Advertising Agreement Template
Prepared for [[Link]]
By [[Link]] [[Link]]
[[Link]]
ADVERTISING AGREEMENT
This Advertising Agreement (the Agreement) sets out the terms and conditions
upon which [[Link]] (the Company), being a company duly
registered under the laws of [State] with registered number [Company registered
number] and having its registered address at [Company registered address] ,
engages [[Link]] (the Advertiser), being a Company duly
registered under the laws of [State] with registered number [Advertiser registered
number] and having its registered address at [Advertiser registered address] as an
advertiser for the Company (together, the Parties).
WHEREAS: The main activity of the Company is -- main activity of company.
WHEREAS: The Advertiser provides advertising services in this abovementioned
area.
WHEREAS: The Company is desirous of engaging the Advertiser to provide
advertising services on such terms as are set out throughout 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, CPM shall all mean Cost Per View advertising.
1.6 Display Ads shall means advertisements promulgated by any display
networks.
1.7 SEO shall mean Search Engine Optimisation.
1.8 Video Advertising shall mean advertising on [Link], [Link] 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
benefit 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 The illegality or unenforceability of any clause (or part thereof) 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 (whether to promote a
given product or service or 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 practicable.
3. OBLIGATIONS OF THE ADVERTISER
It is agreed that:
[Link] Advertiser may use the following means to promote the products or
services of the Company as agreed between the Parties from time to time:
3.1.1 SEO
3.1.2 Text Ads
3.1.3 Image Ads
3.1.4 PPC Ads
3.1.5 PPV Ads
3.1.6 Social Media Advertising
3.1.7 Advertisement on [Website]
3.1.8 Viral Advertising
3.1.9 Video Advertising
3.1.10 Radio Advertising
3.1.11 TV Advertising
3.1.12 Magazine Advertising
3.1.13 Billboard Advertising
3.1.14 Word of Mouth Advertising
3.2 The Advertiser is expressly prohibited from using the following means to
promote the products or services of the Company:
3.2.1 Popups
3.2.2 Bonus Offers
3.2.3 Affiliate Marketing
3.3 The Advertiser shall not promote any advert without that advert 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
rewritten.
3.4.2 All advertising copy.
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 $0.00.
Name
Price
$0.00
Qty
Subtotal
1
$0.00
Subtotal
$0.00
Total
$0.00
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
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 he/she 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
he/she undertakes 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 to unreasonably
withhold payment.
7.7 The Advertiser warrants that he/she will use only a) material expressly
authorised by the Company or b) entirely original material and will not infringe the
copyright of any third-party.
7.8 The Advertiser warrants the he/she will not use any false or misleading
statements in their advertisements whether by statement, act, omission or
implication.
7.9 The Advertiser warrants that he/she will not use any vulgar, offensive or
disreputable means of advertising.
7.10 The Advertiser agrees to indemnify and keep indemnified the Company against
any and all losses howsoever arising as a result of a breach of clause 7.7, clause
7.8 or clause 7.9.
7.11 The Advertiser acknowledges that he/she does 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 which
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 Company shall ensure that the details of the Candidate are kept
confidential at all times and undertakes not to share this information with any
third-parties.
8.3 The Advertiser undertakes that he 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 always that such information has not previously entered
the public domain by other means.
8.4 The terms of clauses 8.1, 8.2, 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 his 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 and country] .
11.2 Disputes under this Advertising Agreement shall be subject to the exclusive
jurisdiction of the courts of [State and country] .
11.3 Notwithstanding the terms of 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:
[[Link]]
_____________________ ______________
[[Link]] [[Link]]
[[Link]]
_____________________ ______________
[[Link]] [[Link]]
