Sample Agreement Form 3.0
Agency / Client Marketing Agreement
This Advertising Agency Agreement [“Agreement”] is made and effective this [XX/XX/XXXX], by and between ["Company"] [“Advertiser”] and [Xela Agency] [“Agency”].
Agency is in the business of providing advertising agency services for a fee.
Advertiser desires to engage Agency to render, and Agency desires to render to Advertiser, certain advertising agency services,
all as set forth.
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained the parties hereto agree as follows:
Advertiser engages Agency to render, and Agency agrees to render to Advertiser, certain services in connection with Advertiser’s planning, preparing, and placing of advertising for certain of Advertiser’s products as follows:
A. Analyze Advertiser’s current and proposed products and services and present and potential markets.
B. Create, prepare advertising ideas and programs.
C. Prepare and submit to Advertiser for its prior approval estimates of costs and expenses associated with proposed advertising ideas and programs.
D. Design and prepare, or arrange for the design and preparation of, advertisements.
E. Order advertising space, time or other means to be used for publication of Advertiser’s advertisements, always endeavoring to secure the most efficient and advantageous rates available.
Agency’s engagement shall relate to the following products and services of Advertiser: [Company]
Agency shall receive a monthly fee of [TBD] for account management and [TBD] in Media Costs. All Fees are payable at the beginning [1st] of each month. All Fees and project work will be provided in a separate doc labeled [Scope of Services].
Advertiser shall be obligated to reimburse Agency for any pre-approved travel or other out-of-pocket expenses incurred in the performance of services pursuant to this Agreement unless expressly agreed by Advertiser in advance.
Agency shall invoice Advertiser for all costs where possible in advance of Agency’s payment date to allow for prepayment by the Advertiser so that Advertiser may receive the benefit of any available prepayment or similar discount
Rate or billing adjustments shall be credited or charged to Advertiser on the next following regular invoice date or as soon as otherwise practical.
Invoices shall be submitted and shall be paid by Advertiser at time of the invoice date.
5. Ownership and Use.
Agency shall insure, to the fullest extent possible under law, that Advertiser shall own any and all right, title and interest in and to, including copyrights, trade secret, patent and other intellectual property rights, with respect to any copy, photograph, advertisement, music, lyrics, or other work or thing created by Agency or at Agency’s direction for Advertiser pursuant to this Agreement and utilized by Advertiser in so long all bills and/or outstanding invoices have been paid.
Upon termination, Advertiser agrees that any advertising, merchandising, package, plan or idea prepared by Agency and submitted to Advertiser [whether submitted separately or in conjunction with or as a part of other material] which Advertiser has elected not to utilize, shall remain the property of Agency, unless Advertiser has paid Agency for its services in preparing such item.
Materials and advertisements created by Agency pursuant to this Agreement may be used by Advertiser outside the United States without additional compensation, provided that Advertiser shall be responsible for any additional expense associated with such use, such as charges for translation and amounts due talent.
Agency shall indemnify and hold Advertiser harmless with respect to any claims, loss, suit, liability or judgment suffered by Advertiser, including reasonable attorney’s fees and costs, based upon or related to any item prepared by Agency or at Agency’s direction, including, but not limited to, any claim of libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright or other intellectual property interest, except where any such claim arises out of material supplied by Agency.
Advertiser agrees to indemnify and hold Agency harmless with respect to any claims, loss, liability, damage or judgment suffered by Agency, including reasonable attorney’s fees and court costs, which results from the use by Agency of any material furnished by Advertiser or where material created by Agency or at the direction of Agency subject to the indemnification in subsection A. above is materially changed by Advertiser. Information or data obtained by Agency from Advertiser to substantiate claims made in advertising shall be deemed to be “material furnished by Advertiser to Agency”.
In the event of any proceeding, litigation or suit against Advertiser by any regulatory agency or in the event of any court action or other proceeding challenging any advertising prepared by Agency, Agency shall assist in the preparation of the defense of such action or proceeding and cooperate with Advertiser and Advertiser’s attorneys.
The term of this Agreement shall commence on [TBD] and shall continue in full force and effect for a period of 3 months from date of this agreement or until terminated by either party upon at least ninety (90) days prior written notice, provided that in no event [except breach] may this Agreement be terminated prior to [TBD]. The rights, duties and obligations of the parties shall continue in full force during or following the period of the termination notice until termination, including the ordering and billing of advertising in media whose closing dates follow then such period.
8. Rights Upon Termination.
Upon termination of the Agreement, Agency shall transfer, assign and make available to Advertiser all property and materials in Agency’s possession or subject to Agency’s control that are the property of Advertiser, subject to payment in full of amounts due pursuant to this Agreement
Upon termination, Agency agrees to provide reasonable cooperation in arranging for the transfer or approval of third party’s interest in all contracts, agreements and other arrangements with advertising media, suppliers, talent and others not then utilized, and all rights and claims thereto and therein, following appropriate release from the obligations therein.
In the event of any default of any material obligation by or owed by a party pursuant to this Agreement, then the other party may provide written notice of such default and if such default is not cured within ten (10) days of the written notice, then the non-defaulting party may terminate this Agreement.
Any notice required by this Agreement or given about it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.
11. Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of the state of [Florida].
Name: _____________________________ Name: _____________________________
Signature: __________________________ Signature: __________________________
Date: ___/_____/__________ Date: ___/_____/__________