Advertising Agreement Template
Prepared for [ADVERTISER NAME]
This Advertising Agreement (the “Agreement”) sets out the terms and conditions upon which [COMPANY NAME] (the “Company”), being a Company duly registered under the laws of [STATE] with registered number [REGISTERED NUMBER] and having its registered address at [REGISTERED ADDRESS], engages [ADVERTISER NAME] (the “Advertiser”), being a Company duly registered under the laws of [STATE] with registered number [REGISTERED NUMBER] and having its registered address at [REGISTERED ADDRESS] as an advertiser for the Company (together, the “Parties”).
WHEREAS: The main activity of the Company is [ACTIVITY]
WHEREAS: The Advertiser provides advertising services in this above-mentioned area.
WHEREAS: The Company is desirous of engaging the Advertiser to provide advertising services on such terms as are set out through this Agreement, and the Advertiser for his part is desirous of being engaged by the Company to provide said advertisement on said terms.
NOW, THEREFORE, IT IS HEREBY AGREED as follows:
1. DEFINITIONS. In this Advertising Agreement:
- 1.1 “Territory” shall mean [TERRITORY]
- 1.2 “Social Media” shall mean all forms of social media such as Facebook, Google+, LinkedIn, etc.
- 1.3 “Ads” shall mean online advertisements.
- 1.4 “PPC,” “CPC” shall all mean Pay Per Click advertising.
- 1.5 “PPV,” “PPM,” “PPI,” “CPI,” and “CPM” shall all mean Cost Per View advertising.
- 1.6 “Display Ads” shall mean advertisements promulgated by any display networks.
- 1.7 “SEO” shall mean Search Engine Optimization.
- 1.8 “Video Advertising” shall mean advertising on Youtube.com, Vimeo.com, or any other similar public or private video website.
- 1.9 “Viral Advertising” shall include all forms of viral advertising, stealth advertising, and advertising using internet memes.
- 1.10 “Bonus Offers” shall mean the offering of any goods, services, ebooks, or other benefits whatsoever, whether or not of any real or perceived benefit or value, as an incentive to the customer to purchase the goods or services of the Company.
- 1.11 “Fees” shall mean the Fees set out in Clause 4.
- 1.12 “Budget” shall mean the advertising Budget set out in Clause 5.
- 1.13 Unless it is evident from the context and having regards to the generality of the Agreement that a clause intends to mean otherwise: words denoted in the singular only shall include the plural and vice versa; words denoted in any gender shall include all genders; and terms denoting people or persons shall include both natural and legal persons (such as corporations) and vice versa.
- 1.14 The heading names in this Advertising Agreement are provided as reference only and do not form part of this Advertising Agreement.
- 1.15 This Advertising Agreement may be executed in both English and other languages. If there is a conflict between this Agreement in its various translations, the English version shall prevail.
- 1.16 If any clause (or part thereof) is determined to be illegal or unenforceable, it shall have the effect of voiding that clause (or part thereof) only and not the entirety of this Advertising Agreement.
- 1.17 This Advertising Agreement may be executed either in one original or in two counterparts.
- 1.18 The terms of this Advertising Agreement shall be deemed to be binding on both Parties based on their respective conduct notwithstanding any error or defect in the execution of the Agreement.
2. PROVISION OF INFORMATION In order to enable the Advertiser to create and promulgate appropriate advertisements, the Company agrees to provide the Advertiser with:
- 2.1 An executive summary of the Company and its area of operation.
- 2.2 A detailed description of the product or services being advertised, including information relevant to advertising such as cost, payment means, refund policy, etc.
- 2.3 An indication of the intended purpose of advertising (to promote a given product or service, raise brand or product awareness, or both).
- 2.4 A detailed budget for advertising.
- 2.5 Access to their website traffic statistics in order to allow the Advertiser to tailor and improve the advertising as well as tracking commission, if applicable.
The performance by the Advertiser of its obligations under this Agreement is conditional upon receipt of the above, and changes in these requirements must be notified in writing as soon as possible.
3. OBLIGATIONS OF THE ADVERTISER It is agreed that:
- 3.1.The Advertiser may use the following means to promote the products or services of the Company as agreed between the Parties:
- 3.1.1 SEO will ensure that your site appears organically for relevant searches.
- 3.1.2 Text Ads appear in search engines to enhance results and provide the user with more information about your brand, product, or service.
- 3.1.3 Image Ads, also called display ads, are a visual representation of your brand that draw users onto your site.
- 3.1.4 PPC Ads are beneficial because you only pay when a potential customer clicks on your ad.
- 3.1.5 PPV Ads may be relevant if you’re seeking brand awareness over engagement, because you pay anytime a potential customer sees your ad, whether they click or not.
- 3.1.6 Social Media Advertising works best if you seek word-of-mouth advertising.
- 3.1.7 Advertisement on [Website] is placed on a specific website or in a website network that you determine shares a similar target audience.
- 3.1.8 Viral Advertising relies on word-of-mouth sharing between people and is often most impactful because those who share act as brand ambassadors.
- 3.1.9 Video Advertising appeals to multiple senses and often works best with a goal of educating viewers.
- 3.1.10 Radio Advertising with a traditional radio station or online channels like Pandora or Amazon radio solutions is a great supplement to digital advertising.
- 3.1.11 TV Advertising plays on select television networks or during specific programs that have target audiences you want to reach with your message.
- 3.1.12 Magazine Advertising may include accompanying online advertisements on the magazine’s website or social media channels.
- 3.1.13 Billboard Advertising helps you to reach people in a specific geographical area.
- 3.1.14 Word of Mouth Advertising relies on brand loyalists to share your product or service with their friends and family as a way of promoting products.
- 3.2 The Advertiser is expressly prohibited from using the following means to promote the products or services of the Company:
- 3.2.1 Pop-ups take over the screen of a user and interrupt their use of a device, which may turn them off of your brand.
- 3.2.2 Bonus Offers can have more options for spending money with the Company but may increase spending on your advertising needs and decrease your profit.
- 3.2.3 Affiliate Marketing incentivizes users to “join” your business as a consultant and sell the product or service in return for something, which can be construed as a pyramid scheme.
- 3.3 The Advertiser shall not promote any ad without that ad being first approved by the Company.
- 3.4 The Advertiser agrees that it will surrender to the Company the following items on the termination of this Advertising Agreement:
- 3.4.1 A full list of keywords used in connection with the advertisement or SEO.
- 3.4.2 All advertising copy and creative.
- 3.4.3 Full details of the PPC or PPV strategy, including targeted territories, budgets, and any other demographics.
- 3.4.4 Full details of all traffic received or directed under the campaign, including Google Analytics information or similar.
4. FEES In consideration of its services, the Company agrees to pay the Advertiser [FEE]. Those fees itemized in the spreadsheet and appended hereto shall form part of this Advertising Agreement and shall be initialed by both Parties. Examples of advertising fees include:
- Monthly retainers
- Hourly rate for designing graphic advertisements
- Media production for television and radio spots
- Paying talent to speak or act in your advertisements
- License fees for use of any specific technology
- Branding or redesigning any existing resources
- Printing or delivery costs
You can outline fees in a variety of ways, including:
- A fixed retainer fee of $[AMOUNT] per month
- [PERCENTAGE]% of all closed sales
- $[AMOUNT] per click on a website advertisement
- $[AMOUNT] per email submitted to the mailing list
- $[AMOUNT] per hour of design work
- $[AMOUNT] per month for use of [TECHNOLOGY]
5. MANAGEMENT OF ADVERTISING BUDGET It is agreed that:
- 5.1 During the course of this Advertising Agreement and in addition to those Fees outlined in Clause 4, the Company undertakes to pay [BUDGET] to the Advertiser to be used to meet the direct costs of the advertising campaign.
- 5.2 The Budget shall be paid in the following manner: [MANNER OF PAYMENT].
- 5.3 In the event of the Termination of this Advertising Agreement, the Advertiser agrees to return any unused Budget.
6. DURATION This Advertising Agreement shall commence on the date of its execution and shall have effect until any of the following occurrences, at which point the Agreement will end:
- 6.1 The failure of the Company to pay any fees due under this Agreement within 60 (sixty) days of them falling due, provided that such delay was not expressly agreed upon between the Parties.
- 6.2 The provision of 14 (fourteen) days’ notice in writing by either Party.
- 6.3 The passing of one calendar year.
7. WARRANTIES AND INDEMNITIES It is agreed that:
- 7.1 Both Parties warrant that they have the necessary power and approval to enter into this Advertising Agreement.
- 7.2 Both Parties warrant that they are not aware of anything in their reasonable control which will or could have an adverse effect upon their ability to perform their respective obligations under this Advertising Agreement.
- 7.3 The Advertiser warrants that they will use only those means of advertising approved by the Company and listed in Clause 3.1, and the Advertiser undertakes not to use any other means of advertising without the prior written approval of the Company, and such approval shall constitute a variation pursuant to Clause 9.
- 7.4 Where the Advertiser is holding or otherwise controlling an advertising Budget, they undertake to use this Budget in its entirety for advertising and not for any other purpose and to return any unused Budget at the termination of this Advertising Agreement.
- 7.5 The Advertiser undertakes to pause or stop all advertising on the express instruction of the Company in writing.
- 7.6 The Company undertakes to pay all Fees promptly and not unreasonably withhold payment.
- 7.7 The Advertiser warrants that they will use only a) material expressly authorized by the Company or b) entirely original material and will not infringe the copyright of any third-party.
- 7.8 The Advertiser warrants that they will not use any false or misleading statements in their advertisements whether by statement, act, omission, or implication.
- 7.9 The Advertiser warrants that they will not use any vulgar, offensive, or disreputable means of advertising.
- 7.10 The Advertiser agrees to indemnify and keep indemnifying the Company against any and all losses however arising as a result of a breach of Clause 7.7, Clause 7.8, or Clause 7.9.
- 7.11 The Advertiser acknowledges that they do not have the right to bind the Company.
- 7.12 The obligations and benefits under this Agreement may be assigned by either Party, provided that the other Party first agrees in writing to said assignment.
- 7.13 The failure or delay by either Party to enforce any term of this agreement or to act upon a breach of any term shall not constitute a waiver of their rights.
- 7.14 Both Parties warrant that they will not do anything to hinder or adversely affect the execution of the other Parties’ duties under the Agreement.
- 7.15 Both Parties warrant that they will submit to the exclusive jurisdiction of the courts and legal system stated in Clause 11.
8. CONFIDENTIALITY It is agreed that
- 8.1 The Advertiser shall ensure that any confidential information or material that is obtained during the scope of this Advertising Agreement or in negotiation thereof is kept confidential, including but not limited to the details of the means of advertising and the commission due or received under this Advertising Agreement.
- 8.2 The Advertiser shall ensure that the details of the Company are kept confidential at all times and undertake not to share this information with any third parties.
- 8.3 The Advertiser undertakes that they shall not expose any confidential information except with the prior written consent of the Company or if directed to do so by a competent Court, provided that such information has not previously entered the public domain by other means.
- 8.4 The terms of Clauses 8.1, 8.2, and 8.3 shall apply indefinitely, notwithstanding the termination of this Advertising Agreement.
9. VARIATION Any variation to this Advertising Agreement shall be made in writing and signed by both Parties.
10. NOTICES Any notice served under this Advertising Agreement shall be made in writing and shall be considered served if it is handed to the other Party in person or delivered to their last known address or any other such address as the Party being served may have notified as their address for service. All notices shall be delivered in English.
11. GOVERNING LAW, DISPUTES, AND ARBITRATION It is agreed that:
- 11.1 The Advertising Agreement is made under the exclusive jurisdiction of the laws of [STATE/COUNTRY].
- 11.2 Disputes under this Advertising Agreement shall be subject to the exclusive jurisdiction of the courts of [STATE/COUNTRY].
- 11.3 Notwithstanding the terms of Clause 11.2, both Parties agree that in the event of a dispute they will enter into arbitration before the International Chamber of Commerce before a single arbitrator whose decision shall be final.
IN WITNESS WHEREOF, each of the Parties has executed this Advertising Agreement:
Signature First and last nameDate
Signature First and last nameDate