Advertising Ad Council Form

Advertising Ad Council Form

Parties and Contact Information

Recitals

WHEREAS, Advertiser Name: desires to engage the Ad Council to develop, produce, place and manage advertising and promotional materials for the campaign described below; and

WHEREAS, Ad Council Name: represents that it has the expertise, personnel and resources to perform such services under the terms and conditions set forth in this Agreement.

WHEREAS, the parties agree to be bound by the terms set forth herein effective as of Effective Date: .

Scope of Work

Campaign Name:

Deliverables shall include, without limitation, creative concepts, scripts, final artwork, digital media files, placement schedules and performance reports as specified above. Agency shall submit creative materials for Advertiser approval prior to production or placement where indicated below:

Payment Terms

Total Contract Amount: $. Payments shall be made in accordance with the following schedule:

Invoices are due net days from invoice date, unless otherwise agreed in writing. A late fee of % per month (or the maximum permitted by law, if lower) shall accrue on overdue amounts.

All amounts are exclusive of taxes. Advertiser is responsible for any applicable sales, use, value-added or similar taxes, unless Advertiser provides a valid exemption certificate.

Term and Termination

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for material breach of the other party, provided that the non-breaching party gives written notice specifying the breach and a -day period to cure. If the breach is not cured within that period, the non-breaching party may terminate this Agreement immediately upon written notice.

Upon termination for any reason, Advertiser shall pay Agency for all services performed and expenses reasonably incurred through the effective date of termination. Sections regarding confidentiality, indemnification, ownership and governing law shall survive termination.

Confidentiality

Each party acknowledges that it may receive Confidential Information of the other. "Confidential Information" means non-public information disclosed in connection with this Agreement, including creative concepts, media plans, pricing, business terms and performance data. Each party shall (i) maintain the other's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, (ii) not use the Confidential Information except to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information shall not include information that is or becomes publicly known through no breach of this Agreement, is rightfully received from a third party without restriction, or is independently developed without use of the other's Confidential Information.

Intellectual Property and Licenses

Advertiser retains ownership of its pre-existing marks, materials and data. Agency retains ownership of its pre-existing materials and general know-how. For materials created pursuant to this Agreement and paid in full, Agency grants Advertiser a non-exclusive, worldwide, royalty-free license to use the final deliverables for the purposes set forth in this Agreement. Advertiser grants Agency a non-exclusive license to use Advertiser's marks and approved materials solely to perform the services described herein. Any third-party materials required for the campaign shall be licensed separately, and Advertiser is responsible for clearance and payment of third-party licensing fees unless otherwise agreed in writing.

Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other from and against any third-party claims arising out of the indemnifying party's breach of its representations, willful misconduct, or negligence. Except for liability arising from gross negligence, willful misconduct or indemnifiable third-party intellectual property claims, each party's aggregate liability for direct damages shall not exceed the amounts paid or payable under this Agreement during the twelve (12) months preceding the claim. Neither party shall be liable for special, punitive, incidental or consequential damages.

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 law rules. Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located within that state, and the parties consent to personal jurisdiction and venue therein.

Entire Agreement

This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Notices required under this Agreement shall be sent to the addresses listed above or to such other address as either party designates in writing. Notices shall be deemed given upon receipt if delivered by hand, three (3) days after deposit in the mail with proper postage, or upon transmission if sent by confirmed electronic mail to the designated contact.

Certifications and Acknowledgments

Each party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and delivery of this Agreement has been duly authorized by all necessary corporate action.

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