VIEWS: 721 PAGES: 6 CATEGORY: Advertising Agreements POSTED ON: 1/20/2012
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.
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 TO CONDUCT ADVERTISEMENT EFFECTIVENESS STUDY 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] (“Consultant”). WHEREAS, Company desires to commission a study regarding the effectiveness of Company’s advertising campaign entitled ___________ [Instruction: Insert Ad Campaign] (the “Ad Campaign”); 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 State]. IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first written above. COMPANY: ________________________________ [Instruction: sign] By: ___________________________ [Instruction: Insert Name of Signatory] Title: ___________________________ [Instruction: Insert Title of Signatory] CONSULTANT: ________________________________ [Instruction: sign] By: ___________________________ [Instruction: Insert Name of Signatory] Title: ___________________________ [Instruction: Insert Title of Signatory] Exhibit “A” The Study
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