Advertising Ads Template

Advertising Ads Template

This Advertising Agreement ("Agreement") is entered into on by and between:

RECITALS

WHEREAS, Advertiser desires to procure advertising placement, creative development and related services for the advertising campaign described in this Agreement; and

WHEREAS, Agency has represented that it has the capability and expertise to provide advertising, placement and campaign management services for the media and channels specified below; and

WHEREAS, the parties desire to set forth the terms, scope and compensation governing the relationship for the Campaign titled and described herein.

SCOPE OF WORK

Agency will provide advertising creative, placement, optimization and reporting (collectively, "Services") as described in the deliverables and specifications below. Advertiser authorizes Agency to act on Advertiser's behalf only to the extent expressly set forth in this Agreement.

Media Channels (select all that apply):

PAYMENT TERMS

Advertiser shall pay Agency the total fee for Services as set forth below. All amounts are stated in U.S. dollars unless otherwise indicated.

Late Payment: Any undisputed amount not paid within days after the invoice due date shall incur a late fee of on the outstanding balance, plus all costs of collection.

TERM AND TERMINATION

This Agreement commences on the start date below and continues until the end date below unless earlier terminated in accordance with this Agreement.

Start Date:    End Date:

Either party may terminate this Agreement for cause upon material breach by the other party if such breach is not cured within days after written notice. Either party may terminate without cause upon days' prior written notice. Upon termination, Advertiser shall pay Agency for Services rendered and non-cancellable commitments incurred up to the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any confidential information received from the other party (the "Disclosing Party") except as necessary to perform obligations under this Agreement. Confidential information includes, without limitation, campaign strategies, pricing, targeting data, creative assets, trade secrets and performance metrics. Confidential information does not include information which: (a) is or becomes generally available to the public through no breach of this Agreement, (b) was lawfully in the Receiving Party's possession prior to receipt, or (c) is required to be disclosed by law or valid order of a court or governmental authority, provided the Receiving Party gives prompt notice to the Disclosing Party to allow it to seek protective relief.

The obligations of confidentiality shall survive termination of this Agreement for a period of years.

INTELLECTUAL PROPERTY & LICENSES

Advertiser warrants that it owns or is licensed to use all materials provided to Agency for the purposes of the Services. Advertiser grants Agency a non-exclusive, non-transferrable license to use Advertiser-provided creative and trademarks solely for the performance of the Services during the Term of this Agreement. Ownership of newly created creative shall be as follows (select one):

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any claim, loss, damage, liability or expense arising out of breach of representations, warranties, or obligations under this Agreement, including claims of intellectual property infringement related to materials provided by the indemnifying party.

REPORTING & APPROVALS

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. The parties consent to the exclusive jurisdiction of the state and federal courts located within that state for resolution of disputes.

ENTIRE AGREEMENT

This Agreement, including all attachments and statements of work expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment or modification shall be binding unless in writing and signed by both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses listed above or to such other address as a party may designate by written notice. Headings are for convenience only and do not affect interpretation. If any provision is held invalid, the remainder shall remain in effect.

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