This is an agreement between an advertising agency and a person or business that wishes to use the agency's services. This document contains the material terms of the agreement, including the services to be provided by the agency, the compensation arrangement and the duration of the agreement. The agreement contains both standard clauses and opportunities for the use of optional terms and conditions making it fully customizable to fit the needs of the contracting parties. It is useful for an advertising agency or by a person/business who wishes to hire an advertising agency.
This is an agreement between an advertising agency and a person or business that wishes to use the agency's services. This document contains the material terms of the agreement, including the services to be provided by the agency, the compensation arrangement and the duration of the agreement. The agreement contains both standard clauses and opportunities for the use of optional terms and conditions making it fully customizable to fit the needs of the contracting parties. It is useful for an advertising agency or by a person/business who wishes to hire an advertising agency. ADVERTISING AGREEMENT This Advertising Agreement (the “Agreement”) is hereby made this ____ day of _________, 2____ by and between ______________, located at ________________ (“Client”) and ____________ located at _________________ (“Agency”), collectively referred to herein as the “Parties.” WHEREAS, Client desires to engage the services of Agency and Agency desires to provide its services to Client and to perform the work hereinafter set out. NOW, THEREFORE, the Parties hereby acknowledge and agree as follows: I. ADVERTISING SERVICES 1.1 Agency hereby agrees that it shall perform the Advertising Services (the “Advertising Services”) for and on behalf of Client that are detailed in Appendix “A” attached hereto. 1.2 Agency shall make no claims, promises, or guarantees, expressed or written, as to the effectiveness of the Advertising Services to be performed for and on behalf of Client by Agency. II. FEES 2.1 Client acknowledges and agrees that it shall pay to Agency the sum of _______________ dollars ($_____) per month (the “Advertising Fees”) in respect of the Advertising Services to be performed by Agency for and on behalf of Client. 2.2 Agency shall provide a monthly invoice to Client by the ____ day of each and every month in respect of the Advertising Services performed by Agency. 2.3 Client shall pay the Advertising Fees to Agency within ____ (__) days of receipt of the invoice. Payment shall be made by cash, check, or wire transfer, or by such other means as the Parties may in writing agree. 2.4 Failure by Client to pay the Advertising Fees due and owing to Agency on or before the ____ day of each and every month will result in Agency ceasing all Advertising Services for and on behalf of Client, without notice, until such Advertising Fees due and owing are paid in full by Client. III. EXPENSES AND MATERIALS 3.1 Agency shall be solely responsible and liable for all expenses incurred in its performance of the Advertising Services, with the exception of any third-party costs (e.g., media, or third- party services that Client has agreed to prior to Agency incurring the expense). © Copyright 2013 Docstoc Inc. 2 3.2 Client and Agency hereby acknowledge and agrees that Agency shall provide any and all materials and equipment that may be necessary for the completion of the Advertising Services by Agency. In the event that Agency requires materials, which may include proprietary intellectual property (e.g., logos, style books, etc.); Client shall provide said materials without any delay. IV. INTELLECTUAL PROPERTY 4.1 Agency acknowledges and agrees that it shall have no right in or to any intellectual property of Client, and any materials or intellectual property of Client shall at all times remain the property of Client. V. TERM AND TERMINATION 5.1 This Agreement shall commence on the ____ day of ______________, 2____ (the “Effective Date”) and shall continue for a period of _______ (__) year(s) ending on the ____ day of ______________, 2____ (the “Termination Date”) or until such time as Agency completes the Advertising Services contemplated herein. [Instruction: In lieu of a fixed Term, the Parties may agree to a term based on a specific project for which Advertising Services are required. The Agreement will then automatically terminate either at the end of the project or by Client giving Advertising a period of notice, for example sixty (60) days.] 5.2 Either party may terminate this Agreement in the event of one party providing to the other party a notice of Termination for Cause. “Termination for Cause” shall be defined as any event constituting a material breach of this Agreement, including non-payment of Advertising Fees, which the party in breach has failed to cure after receiving a notice of default as provided in Article IX below. 5.3 This Agreement shall terminate upon the commencement of any bankruptcy, insolvency, dissolution, or other proceeding under any applicable bankruptcy or debtor’s relief law, by or against either party and, in the case of an involuntary bankruptcy proceeding brought against either party, if such proceeding is not discharged within ______ (__) days of the commencement thereof; 5.4 This Agreement shall terminate upon the permanent suspension, termination, or dissolution of business or the appointment of a receiver, trustee, or similar officer to manage any substantial part of the assets or business operations of either party. VI. INDEPENDENT CONTRACTOR AND CONFIDENTIALITY 6.1 Client and Agency hereby acknowledge and agree that at all time or times, Agency is an independent contractor, and at no time or times shall it, nor any of Agency’s assistants or subcontractors be deemed to be any employee, agent, or affiliate of Client’s or receive any employee benefits of Client. © Copyright 2013 Docstoc Inc. 3 6.2 Client acknowledges that it will obtain the Advertising Services of Agency on a non- exclusive basis. 6.3 Client acknowledges and agrees that Agency will have the sole right to control and direct the means, manner, and method by which the Advertising Services will be performed providing that Client shall, at all times, have the right to be kept informed and have reasonable input thereon. 6.4 Client acknowledges and agrees that Agency may, throughout the duration of this Agreement, hire assistants or subcontractors to perform the Advertising Services contemplated in this Agreement. 6.5 If requested, either party shall execute a Confidentiality/Non-Disclosure Agreement contemporaneously with the execution of this Agreement. VII. TAXES 7.1 Agency shall be solely responsible and liable to remit any and all required income taxes and any other taxes or statutory withholdings which may be due and payable to the relevant governmental authority in connection with the Agency’s performance of the Advertising Services. VIII. DISPUTE RESOLUTION [Instruction: Optional] 8.1 In the event a dispute arises under this Agreement, Client and Agency hereby agree to attempt to resolve such dispute with a mutually agreed upon mediator. Such mediation shall occur in the City of ______________, County of ______, State of _______. Any costs and fees, other than attorney fees, shall be shared equally between Client and Agency. If it proves impossible to arrive at a mutually satisfactory solution, Client and Agency hereby agree to submit the dispute to binding arbitration under the rules of the American Arbitration Association, in the same city or region, conducted on a confidential basis pursuant to the laws of the governing jurisdiction. 8.2 Any decision or award resulting from any such arbitration proceeding shall include the assessment of costs, expenses, and reasonable attorney fees and shall include a written determination of the arbitrator(s). Absent an agreement to the contrary, any such arbitration shall be conducted by an arbitrator experienced in music industry law. An award of arbitration shall be final and binding on Client and Agency and may be confirmed in a court of competent jurisdiction. The prevailing party shall have the right to collect from the other party the reasonable costs and attorney fees incurred in enforcing this Agreement. IX. GENERAL PROVISIONS © Copyright 2013 Docstoc Inc. 4 9.1 This Agreement shall not be amended or altered without the prior written consent of the Parties. 9.2 No waiver by the Parties of any right shall be construed as a waiver of any other right. 9.3 In the event of non-performance, by either party, of any of the obligations contained herein, the non-defaulting party shall serve the defaulting party with written notice of the alleged breach. The defaulting party shall have _____ (___) days from the date of such notice to cure and rectify any non-performance or non-compliance. Upon the correction of any non- performance or non-compliance by the defaulting party, the Agreement shall continue. In the event that the defaulting party fails to correct any non-performance or non-compliance issue within the time frame set forth above, the non-defaulting party may terminate this Agreement immediately and without further notice. 9.4 In the event a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the Parties. 9.5 Any notice required under the terms of this Agreement shall be made in writing sent to the Parties at the addresses set forth below, by certified or registered mail, return receipt requested, or by air or ground courier such as Federal Express, United Parcel Service, etc. Such notices may also be sent by facsimile transmission to such telephone number as either party may give to the other during the term hereof. Any notices to be delivered pursuant to this Agreement shall be delivered as follows: In the case of Client to: Fax: (___) ; and In the case of Agency to: Fax: (___) 9.6 This Agreement constitutes the entire agreement between Client and Agency and supersedes all prior agreements whether oral or written. 9.7 This Agreement shall be governed by the laws of the State of _____________________. [Instruction: If Article VIII Dispute Resolution is not used, include this provision here] Any action, suit, or other proceeding initiated by either party against the other under or in connection with this Agreement may be brought only in any federal or state court in the State of _______. The Parties hereby submit themselves to the jurisdiction of any such court and agree to refrain from initiating or maintaining any legal proceeding in any other forum or jurisdiction. In any © Copyright 2013 Docstoc Inc. 5 suit regarding the Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and costs. 9.8 This Agreement may be executed in several counterparts, each of which, when so executed, shall be deemed to be an original and together which shall constitute one and the same instrument and be effective as of the Effective Date set forth herein. This Agreement may be executed and transmitted via e-mail and/or facsimile transmission, and, in such event, shall be effective and binding on the Parties hereto and their successors and assigns as if originally executed. IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first written above. (Client) (Agency) By______________________ By___________________ Name: Name: Title: Title: Date: Date: © Copyright 2013 Docstoc Inc. 6 APPENDIX “A” ADVERTISING SERVICES © Copyright 2013 Docstoc Inc. 7
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