Advertising Agency Agreement - Template, Sample Form Pro · US-law
✓ Valid in United States · drafted to comply with local law
Create your Advertising Agency Agreement - Template, Sample Form for use in United States. Answer a few plain-English questions and the document fills in automatically as you go — then download it in Word and PDF, ready to sign or share. This version has been professionally rewritten to comply with local law.
- Answer 33 simple questions — the document fills in as you go
- Live preview: watch your document update in real time
- Download as Word (.docx) and PDF
- Edit your answers and re-download anytime
Fill in the details
0/33Type below — the document on the right updates as you go.
ADVERTISING AGENCY AGREEMENT
This Advertising Agency Agreement (this "Agreement") is made and entered into effective as of ________ (the "Effective Date"), by and between the following parties:
________, a ________ organized and existing under the laws of the State of ________ (hereinafter referred to as "Agency"), having a principal place of business at:
________
Email: ________
and
________, a ________ organized and existing under the laws of the State of ________ (hereinafter referred to as "Client"), having a principal place of business at:
________
Email: ________
Agency and Client shall each be referred to individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Agency is engaged in the business of assisting clients with their advertising needs, including, without limitation, representing clients in connection with their advertising services, preparing commercial material to advertise clients' goods and/or services, acquiring locations, including websites, for advertising clients' services, and advising on clients' advertising strategies;
WHEREAS, Agency wishes to provide to the Client the Advertising Services specified herein;
WHEREAS, Client wishes to utilize Agency's assistance for the provision of the Advertising Services;
WHEREAS, Client's business is described as follows ("Client's Business"):
________
WHEREAS, the Parties each desire to memorialize their understanding through this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 — ADVERTISING SERVICES
1.1 Client hereby engages Agency to provide, and Agency agrees to provide, the following advertising services for Client's Business (collectively, the "Advertising Services"):
________
1.2 Agency shall perform the Advertising Services in a professional and workmanlike manner consistent with generally accepted industry standards. Agency shall be an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency (except as expressly authorized in writing), or employment relationship between the Parties.
ARTICLE 2 — APPROVAL
2.1 Agency agrees to obtain Client's prior written approval and authorization before undertaking any material action contemplated under this Agreement. Agency shall not bind Client to any obligation nor make any significant advertising decision without Client's prior written approval.
2.2 Requested approvals submitted to Client shall contain detailed cost estimates and, where applicable, performance expectations and anticipated results. Cost estimates shall include not only direct costs, such as those related to printing advertising materials or hiring service providers, but also indirect costs, such as travel.
ARTICLE 3 — EXCLUSIVITY
3.1 Client agrees that Agency shall be Client's exclusive advertising agency in the following territory with respect to Client's Business: ________ (the "Territory"). Client's engagement of any other advertising agency in the Territory with respect to Client's Business during the Term shall constitute a material breach of this Agreement.
ARTICLE 4 — FEES AND PAYMENT TERMS
4.1 Client shall pay to Agency the following fees ("Fees") for the Advertising Services: $________ (________) per Work delivered. "Work" for purposes of this Article shall mean each individual piece of advertising design (by way of example, a flyer constitutes one Work, a webpage constitutes one Work, and so forth).
4.2 Invoices shall be due and payable within ________ days of the invoice date. Any payment not received by its due date shall be deemed a late payment.
4.3 Late payments shall be subject to a late charge in the amount of $________ (________), together with interest accruing on the outstanding balance at the rate of ________% per annum or the maximum rate permitted by applicable law, whichever is less.
4.4 For any Fees left unpaid five (5) days past their due date, Agency reserves the right to suspend all Advertising Services, without refund to Client. Agency may, in addition, terminate this Agreement in its sole and exclusive discretion.
4.5 All Fees are exclusive of any applicable sales, use, or other taxes, which shall be the sole responsibility of Client, excluding taxes based upon Agency's net income.
ARTICLE 5 — COMMISSION
5.1 In addition to the Fees, Agency shall earn a commission ("Commission") on the work it performs for Client as follows:
________
ARTICLE 6 — EXPENSES
6.1 Client shall reimburse Agency for any and all reasonable expenses incurred by Agency in connection with its provision of the Advertising Services; provided, however, that Client previously agreed to such expenses in writing during the approval phase described in Article 2.
ARTICLE 7 — CLIENT DELIVERY AND RESPONSIBILITIES
7.1 DELIVERY. Client shall be responsible for delivering all advertising content requested (the "Content") to the following email address: ________ (the "Contact Point").
7.2 CONTENT REQUIREMENTS. Client shall be solely responsible for providing the Content in the formats reasonably required by Agency.
7.3 ERRORS. Errors and omissions in Content shall be the sole and exclusive responsibility of Client. Client shall promptly notify Agency of any error or omission, and Agency shall act with reasonable speed to correct such error or omission.
ARTICLE 8 — INTELLECTUAL PROPERTY
8.1 Client represents, warrants, and unconditionally guarantees to Agency that all Content delivered by Client to Agency for the Advertising Services is the sole and exclusive intellectual property of Client, that there are no encumbrances on the Content, and that Client has the right to license the Content for use. Client further represents and warrants that the Content will not violate the intellectual property rights of any third party.
8.2 Client further represents, warrants, and unconditionally guarantees that all Content is not defamatory, discriminatory, violent, or obscene, does not constitute false or deceptive advertising in violation of Section 5 of the Federal Trade Commission Act (15 U.S.C. § 45) or any other applicable federal or state law, does not solicit unlawful behavior, and does not violate any applicable laws, rules, or regulations, and that Client has the unencumbered right to sell the products or services described in the materials.
8.4 LICENSE. Client hereby grants to Agency a limited, non-exclusive, non-transferable, non-assignable, royalty-free license to use the Content solely for the limited purposes of producing and running advertisements under this Agreement. The license granted under this Agreement shall automatically terminate upon the termination of this Agreement.
8.5 OWNERSHIP. Client retains all ownership rights in all Content submitted by Client to Agency, as well as in the final products produced by Agency hereunder. Subject to Client's prior approval, Agency may use such final products in any portfolio or portfolio-type compilation.
ARTICLE 9 — TERM AND TERMINATION
9.1 This Agreement is effective as of the Effective Date and, unless earlier terminated in accordance with this Article, shall terminate on the following date: ________.
9.2 Either Party may terminate this Agreement for material breach of any of its terms, effective immediately and without notice, if the breaching Party fails to cure such breach within ________ days after receipt of written notice thereof. Such material breach includes, without limitation, Client's failure to pay Fees when due.
9.3 This Agreement shall also terminate immediately, without notice, upon the liquidation, dissolution, or discontinuance of the business of either Party in any manner; the filing of any petition by or against either Party under federal or state bankruptcy or insolvency laws; if any Party is convicted of any crime or offense materially affecting its performance hereunder; if any Party fails or refuses to comply with the written policies or reasonable directives of the other Party; or if any Party engages in serious misconduct in connection with its performance under this Agreement.
9.4 Client may terminate this Agreement at any time, for any reason, by written notice to Agency, but all Fees owed shall be pro-rated based on Agency's completed work up to the point of cancellation. Agency shall be the sole and exclusive Party responsible for determining such work and pro-rated amount, but Client may request a record of such work if desired. No specific advance notice is required.
9.5 Agency may terminate this Agreement at any time, for any reason, by providing written notice to Client. No specific advance notice is required.
9.6 Upon termination for any reason, Agency shall return all Content to Client. The provisions of Articles 8, 10, 11, and 13, and any provisions that by their nature should survive, shall survive any termination or expiration of this Agreement.
ARTICLE 10 — CONFIDENTIALITY
10.1 Each Party agrees, during the Term and for a period of ________ years thereafter, to hold in strictest confidence and not to use, except for the benefit of the Parties or as required by law, or to disclose to any person, firm, or corporation without the prior written authorization of the other Party, any Confidential Information. "Confidential Information" means any of the Parties' proprietary information, technical data, trade secrets, or know-how, including, but not limited to, reports, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed by one Party to the other Party, whether directly or indirectly. Each Party may use the Confidential Information only to the extent necessary for negotiations, discussions, and consultations with the other Party's personnel or authorized representatives, or for any other purpose the disclosing Party may hereafter authorize in writing. At the request of either Party or upon termination of this Agreement, the receiving Party shall promptly return all copies of Confidential Information received from the disclosing Party and shall promptly destroy all other Confidential Information prepared by it in connection with this Agreement, including, without limitation, any notes, reports, or other documents. Nothing herein shall limit the protections afforded to trade secrets under the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.) or applicable state trade secret law.
ARTICLE 11 — LIMITATION OF LIABILITY
ARTICLE 12 — INSURANCE
12.1 Client shall obtain and maintain, at its own expense, the following insurance coverage during the Term:
________
12.2 Agency shall be named as an additional insured under such insurance policy or policies, and Client shall provide Agency with a certificate of insurance evidencing such coverage upon request.
ARTICLE 13 — GENERAL PROVISIONS
a) GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of ________, without regard to its conflict of laws principles, together with any applicable federal law. Both Parties consent to the exclusive jurisdiction of the state and federal courts located within the State of ________. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive but mandatory in nature. The venue for any disputes permitted under this Agreement shall be the following county: ________.
b) LANGUAGE. All communications made or notices given pursuant to this Agreement shall be in the English language.
c) ASSIGNMENT. This Agreement, and the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part by either Party without the prior written consent of the other Party.
d) AMENDMENTS. This Agreement may only be amended by a written instrument signed by both Parties.
e) WAIVER. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement. No waiver of any term or provision of this Agreement shall be effective unless made in writing and signed by the Party against whom such waiver is sought to be enforced.
f) SEVERABILITY. If any provision or term of this Agreement is held to be unenforceable, then this Agreement shall be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the remainder of this Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included.
g) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.
h) HEADINGS. Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
i) COUNTERPARTS AND ELECTRONIC SIGNATURES. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. Signatures transmitted electronically or by facsimile, and electronic signatures executed in accordance with the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and applicable state law, shall be deemed valid and binding. If the dates set forth at the end of this document differ, this Agreement shall be considered effective as of the date on which both Parties have signed, which may be the later date.
j) FORCE MAJEURE. Agency shall not be liable for any failure to perform due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of civil or military authorities, riots, embargoes, epidemics or pandemics, acts of nature and natural disasters, and other acts arising from unforeseen circumstances.
k) NOTICES; ELECTRONIC COMMUNICATIONS PERMITTED. Any notice to be given under this Agreement shall be in writing and shall be sent by first-class mail, airmail, or email, to the address of the relevant Party set out at the head of this Agreement, or to the relevant email address set out above, or to such other address or email address as that Party may from time to time notify to the other Party in accordance with this clause.
Notices sent as above shall be deemed to have been received three (3) working days after the day of posting (in the case of inland first-class mail), seven (7) working days after the date of posting (in the case of airmail), or the next working day after sending (in the case of email).
In proving the giving of a notice, it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and dispatched and dispatch of the transmission was confirmed and/or acknowledged, as the case may be.
EXECUTION
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below.
AGENCY:
Name: ________
By: _________________________________________
Representative Name: ________
Representative Title: ________
Date: ________
CLIENT:
Name: ________
By: _________________________________________
Representative Name: ________
Representative Title: ________
Date: ________
Fields you complete are inserted into the document live. This template is general guidance only — not legal advice.