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What is an advertising agreement? An advertising agreement is a contract used by an advertising agency or consultant to summarize advertising goals, strategies, and tactics for a business client, along with the associated costs and a clear description of what your advertising services will include. Because the range of advertising channels — and the supplies needed to fulfill each type — can vary widely, your advertising contract should deliver a clear plan for how you will help the client meet their business goals through advertising.
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”).
The terminology used can be confusing because of the increasing tendency among online businesses to refer to the creator of the material being promoted as the ‘advertiser’ and the person promoting (or advertising) such goods or services as the ‘promoter.’ In this Advertising Agreement, we will always use the term ‘Company’ to mean the person selling the product or service and ‘Advertiser’ to mean the person advertising the product for sale, but you should be aware of this difference in terminology if dealing with online marketing and advertising agencies (and affiliate marketing organizations in particular).
WHEREAS: The main activity of the Company is ACTIVITY
This section should include a general description of the Company’s activity—for example, “the publication of ebooks,” “the manufacture and sale of health and fitness equipment,” “the sale of diamond and zirconia rings,” etc.
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 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:
In this Advertising Agreement:
If your client has any questions about the meaning of a term used in the advertising agreement, reference these definitions.
1.1 “Territory” shall mean TERRITORY
If this Advertising Agreement is limited to a particular state, country, or geographical area, then this fact may be added above (for example, “the USA and Canada”). Otherwise, choose “anywhere in the world.”
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 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 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.
If any of the above terms do not apply to the potential Agreement, you can remove them.
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.
In order to enable the Advertiser to create and promulgate appropriate advertisements the Company agrees to provide the Advertiser with:
As an advertising partner, you have access to business information that may help your client. It is your responsibility to share information that falls within the scope of your work.
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.
If you wish to add anything to the list of information that the Company will provide to the Advertiser, you can do so by including extra sub-clauses here.
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.
It is agreed that:
Advertising consultants should be explicit in outlining the advertising services you can offer to a client. This lessens the chance of misunderstanding. Edit the list of channels to reflect your services, and explain why the chosen media best serves the client’s needs.
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.
Amend this list to communicate any advertising types that are excluded.
3.3 The Advertiser shall not promote any ad without that ad being first approved by the Company.
If you wish to allow the advertiser to promote without checking each ad, then you can remove this clause.
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.
If you don’t want the Advertiser to have to provide this information on termination, then remove this clause.
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 costsYou 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 TECHNOLOGYIt is also crucial to define each term in the fee structure and to reach an agreement with the Advertiser as to how that information will be tracked and shared: for example, specifying that a closed sale is one in which the conversion pixel is fired on the Company website and not refunded within one week, or that a “click on our website” must be a unique New Visitor as delineated in a Google Analytics account to which both parties have access.
It is agreed that:
You may manage an advertising budget on behalf of your client. It is your responsibility to use your best judgment and make decisions based on the terms of this agreement.
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
If there is no flat, upfront fee in addition to what’s specified in the Fees section above, 5.1 may be removed. This section should state how often and to whom payment is due. For example, “In a single payment at the execution of this Advertising Agreement transferred to the designated bank account of the Advertiser,” or “In equal monthly payments of USD 1,000 paid into the Google Adwords account of the Company.”
5.3 In the event of the Termination of this Advertising Agreement the Advertiser agrees to return any unused Budget.
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.
If you wish to change the amount of notice of termination of this Advertising Agreement, allow for different notice periods, or change whose responsibility it is to provide notice, you can do so in the above clause.
6.3 The passing of one calendar year.
If you want this Advertising Agreement to be shorter than a year or to continue indefinitely, you can amend or delete this sub-clause.
It is agreed that:
This section refers to losses that one party or the other may incur as a result of the advertising agreement. Ensure that you are adequately protected from future suits.
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
7.11 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.
It is agreed that:
Take confidentiality very seriously with your business clients. Just to be safe, don’t discuss any business details that may be construed as confidential. They may not want competitors to know about their unique advertising efforts. You should also consider storing any agreement documents securely so they aren’t easily accessed by others.
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.
Any variation to this Advertising Agreement shall be made in writing and signed by both Parties.
Any verbal discussions or agreements do not apply to the advertising agreement. Both the Advertiser and the Company must agree on any agreement updates, and changes must be made in writing as an amendment to the contract.
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.
It is agreed that:
Something may happen that is beyond either party’s control, impacting the Advertiser or Client’s ability to complete a project as agreed. When this happens, finished work must be paid, but anything remaining in the contract may be canceled. The governing laws in the state where you work may determine acceptable reasons to cancel an agreement.
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 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.
If you do not wish to include the right to arbitration, or if you wish to choose a different arbitrator, then delete or amend this clause. Arbitration is a private arrangement (unlike a legal case) and is sometimes included to demonstrate to the Parties that they will not be able to achieve any benefit by threatening to sue but must rather be willing to go through a fair arbitration hearing.
IN WITNESS WHEREOF, each of the Parties has executed this Advertising Agreement: