Advertisement Effectiveness Study Consulting Contract


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									This is an agreement to conduct an advertisement effectiveness study between an
independent contractor consultant and a company. The agreement provides that the
company will pay the consultant a fee to prepare, implement, conduct and finalize a
study of the company's advertising campaign. The agreement includes provisions
granting ownership of the study to the company, allows the company to request status
reports and confidentiality. The agreement includes an exhibit where the particulars of
the study can be included. It can be customized to provide for any additional terms and
conditions that may be necessary.
                         CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the “Agreement”) is made as of ___________
[Instruction: Insert Date], by and between ___________ [Instruction: Insert Name of
Company], ___________ [Instruction: Insert Address] (“Company”), and ___________
[Instruction: Insert Name of Consultant], ___________ [Instruction: Insert Address]

WHEREAS, Company desires to commission a study regarding the effectiveness of Company’s
advertising campaign entitled ___________ [Instruction: Insert Ad Campaign] (the “Ad

WHEREAS, Consultant is an independent contractor skilled at preparing, implementing,
conducting and finalizing advertisement effectiveness studies;

WHEREAS, Company desires to engage consultant to prepare such a study, and, subject to the
terms and conditions hereof, Consultant desires to accept said engagement.

NOW, THEREFORE, in consideration of the promises and other good and valuable
consideration set forth, the parties agree as follows:

1. Services. Consultant agrees to act as an independent contractor consultant to Company in
connection with the preparation, implementation, performance and finalization of an
advertisement effectiveness study (the “Study”) relating to the Ad Campaign, and such further
services as may mutually be agreed (collectively, the “Services”). The Study shall include all of
the metrics, criterion and qualitative review markers typically included in an advertisement
effectiveness study, including but not limited to the metrics, criterion and qualitative review
markers indicated in Exhibit “A”, attached hereto and incorporated herein. Consultant shall use
reasonable efforts to conduct the Study in a professional manner and shall use good faith efforts
to conduct the Study in accordance with the terms of this Agreement and all applicable state and
federal laws, rules and regulations. A completed copy of the Study shall be delivered to
Company no later than ___________ [Instruction: Insert Date].

2. Compensation. In consideration of the Services performed by Consultant hereunder,
Company shall pay Consultant a consultant fee of ___________ Dollars ($____) [Instruction:
Insert Amount] (the “Consultant Fee”). ___________ percent (____%) [Instruction: Insert
Percentage] of the Consultant Fee shall be due and payable upon execution hereof, the
remainder of the Consultant Fee shall be due and payable upon the completion of Consultant’s
services and receipt by Company of a final copy of the study. It is understood that the
Consultant shall bear all costs, fees and expenses incurred in connection with the Services and
the Consultant Fee shall be sole compensation payable by Company.

3. Ownership. Upon receipt of the complete Consultant Fee hereunder, Consultant agrees to
irrevocably assign to Company all right, title and interest in and to the Study prepared hereunder,
and any and all materials and notes relating thereto that are conceived, reduced to practice or
made by Consultant alone or jointly with others in the course of performing the Services.

4. Reports. Consultant agrees to keep Company advised as to Consultant’s progress in
performing the Services and, as reasonably requested by Company, prepare written reports with
respect thereto. All such reports prepared by Consultant shall be the sole property of Company.

5. Confidentiality. Consultant shall keep Company's “Confidential Information”, including but
not limited to: business secrets, customer, supplier, logistical, financial, research, development
information, and any information provided to Consultant on a confidential basis or with a binder
of secrecy, confidential and shall not disclose them to any third party without the prior written
consent of Company. Notwithstanding the foregoing, the term “Confidential Information” shall
not include any information which: (i) can be demonstrated to have been in the public domain or
was publicly known or available prior to the date of the disclosure to Consultant; (ii) can be
demonstrated in writing to have been rightfully in the possession of Consultant prior to the
disclosure of such information to Consultant by Company; (iii) becomes part of the public
domain or publicly known or available by publication or otherwise, not due to any unauthorized
act or omission on the part of Consultant; or (iv) is supplied to Consultant by a third party
without binder of secrecy, so long as that such third party has no obligation to Company or any
of its affiliated companies to maintain such information in confidence. Consultant agrees that
any breach by Consultant of this paragraph would cause irreparable damage to Company, and in
the event of such breach, Company shall have, in addition to any and all remedies at law, the
right to an injunction, specific performance or other equitable relief to prevent the violation or
threatened violation of Consultant's obligations hereunder.

6. Miscellaneous.

    A. Consultant agrees that the Services will be rendered by Consultant as an independent
contractor and that this Agreement does not create an employer-employee relationship between
Consultant and Company. Consultant shall have no right to receive any employee benefits
including, but not limited to, health insurance, life insurance, sick leave and/or vacation.
Consultant agrees to pay all taxes including, self-employment taxes due in respect of the
Commission and to indemnify Company in the event Company is required to pay such taxes on
behalf of Consultant.

    B. 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.

    C. 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.

    D. Any modification to this Agreement must be in writing and signed by the parties or it
shall have no effect and shall be void.
    E. This Agreement is binding upon and shall inure to the benefit of the respective
successors, licensees and/or assigns of the parties hereto. Company may assign any or all of
Company’s rights and/or obligations hereunder to any assignee, licensee or designee of
Company, and all succeeding assignees, licensees or designees. Consultant may not assign any
of Consultant’s rights and/or obligations hereunder without Company’s prior written consent.

    F. The waiver by either party of a breach or violation of any provision of this Agreement
shall not constitute a waiver of any subsequent or other breach or violation.

    G. This Agreement shall be governed in accordance with the laws of the State of
_____________ [Instruction: Insert State], applicable to agreements to be wholly performed
therein, with jurisdiction exclusive to the Federal and State courts located in the County of
_____________ [Instruction: Insert County], State of ______________ [Instruction: Insert

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first
written above.


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]
Exhibit “A”

The Study

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