx.com, hereinafter called the
Whereas, Sales Representative has an experienced sales force that sells online
advertising for other Web sites; and
Now, therefore, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the parties agree as follows:
A. Advertiser means any company, its parent, subsidiary, affiliates and/or related
companies which purchases Advertisements, as defined herein; and
B. Advertisements means electronic messages of any type, including but not
limited to any and all text, graphical and/or video advertisements appearing on the Site
or in connection with any of the Site's domain names anywhere in the world, including,
but not limited to, advertisements sold through third party advertising networks.
Advertisements shall include sponsorships, affiliate programs and any other revenue-
generating placements on the Site.
C. Advertising Revenue means all revenue from Advertisements on the Site, less
all third party ad serving fees. Advertising Revenue shall be recognized as and when the
associated advertisements are displayed on the Site. Advertising Revenue shall not
include revenues from direct sales by the Company or any third parties authorized by
Company to sell advertising which revenues shall belong solely to the Company.
D. Agent's Commission is defined in Section (number of section).
E. Company's Net Revenue is Advertising Revenue less Agent's Commission.
II. Representation. Company hereby appoints Sales Representative, during the
term of this Agreement, as its (exclusive or nonexclusive) sales representative to market
and sell Advertisements for the Site, and such other Sites as Company may designate
from time to time.
III. Responsibilities of Sales Representative. Sales Representative shall use its
commercially reasonable efforts to maximize the amount of ads sold for Company, and to
maximize the rates therefore. Sales Representative shall provide strategic consulting on the
interactive advertising market. Sales Representative shall undertake its obligations in a
professional manner and in compliance with all applicable laws. Sales Representative shall
coordinate with Company staff on a continual basis to manage inventory of ads, type of
inventory, insertion order issues, and the like. Sales Representative shall be responsible for all
ad serving, back end operation support and technical implementation for the services
hereunder. Company will also be able to take advantage of the existing Sales Representative
infrastructure for managing ad inventory flow, targeting (including geographic, demographic and
behavioral methods) and sales management reporting.
IV. Billing and Payment. All billing, collection, and administrative matters in connection
with the services hereunder are to be handled by Sales Representative at Sales
V. Certain Ads. Company reserves the right to accept or reject any particular advertiser,
and any form of contract or insertion order used by Sales Representative on behalf of Company
shall be subject to the approval of the Company.
VI. Commission to Sales Representative.
A. Sales Representative shall be entitled to a commission equal to ____% of the
Advertising Revenue. Sales Representative shall provide monthly reports to Company,
by the 30th of each month, setting forth in detail the ads sold, the revenues received, the
ad rates, and such other information as reasonably requested by Company. Payments to
Company for the preceding month shall be due no later than the 30th of each month.
Any late payments shall incur a ____% per month late fee. Company shall have the right
to audit the relevant books of Sales Representative on at least three (3) days notice with
Agent to reimburse Company for the costs of such audit in the event a discrepancy of
greater than 5% is found.
B. To the extent that an advertiser comes directly to Company instead of to Sales
Representative, no commissions shall be due to Sales Representative. However, if
Company refers said advertiser to a Sales Representative sales representative to
consummate a transaction, then the commission payable to Sales Representative shall
be ______% of the net revenues received from said advertiser for the ads sold by Sales
VII. Term and Termination.
A. Original Term. The term of this Agreement will commence upon the execution of
this Agreement by both parties (the Effective Date) and end on the date that is twelve
months following the Effective Date, unless extended pursuant to Subsections B and or
C below (the Term).
B. Six Month Out Clause. On the six month anniversary of the Effective Date,
Company will have the right to terminate this Agreement if Agent's performance is not to
the Company's satisfaction. Company will have five (5) days to terminate the Agreement
by providing written notice to Agent.
C. Automatic Renewal. The Term shall automatically extend for consecutive twelve
month periods unless and until either party notifies the other in writing of its' intent to
terminate this Agreement at least thirty (30) days prior to the expiration of the Term.
VIII. Company Representations and Warranties
A. Quality Assurance. Company shall maintain the Site in its current business and
content model in accordance with reasonable industry standards. Company
acknowledges that Agent has no responsibility to review the content of the Site. The Site
shall not contain, or contain links to, content promoting the use of illegal substances;
pornography; content promoting illegal activity, racism, hate, spam, mail fraud, pyramid
schemes, or investment opportunities or advice not permitted by law; or content that is
defamatory, infringing, or otherwise unlawful, and Company agrees to indemnify Agent
and hold Agent harmless in connection therewith.
B. Ad Serving. Company shall be obligated to implement the ad code for all
advertisements sold by Agent in accordance with the instructions of any insertion order,
inventory purchase order or other instructions conveyed by Agent. The ad code Agent
provides to Company shall only be placed within the HTML of web pages addressable or
located under the top and secondary level domain names for the Site.
C. No Violations. Company hereby represents, warrants and covenants that:
1. Use of the Site by Agent or any of Agent's Advertisers will not infringe
upon any third party intellectual property rights, including, without limitation,
United States or foreign trademarks, patents, copyrights, rights of publicity, moral
rights, music performance or other music-related rights, or any other third-party
2. The Site does not and will not contain any content which violates any
applicable law or regulation; and
3. It has all necessary rights and authority to enter into this Agreement and
place Advertisements on the Site provided however that no such warranty
extends to any third party claim against an Advertisement procured by Agent
under this Agreement.
D. Other than as expressly set forth above, Company makes no warranties, express
or implied concerning the Site. Without limiting the generality of the foregoing, Company
expressly disclaims any implied warranty of merchantability or fitness for a particul