Retainer Agreement Advertising Agency

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Retainer Agreement Advertising Agency Powered By Docstoc
					This is an agreement between an advertising agency and a company whereby the
agency agrees to provide advertising services for a set monthly fee. In addition to
monthly payments, the company agrees to pay a onetime set up fee upon execution of
the agreement. This document contains numerous standard provisions that are
commonly included in these types of agreements, and may be customized to fit the
specific needs of the contracting parties. This agreement can be used by small
businesses or other entities that want to engage the services of an advertising agency in
order to market and promote the company’s products or services.
       RETAINER AGREEMENT-ADVERTISING AGENCY

THIS RETAINER AGREEMENT (the “Agreement”) made effective as of this ______________
day of _______________, _____ by and between ____________________________________
(the “Agency”) and _______________________:

(the “Company”)


WHEREAS the Company desires to retain the Agency to provide such services necessary to
conduct advertising and marketing campaigns and the Agency hereby accepts such engagement
and agrees to perform the Services herein described for the Company subject to the terms of this
Agreement.


NOW THEREFORE the parties agree as follows:


a)     SERVICES

For and during the term of this Agreement, the Agency shall provide products and services
necessary to create print, radio, television, outdoor and other advertisements for Company.
Additional services may include, but are not limited to, research, market planning and public
relations.


b)     TERM

This Agreement shall commence on the date first above written and shall continue for a period of
______ years, unless earlier terminated in accordance with the terms of this Agreement. This
Agreement shall thereafter be renewed by either party for an additional term of _______ year, on
the same terms and conditions as set forth herein by giving prior written notice to the other party
of its intent to renewal.


3.     RETAINER FEE

Upon execution of this Agreement, the Company agrees to pay the Agency a retainer fee at the
rate of $_______________ per month. In addition to this, the Company agrees to pay a onetime
set up fee of $____________ upon execution of this agreement. The Company agrees to
reimburse Agency all pre-approved reasonable out-of-pocket expenses, delivery charges and
travel expenses when applicable.


4.     PAYMENT

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The Agency shall invoice the Company at the end of every month for Services, additional
products and services, and allowable expenses incurred during that month. Company shall pay
Agency for all sums billed not later than _____________ days after receipt of an invoice.


5.     UNPAID INVOICES

All invoices not paid within ____ business days will bear interest at the rate of ________ percent
per annum until paid. In addition, the Agency is entitled to remove commercials from all media
outlets, direct or indirect, until full payment is received from the Company.


6.     INDEPENDENT CONTRACTOR

The parties hereto acknowledge that in providing the services under this Agreement the Agency
acts as an independent contractor under the control of the Company. The Agency is not an
employee or partner of the Company and the Agency shall have no authority whatsoever to bind
the Company by contract or agreement of any kind other than as expressly provided under the
terms of this Agreement. The Company shall not withhold federal or state/provincial income
taxes or any other amounts from the Agency’s fees payable hereunder.


7.     AGENCY'S DUTIES

Agent shall perform the following duties:

a. Make thorough analysis of Company's advertising needs and the market trends for Company's
products or services, and provide guidance and advice on an overall Company advertising
program;

b. Assist in developing specific advertising programs for the Company including planning and
preparation of layouts and advertising copy;

c. Selecting the most appropriate and effective advertising media for Company's advertisements;

d. Making negotiations and executing of contracts with advertising media representatives to
carry out Company's advertising program(s);

e. Making negotiations and executing of contracts for any models, endorsements, and all
materials required for any advertising program;

f. Negotiating and placement of advertisements at rates and on terms most favorable to
Company;




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g. Following up all advertisements placed to ensure proper execution, including appearance,
position, date, and time;

h. Analysis and reporting of the effectiveness of the advertising program(s), including the media
employed;


8.     CONFIDENTIALITY

The Agency acknowledges that, in the course of providing the Services hereunder, the Agency
will have access to confidential information about the Company’s business. The Agency agrees
to keep all such information strictly confidential and not use it for the Agency’s own benefit nor
disclose or divulge any of such confidential information directly or indirectly to any third party
either during the term of this Agreement or at any time thereafter, except as required in the
course of this engagement with the Company. The Agency further agrees that upon expiration or
earlier termination of this Agreement, or whenever requested by the Company, the Agency shall
immediately deliver to the Company all such files, records, documents, specifications,
information, and other items in its possession or under its control.

The parties acknowledge that the provisions of this Section shall not apply to any information
which: (a) had been rightfully in the possession of the recipient prior to its disclosure to the
recipient; (b) had been in the public domain prior to its disclosure to the recipient; (c) has
become part of the public domain by publication or by any other means except an unauthorized
act or omission on the part of the recipient; (d) had been supplied to the recipient without
restriction by a third party who is under no obligation to maintain such information in
confidence; or (e) is required to be disclosed by any federal, state/provincial or municipal law,
rule or regulation or by any applicable judgment, order or decree or any court or governmental
body or agency having jurisdiction in the premises.

The obligations under this Section are continuing and shall not cease on termination or expiration
of this Agreement.


9.     OWNERSHIP OF INTELLECTUAL PROPERTY

All copyrights, patents, trade secrets, or other intellectual property rights associated with any
ideas, concepts, techniques, inventions, processes, or works of authorship develop or created by
the Agency in connection with the Services hereunder (collectively, the “Work Product”) shall
belong exclusively to the Company and shall, to the extent possible, be considered a work made
by the Agency for hire for the Company, pursuant to the Copyright Law of the United States and
that the Company is therefore to be deemed the author and the owner of all copyrights in and to
such Work Product.


10.    REMEDIES



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Agency recognizes that the covenants contained in this Agreement are reasonable and necessary
to protect the legitimate interests of the Company, that the parties would not have entered into
this Agreement in the absence of such covenants, and that Agency’s breach or threatened breach
of such covenants shall cause the Company irreparable harm and significant injury, the amount
of which shall be extremely difficult to estimate and ascertain, thus, making any remedy at law
or in damages inadequate. Therefore, Agency agrees that the Company shall be entitled to the
issuance of injunctive relief by any court of competent jurisdiction, without the necessity of
posting of any bond or security, and for any other relief such court deems appropriate. This right
shall be in addition to any other remedy available hereunder or otherwise, whether at law or in
equity.


11.    INDEMNIFICATION

The Company shall indemnify, defend and hold harmless the Agency, its subsidiaries, affiliates
and their directors, officers, employees, agents, successors and assigns from and against any and
all claims relating to this Agreement arising out of acts or omissions of the Company, including,
but not limited to, any financial obligations incurred by the Agency on behalf of the Company
and attorneys’ fees required to defend the Agency.


12.    COMPLIANCE WITH LAWS

The Company is responsible for reviewing all creative materials and advertisements to ensure
compliance with all federal, state/provincial and local laws and regulations.


13.    TERMINATION

a. Company may terminate this Agreement by giving one month’s prior written notice to
Agency. Agency may terminate this Agreement by giving one month’s prior written notice to
Company. Within ___ days after termination, Company shall promptly pay Agency all monies
due and not previously paid to Agency for the work completed up until the date of termination.

b. If Agency commits any act or omission or fails to make due and proper performance, and
which constitutes a breach of any obligation required on its part to be performed or observed
under this Agreement, and fails to remedy such default within twenty-four hours Company may,
without prejudice to any other right or remedy, terminate this Agreement wholly or in part by
serving on Agency a notice in writing. In such an event, all fees due to Agency shall be retained
by Company.


14.    WARRANTIES BY THE AGENCY

The Agency hereby represents and warrants to the Company that the Agency is not subject to
any restriction or non-competition covenant under any other Agreement in favor of any other


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person or entity, and that the execution of this Agreement by the Agency and engagement by the
Company, the performance of duties and provision of the Services hereunder will not violate or
be a breach of any agreement with a former employer or any other person or entity. Further, the
Agency agrees to indemnify the Company for any claim, including, but not limited to, attorneys’
fees and expenses of investigation, by any such third party that such third party may now have or
may hereafter come to have against the Agency based upon or arising out of any restriction or
non-competition agreement or invention and secrecy agreement between the Agency and such
third party. The provisions of this Section shall survive any termination or expiration of this
Agreement.


15.    NON-SOLICITATION

The Agency shall not, during the term of this Agreement and for a period of ____ years
immediately following termination of this Agreement, either directly or indirectly, call on,
solicit, or take away, or attempt to call on, solicit or take away, any of the customers or clients of
the Company on whom the Agency called or became acquainted with during the terms of this
Agreement, either for their own benefit, or for the benefit of any other person, firm, corporation
or organization.


16.    NON-RECRUIT

The Agency shall not during this Agreement and for a period of _________ years immediately
following termination of this Agreement, either directly or indirectly, recruit any of the
Company’s employees or other Contractors, for the purpose of any outside business.


17.    NON-COMPETITION

For a period of ____ years following termination of this Agreement, the Agency shall not,
directly or indirectly, through services to any partnership of which the Agency is a partner or
employee or through any corporation or other entity in which the Agency has any interest or by
whom is employed, compete with the Company or any of its affiliates or subsidiaries, in any
activity in which the Company or its affiliates or subsidiaries may have been engaged within five
years prior to the termination of this Agreement.


18.    ASSIGNABILITY

This Agreement is not assignable by either party without the prior written consent of the other
party hereto.


19.    GOVERNING LAW



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This Agreement shall be governed by and construed in accordance with the laws of the State of
__________.


20.    NOTICES

All notices under this Agreement shall be in writing and sent by first-class mail, postage prepaid,
to the address mentioned above. Either party may, from time to time, change such address by
prior written notice to the other. Any notice to be given hereunder by any party to the other, may
be affected either by personal delivery in writing, or by mail, registered or certified, postage pre-
paid with return receipt requested.


21.    COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be
enforceable against the parties actually executing such counterparts, and all of which together
shall constitute one and the same instrument. A facsimile signature shall be considered the same
as an original.


22.    ARBITRATION

The parties hereto agree that any dispute between them arising out of or relating to this
Agreement shall be settled exclusively by arbitration. Such arbitration shall be conducted in
accordance with the commercial arbitration rule then in force in ________________. The
arbitration award shall be final and binding on both parties. Judgment upon such arbitration
award may be entered in any court having jurisdiction.


23.    ENTIRE AGREEMENT

This Agreement constitute the entire agreement between the parties to this Agreement pertaining
to the subject matter hereof and supersede all prior and contemporaneous agreements,
understandings, negotiations and discussions, whether oral or written, of the parties and there are
no warranties, representations or other agreements between the parties in connection with the
subject matter of this Agreement except as specifically set forth herein. No alteration,
amendment, addition or modification of or to this Agreement shall be binding unless the same is
in writing executed by each of the parties.


24.    SEVERABILITY

If any provision herein is determined by a court of competent jurisdiction to be indefinite,
invalid, illegal or otherwise unenforceable, in whole or in part, for any reason, the remainder of



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this Agreement shall continue in full force and effect and shall be construed as if such indefinite,
invalid, illegal or unenforceable provision had not been contained herein.

IN WITNESS WHEREOF the parties hereto have executed this Agreement on the date first
above written.

________________________________               ________________________________
COMPANY                                                               AGENCY

_________________________________             _________________________________
Authorized Signature                                            Authorized Signature

________________________________              _________________________________
Print Name                                                            Print Name




© Copyright 2011 Docstoc Inc.                                                              8

				
DOCUMENT INFO
Description: This is an agreement between an advertising agency and a company whereby the agency agrees to provide advertising services for a set monthly fee. In addition to monthly payments, the company agrees to pay a onetime set up fee upon execution of the agreement. This document contains numerous standard provisions that are commonly included in these types of agreements, and may be customized to fit the specific needs of the contracting parties. This agreement can be used by small businesses or other entities that want to engage the services of an advertising agency in order to market and promote the company’s products or services.