California Advertising Agency Agreement

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                             This Advertising Agency Agreement is intended to be used by companies or individuals
                             located in California to retain the services of an advertising agency. It sets forth the terms
                             and conditions of the agreement including the services to be provided by the agency, the
                             compensation arrangement and a confidentiality agreement. This document in its draft
                             form contains numerous of the standard clauses commonly used in these types of
                             agreements, as well as optional language to allow for customization to ensure the specific
                             terms of the parties� agreement are addressed.

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                                ADVERTISING AGENCY AGREEMENT

THIS ADVERTISING AGENCY AGREEMENT ("Agreement") is made and effective this _____
[Month] ___ [Date], 20__ [Year], by and between __________________________ [Instruction: Insert
the name of company employing services of Agency], with headquarters located at
__________________________________ [Instruction: Insert the address of company] (hereinafter
referred to as "Company") and __________________ [Instruction: Insert the name of Agency] with a
place of business at ________________________________ [Instruction: Insert the address of Agency]
(hereinafter referred to as "Agency").

   WHEREAS, Company is interested in retaining the services of an agency for advertising and
promotional activities for certain goods and/or services offered by Company;

   WHEREAS, Agency is in the business of providing advertising and promotional services; and

   WHEREAS, Agency has represented to Company that it possesses all requisite skills, knowledge,
experience and technical capabilities to perform these services for Company;

    NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, the
parties hereto agree as follows:

1. Engagement.

   Company engages Agency to render, and Agency agrees to render to Company, certain services in
   connection with Company's planning, preparing and placing of advertising for certain of Company's
   products as follows:

   a. Analyzing present and potential marketing and advertising opportunities.

   b. Analyzing and reviewing market research to provide Company with timely counsel and a verbal
      and/or written (as requested) point-of-view on implications and recommended actions.

   c. Create, prepare and submit to Company, for its prior approval, advertising ideas and programs.

   d. Prepare and submit to Company, for its prior approval, estimates of costs and expenses associated
      with proposed advertising ideas and programs.

   e. Providing monthly and quarterly reporting to Company on all work performed in hours spent on
      Company business in a mutually agreed upon format. Monthly reports will include: monthly hours
      by project and by employee, with year-to-date totals and variances from estimated hours.

   f. Design and prepare, or arrange for the design and preparation of, advertisements.

   g. Perform such other services as Company may request from time to time, such as, but not limited to,
      direct mail advertising preparation, speech writing, publicity and public relations work, and market
      research and analysis.

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   h. Coordinating and cooperating as necessary with other agencies or vendors retained by Company for
      the Product or Service.

   i. Attending strategy and other meetings and performing research as requested by Company.

   j. Proof of accuracy and completeness of insertions, displays, broadcasts, or other forms of

   k. Rendering all services necessary for the proper and efficient use of all media in accordance with
      industry standards.

2. Products and/or Services. [Instruction: Choose any one clause below]

   Agency's engagement shall relate to the advertising and promotion of products and services of Company
   (“Services”) as specified in Exhibit A attached hereto.

   [Instruction: Please list the products and services to be advertised by the Agency under Exhibit A
   attached at the end of this document.]


   Agency shall be available and shall provide to Company professional advertising services for certain
   products and/or services of Company ("Services") as needed and requested by Company.

3. Exclusivity.

   Agency shall be the non-exclusive advertising agency in the United States for Company with respect to
   the products and/or services described under Section 2 above.

4. Compensation and Payment.

   a. Company agrees to pay the advertising fees set forth on the fee schedule attached hereto as Exhibit

   b. No percentage will be added to Agency charges for packing, shipping, express, postage, telephone,
      telex, fax, travel expenses or other out of pocket expenses of Agency personnel; and

   c. For any special project or other services provided by Agency pursuant to this Agreement upon which
      the parties have not agreed as to charges, Company shall pay Agency at its regular hourly rate, not to
      exceed _______ ($___) [◊ twenty ($20)] per hour.

   d. Company shall not be obligated to reimburse Agency for any travel or other out-of-pocket expenses
      incurred in the performance of services pursuant to this Agreement unless expressly agreed by
      Company in advance.

5. Confidential Disclosure.

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   a. Agency agrees that any information (oral, written or computerized), report, instrument, document or
      paper generated or developed for Company or provided to Agency by or on behalf of Company,
      including the terms of this Agreement, shall be considered a trade secret, and proprietary and
      confidential information of the Company (the "Confidential Information").

   b. Agency agrees

       i.   to use the Confidential Information only in connection with its performance of this Agreement;

     ii.    to disclose the Confidential Information only to those employees who need to know such
            Confidential Information because they are assisting in the performance of the services hereunder;

     iii.   not to disclose Confidential Information to any third party without the prior written consent of
            Company, and prior to such approved disclosure shall require such third parties to execute a
            confidentiality agreement protecting Confidential Information in a form approved by Company.

   c. Any contract or other agreement that Agency enters into with any third party for the purpose of
      implementing this Agreement (hereinafter "Agency Contract") will be solely between Agency and
      such other third party. Agency has no authority to bind Company with such contractual relationships.

   d. All information, inventions, discoveries, patent rights, trademarks and copyrights which result from
      any services performed by Agency pursuant to this Agreement ("Inventions"), will be the exclusive
      property of Company. Agency shall promptly disclose in writing to Company each such Invention
      and provide to Company all information known to Agency reasonably relating to such Invention.
      Agency agrees to sign all necessary documents or take such other actions as Company may
      reasonably request in order to perfect and enforce any and all of its rights in such Inventions. In
      particular, Agency shall assign to Company all of Agency's right, title and interest in and to each
      such Invention. All costs and expenses for perfecting and enforcing its rights in such Inventions shall
      be borne by Company.

   e. Agency represents and warrants that performance of the services required under this Agreement does
      not violate any Federal or State law.

6. Billing.

   a. Agency shall invoice Company for all media costs, where possible, in advance of Agency's payment
      date to allow for prepayment by Company so that Company may receive the benefit of any available
      prepayment or similar discount. For any media purchase or service for which Agency is not entitled
      to a commission, Agency shall ensure that the charges to Company are net of all agency
      commissions and discounts.

   b. All cash discounts on Agency's purchases including, but not limited to, media, art, printing and
      mechanical work, shall be available to Company, provided that Company meets Agency's requisite
      billing terms and there is no outstanding indebtedness of Company to Agency at the time of the
      payment to the supplier.

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   c. Rate or billing adjustments shall be credited or charged to Company on the next following regular
      invoice date or as soon as otherwise practical.

   d. Invoices shall be submitted in an itemized format and shall be paid by Company within _________
      (___) [◊ thirty (30)] days of the invoice date.

7. Independent Contractor.

   Agency understands and agrees that, for purposes of this Agreement, Agency and any employee(s) or
   other individual(s) designated by Agency to perform services under this Agreement ("staff members")
   are acting in the capacity of independent contractors. Agency is responsible for staffing the project and
   providing any and all compensation and/or benefits to its staff members. Company is not responsible for
   withholding, and shall not withhold, taxes of any kind from any payments it owes to Agency unless
   required by law. Agency agrees to comply with all laws related to withholding and payment of payroll
   taxes related to individuals providing services hereunder. Neither Agency nor any of its staff members
   has authority to represent or act on behalf of Company without Company's prior written consent.
   Further, as independent contractors, neither Agency nor any of its staff members is eligible to participate
   in, nor are they eligible for coverage under, any of Company's benefit plans, programs, employment
   policies or procedures or workers' compensation insurance. In consideration of Company agreeing to use
   Agency's services hereunder, Company will be released from any liability arising from Company's
   failure to provide such plans, programs, policies, procedures and workers' compensation insurance.
   Agency shall defend and indemnify Company for any and all claims, losses, injuries or damages that
   may be asserted against Company as an alleged employer with respect to any Agency employee or third-
   party vendor employee providing services in connection with this Agreement.

8. Competitors. (Optional) [Comment: Use this clause if you wish and agency agrees not to accept
   jobs from your competitors]

   During the term of this Agreement, Agency may not accept employment from, render services to,
   represent or otherwise be affiliated with any person, firm, corporation or entity in connection with any
   product or service directly or indirectly competitive with or similar to any product or service of
   Company with respect to which Agency is providing any service pursuant to this Agreement.

9. Indemnification and Insurance.

   a. Agency shall indemnify and hold Company harmless with respect to any claims, loss, suit, liability
      or judgment suffered by Company, including reasonable attorney's fees and costs, based upon or
      related to any item prepared by Agency or at Agency's direction, including, but not limited to, any
      claim of libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright or other
      intellectual property interest, except where any such claim arises out of material supplied by
      Company and incorporated into any materials or advertisement prepared by Agency. Agency agrees
      to procure and maintain in force during the term of this Agreement, at Agency's expense, an
      advertising agency liability policy or policies having a minimum limit of at least _______ ($___)
      [Instructions: Insert the Insurance Policy Amount], naming Company as an additional insured
      and loss payee under such policy or policies.

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   b. Company agrees to indemnify and hold Agency harmless with respect to any claim, loss, liability,
      damage or judgment suffered by Agency, including reasonable attorney's fees and court costs, which
      results from the use by Agency of any material furnished by Company or where material created by
      Agency or at the direction of Agency subject to the indemnification in subsection a above is
      materially changed by Company. Information or data obtained by Agency from Company to
      substantiate claims made in advertising shall be deemed to be "material furnished by Company to

   c. In the event of any proceeding, litigation or suit against Company by any regulatory agency or in the
      event of any court action or other proceeding challenging any advertising prepared by Agency,
      Agency shall assist in the preparation of the defense of such action or proceeding and cooperate with
      Company and Company's attorneys.

10. Term.

   This agreement shall be for a _________ (___) [◊ Four (4)] month/year period, commencing from the
   date of this agreement. Either party can cancel said agreement upon _________ (___) [◊ Sixty (60)]
   days written notice in the manner described under section 13 and 14 of this Agreement.

11. Rights upon Termination.

   Upon termination of the Agreement, Agency shall transfer, assign and make available to Company all
   property and materials in Agency's possession or subject to Agency's control that are the property of
   Company, subject to payment in full of amounts due pursuant to this Agreement.

12. Default.

   In the event of any default of any material obligation by or owed by a party pursuant to this Agreement,
   the other party may provide written notice of such default and if such default is not cured within
   _________ (___) [◊ Ten (10)] days of the written notice, then the non-defaulting party may terminate
   this Agreement.

13. Notices.

   Any notice required by this Agreement or given in connection with it, shall be in writing and shall be
   given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized
   overnight delivery services.

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   If to Company:




   If to Agency:




                [Instructions: Insert address of both parties for serving notice]

14. Electronic Notice. (Optional) [Comment: Keep this clause if you would like to accept notice
    through emails]

   Both the parties hereby agree to send and accept notices mentioned under section 13 through electronic
   emails. Below are email addresses provided by both parties for the purpose of sending and receiving

   Company email: ____________________________

   Agency email: ____________________________

15. Headings.

   Headings used in this Agreement are provided for convenience only and shall not be used to construe
   meaning or intent.

16. Final Agreement.

   This Agreement terminates and supersedes all prior understandings or agreements on the subject matter
   hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

17. Governing Law.

   This Agreement shall be construed and enforced in accordance with the laws of the state of
   ____________ [Instruction: Insert the State in which Company is registered or operates its

IN WITNESS WHEREOF, the parties hereto have executed this Advertising Agency Agreement as of the
date first above written.

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For: COMPANY                                               For: AGENCY

Signed:_________________________________                   Signed:_______________________________

Name:                                                      Name:

Title:                                                     Title:

Date:                                                      Date:

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                                                  EXHIBIT A

                          Products and Services of the Company to be advertised

                                   [Instructions: Kindly refer to section 2.]

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                                         Compensation and Payment

                                   [Instructions: Kindly refer to section 4.]

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