Minnesota Advertising Agency Agreement

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                             This Advertising Agency Agreement is intended to be used by companies or individuals
                             located in Minnesota 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 the 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.



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   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.


   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
       advertisements.


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




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


4. Compensation and Payment.
   a. Company agrees to pay the advertising fees set forth on the fee schedule attached hereto
       as Exhibit B.


   b. No percentage will be added to Agency charges for packing, shipping, express, postage,
       telephone, telex, fax, travel expenses and 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.




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5. Confidential Disclosure.
   a. Agency agrees that all 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, 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; and
     iii.   will not 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 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



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       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 and 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 the 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.


   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



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   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 the 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 _______ ($___)



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       [Instructions: Insert the Insurance Policy Amount], naming Company as an additional
       insured and loss payee under such policy or policies.


   b. Company agrees to indemnify and hold Agency harmless with respect to any claims, 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 Agency".
   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, then the other party may provide written notice of such default and if such


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   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.


   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 14 through
   electronic emails. Below are emails provided by both parties for the purpose of sending and
   receiving notices:


   Company email: ____________________________


   Agency email:        ____________________________




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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 operate
   business].




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




   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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