Advertising Contract

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									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).



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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.




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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




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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




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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:




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                                   APPENDIX “A”
                                ADVERTISING SERVICES




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