This is an agreement between a company and an advertiser for the advertiser’s flyers to
be included in the company’s newsletter. This agreement contains numerous standard
clauses as well as opportunities for customization to address the specific needs of the
contracting parties. Customizable terms under “Exhibit A” include the rate to be
charged, the due date of the flyers, the number of flyers per newsletter, and the
frequency. This document should be used by small businesses to sell advertising space
or by advertisers looking to place their materials in a company’s newsletter.
FLYER DELIVERY SERVICE AGREEMENT
THIS FLYER DELIVERY SERVICE AGREEMENT, (the “Agreement”), is made and entered
in as of ___________ [Instruction: Insert Date], by and between ___________ [Instruction:
Insert Name of Company Distributing the Newsletter], ___________ [Instruction: Insert
Address] (“Company”), and ___________ [Instruction: Insert Name of Advertiser],
___________ [Instruction: Insert Address] (“Advertiser”).
WHEREAS, Company distributes a newsletter known as “___________” [Instruction: Insert
Name of Newsletter] (the “Newsletter”) to over ___________ (_____) [Instruction: Insert
Number] of Company’s members, which Newsletter is a direct, ___________ [Instruction:
Insert Timing (i.e. daily, weekly, monthly, quarterly, etc…)], opt-in communication;
WHEREAS, Advertiser wishes to place one or more separate advertisement flyers (each a
“Flyer”) in the Newsletter and Company is agreeable, subject to the following the terms and
NOW, THEREFORE, in consideration of the promises and other good and valuable
consideration set forth herein, the parties agree as follows:
1. Flyer. Advertiser shall deliver each Flyer to Company pursuant to the specifications, terms
and conditions set forth in Exhibit “A” hereof, attached hereto and incorporated herein. If
Company deems the Flyer suitable, Company may elect, in Company’s sole discretion, to
include the Flyer in the mailing with the particular issue of the Newsletter.
2. Fee. Within thirty (30) days of the later of: (A) Advertiser’s receipt of Company's detailed
invoice indicating the amount due and (B) the distribution of the Newsletter containing the Flyer,
Advertiser shall pay to Company the fee set forth in Exhibit “A”. All unpaid fees shall be
subject to Company’s standard late payment fees and penalties, including but not limited to the
accrual of interest at the legal rate.
3. Representations, Warranties, Indemnification, Reservation of Rights and Limitation of
A. Advertiser represents and warrants that any Flyer submitted to Company complies with
all applicable laws and regulations and does not violate the rights of, and is not harmful to, any
person or entity (including, but not limited to, any intellectual property rights, rights of publicity
and/or rights of privacy).
B. As part of the consideration to induce Company to distribute the Flyer with the
Newsletter, Advertiser, its affiliates, employees, owners and representatives agree to indemnify
and hold Company and its affiliates, employees, owners and representatives, harmless from any
and all liability, loss damages, and expense of any nature, including reasonable attorneys’ fees,
arising out of any actual or potential claims, demands, and litigation alleging that the Flyer(s) or
other submitted materials are libelous or obscene and/or violates any rights of any person or
entity (including, but not limited to, any intellectual property, rights of publicity and/or rights of
C. Company reserves the right, in its absolute discretion and at any time, to cancel or reject
any Flyer at any time, for any reason. Company shall be under no liability for its failure, for any
reason, to insert any Flyer with any issue of the Newsletter.
D. In no event shall Company’s liability with respect to any Flyer exceed the total amount
paid to Company for such Flyer, including any liability resulting from the errors or omissions of
the Company. In no event shall the Company be liable for special, incidental, consequential or
A. This Agreement constitutes the entire agreement between the parties hereto with respect
to the specific subject matter hereof and supersedes all prior agreements or understandings of any
kind with respect to the specific subject matter hereof.
B. In the event that any provision or part of this Agreement shall be deemed void or invalid
by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full
force and effect.
C. Any modification to this Agreement must be in writing and signed by the parties or it
shall have no effect and shall be void.
D. This Agreement is binding upon and shall inure