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Advertising Services Agreement

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ADVERTISING SERVICES AGREEMENT

This Advertising Services Agreement (the "Agreement") is entered into as of by and between Client Name: with principal address at Client Address: , and Service Provider Name: with principal address at Service Provider Address: . Client and Service Provider are referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Service Provider is engaged in the business of creating, placing and managing advertising campaigns and possesses expertise in creative services, media buying and campaign analytics; and

WHEREAS, Client desires to engage Service Provider to provide advertising services for the Promotion described below, and Service Provider agrees to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties intend that deliverables, payment terms and allocation of rights arising from the advertising work be governed by this Agreement.

NOW, THEREFORE, in consideration of the mutual promises herein, the Parties agree as follows:

1. SERVICES

1.1 Scope. Service Provider shall provide advertising services as described in Exhibit A (the "Services"), which shall include creative development, media planning and buying, campaign management, reporting and analytics. Service Provider shall perform the Services in a professional manner consistent with industry standards.

2. DELIVERABLES AND SCHEDULE

2.1 Deliverables. Service Provider shall deliver the items and milestones set forth below. Each deliverable shall include specifications, format and acceptance criteria. Client shall review and accept or provide comments within the acceptance period.

2.2 Campaign Period. Campaign Start Date: . Campaign End Date: .

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Service Provider the fees set forth below. Fees are exclusive of any media spend unless expressly stated otherwise. Unless otherwise stated, all fees are due in U.S. dollars.

3.2 Late Payment. Amounts not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall reimburse Service Provider for reasonable collection costs.

4. INTELLECTUAL PROPERTY

4.1 Ownership. Except as otherwise provided in this Agreement, Service Provider retains ownership of its preexisting intellectual property, methodologies, templates and tools. Client shall own all final deliverables specifically created for Client and paid in full, subject to the License provisions below.

4.2 License. Service Provider grants Client a non-exclusive, worldwide, royalty-free license to use the final deliverables for the agreed-upon campaign and marketing purposes. Any re-use, modification or sublicensing beyond the agreed scope requires prior written approval and may require additional fees.

5. CONFIDENTIALITY

5.1 Confidential Information. Each Party agrees to hold in confidence and not disclose any non-public information disclosed by the other Party that is marked or reasonably understood to be confidential ("Confidential Information"), except as required by law.

5.2 Duration. Confidentiality obligations shall continue for after termination or expiration of this Agreement.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations. Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement and that its performance will not violate any agreement with a third party.

6.2 Client Materials. Client represents that it has the rights to all materials provided to Service Provider for use in campaigns and will obtain all consents and releases necessary for Service Provider's use.

7. INDEMNIFICATION

7.1 Client Indemnity. Client shall indemnify, defend and hold Service Provider harmless from any third party claims arising out of Client materials, Client's breach of representations, or Client's violation of applicable laws.

7.2 Provider Indemnity. Service Provider shall indemnify, defend and hold Client harmless from third party claims alleging that the Services, when used as permitted, infringe a third party's proprietary rights, provided Client gives prompt notice and cooperates in the defense. This obligation does not apply to claims arising from Client-provided materials or Client modifications.

8. LIMITATION OF LIABILITY

8.1 Cap. Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, each Party's aggregate liability for claims under this Agreement shall not exceed the fees paid by Client to Service Provider in the preceding the claim, or , whichever is greater.

8.2 Exclusion of Damages. In no event shall either Party be liable for lost profits, lost business, or consequential or punitive damages, even if advised of the possibility of such damages.

9. TERM AND TERMINATION

9.1 Term. This Agreement shall commence on the Effective Date and continue until completion of the Services or termination in accordance with this Section.

9.2 Termination for Convenience. Either Party may terminate this Agreement upon days' prior written notice. Upon termination, Client shall pay Service Provider for Services performed and non-cancellable commitments reasonably incurred through the effective date of termination.

9.3 Termination for Cause. Either Party may terminate immediately for material breach that remains uncured for 15 days after written notice, or immediately for insolvency or bankruptcy of the other Party.

10. INDEPENDENT CONTRACTOR

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership or joint venture relationship. Service Provider shall be responsible for all taxes and benefits of its personnel.

11. NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email with confirmation. Notice is effective upon receipt.

12. AMENDMENT; WAIVER

No amendment to this Agreement shall be effective unless in writing and signed by both Parties. No failure or delay in exercising any right shall operate as a waiver, and no single or partial exercise of a right precludes other exercises of that right.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits and schedules, constitutes the entire agreement between the Parties and supersedes all prior agreements relating to the subject matter. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. MISCELLANEOUS

15.1 Counterparts. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

15.2 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except to a successor in interest in connection with a merger or sale of substantially all assets.

Client:

By:

Date:

Service Provider:

By:

Date:

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What an Advertising Services Agreement Covers

An Advertising Services Agreement is a contract between an advertiser and a service provider that sets out scope, deliverables, fees, schedules, intellectual property ownership, confidentiality, and termination rights. It converts informal campaign plans into enforceable obligations, allocating performance responsibilities, payment terms, reporting milestones, and dispute resolution mechanisms to reduce ambiguity during campaign execution.

Why a Clear Agreement Matters for Campaigns

A well-drafted Advertising Services Agreement clarifies deliverables, reduces disputes, and documents payment obligations and IP ownership. Electronic execution is valid under the ESIGN Act (15 U.S.C. ch. 96, 2000) and UETA where adopted, which supports enforceability of properly executed e-signatures.

Why a Clear Agreement Matters for Campaigns

Who Typically Uses This Agreement

The Advertising Services Agreement is used by anyone hiring or providing paid promotional work, from small agencies to enterprise marketing teams.

  • Advertising agencies and consultants who deliver creative, media buying, or campaign management services.
  • In-house marketing teams contracting freelancers, production vendors, or programmatic media partners.
  • Publishers and platform partners that host ads or run sponsored content and need clear payment and IP terms.

Use this agreement to formalize responsibilities, timelines, and rights before work begins to limit scope creep and payment disputes.

Representative Signers and Their Roles

Brian Fitzgibbons, COO

As COO of a marketing firm, the signer typically approves scope and payment terms on behalf of the agency, verifies resource commitments, and confirms deliverables meet contractual standards in collaboration with account leads.

Tim Martin, Founder

As a small-business founder or owner, the signer often negotiates key terms including campaign budgets, timelines, and termination clauses, and may require simplified approval workflows and clear payment milestones.

Core Elements to Include in the Agreement

A professional Advertising Services Agreement groups legal and commercial terms so performance, payment, and rights are clear for both parties before work starts.

Scope of Work

Describe campaign objectives, specific services, deliverables, accepted formats, and measurable success criteria so both parties agree on what constitutes completion and acceptance.

Payment Terms

Specify fees, invoicing schedule, payment due dates, late fees or interest, and whether expenses or ad spend are reimbursable to avoid cash-flow disputes.

Intellectual Property

Identify whether work-for-hire applies, who owns final creative, what license is granted for pre-existing IP, and rights for future reuse or modification.

Confidentiality

Include non-disclosure provisions covering campaign strategies, creative assets, targeting data, and any sensitive business information shared during the engagement.

Reporting & Approvals

Set reporting cadence, performance metrics, approval timelines for creative and media buys, and escalation paths for missed milestones or rejected deliverables.

Termination & Remedies

Detail termination for convenience and cause, cure periods, final accounting, and remedies for breach including indemnity and limitations on liability.

Step-by-Step: Completing the Agreement

Follow these steps to prepare, review, and execute an Advertising Services Agreement efficiently and with minimal risk.

  • 01
    Draft Terms: Populate parties, scope, fees, and schedule.
  • 02
    Attach SOW: Include detailed deliverables and milestones.
  • 03
    Review Legal: Confirm IP, indemnity, and termination language.
  • 04
    Execute: Collect signatures and date the document.

How to Configure an Online Signing Workflow

Configure fields and routing to mirror the contract's approval flow so the final signed record accurately reflects consent and attribution.

Field Configuration
Signer Order Specify sequential or parallel routing
Authentication Choose email or SMS code verification
Required Fields Make signatures, dates, and payment fields mandatory
Notifications Set reminders and completion alerts

Where to Send the Completed Agreement

Decide final destinations for the executed contract: accounting, legal, account lead, and the signers should receive copies for records and payments.

  • Accounting: Send a signed PDF for invoice processing
  • Legal: Keep a copy for dispute response
  • Account Team: Provide SOW and schedule to operations
  • Signers: Deliver completed agreement copies to all parties

Digital Signing and Delivery Considerations

Use an eSignature platform that supports secure authentication, audit trails, and PDF export so the signed agreement is admissible and reproducible.

  • File Formats: PDF and DOCX supported
  • Integrations: Connect to CRM or cloud storage
  • Authentication: Use SMS, email, or advanced methods

Ensure the platform preserves an audit trail with timestamps, IP addresses, and signer attribution to support enforceability under ESIGN and UETA.

Common Timeframes and Payment Deadlines

Define clear timing for invoicing, approvals, and campaign milestones to avoid late payments and missed launch dates.

Invoice Due:

Net 30 days or specify another agreed term

Approval Period:

Provide 5–10 business days for creative approvals

Campaign Start:

Specify start date in MM/DD/YYYY format

Payment Milestones:

Tie payments to deliverables or dates

Notice to Cure:

Allow a 30-day cure period for material breaches

Key Milestones from Signing to Completion

Track core stages to monitor progress and trigger payments, approvals, and campaign launches in sequence.

01

Execution

Agreement signed and date recorded.

02

Onboarding

Kickoff meeting and access provisioning.

03

Creative Delivery

Submit initial creative for approval.

04

Campaign Launch

Begin campaign and start reporting cadence.

Common Preparation Mistakes to Avoid

  • Vague scope descriptions that fail to list file formats, delivery dates, or acceptance criteria, leading to disputes over completion.
  • Missing IP terms that leave ownership ambiguous for creative assets and reuse rights after campaign termination.
  • Unclear payment schedules or absent invoicing instructions, which delay processing and create cash-flow problems for vendors.
  • Failing to align approval timelines with media buy deadlines, which can cause missed placements or extra costs.

Legal and Commercial Risks of Errors

Breach Damages: Monetary liability for unmet obligations
Late Payment: Interest charges or collection actions
IP Disputes: Claims over ownership or licensing
Indemnity Exposure: Costly third-party claims defense
Tax Reporting: Incorrect payer information triggers penalties
Enforceability Risk: Ambiguous signatures or missing consent

Security and Compliance Considerations

Encryption: TLS 1.2/1.3 in transit
Data at Rest: AES-256 encryption
Audit Trail: Timestamps and IP logging
HIPAA: BAA required for PHI
SOC 2: SOC 2 Type II available
Standards: ESIGN and UETA compliant

eSignature Pricing Comparison for This Agreement

Compare common eSignature vendor pricing and basic availability of features relevant to advertising contracts; signNow appears first in this comparison per platform placement rules.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Real-World Examples of Execution and Use

Concrete examples show how parties use the agreement to streamline approvals, tracking, and delivery across agencies and small businesses.

Optica Ventures (Agency)

An agency standardized the agreement across clients to reduce negotiations and speed onboarding

  • Centralized templates reduced approval loops by removing ad-hoc terms
  • "The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers." — Brian Fitzgibbons, COO

Martin Properties (Small Business)

A small owner used e-execution to complete local ad buys and permissions quickly

  • Mobile signing enabled field approvals for property listings
  • "I can process and execute all of these documents online with 100% compliance and built-in security." — Tim Martin, Founder

Practical Tips for Accurate and Efficient Completion

Follow these best practices to reduce errors, speed approvals, and maintain a defensible audit trail for the agreement.

Use a Detailed SOW
Attach a granular statement of work listing formats, sizes, and delivery dates to avoid scope disputes.
Align Approval Windows
Set explicit approval times for creative to sync with media purchase deadlines and avoid campaign delays.
Preserve Audit Trails
Keep signed PDFs with timestamps and signer attribution to support enforceability and recordkeeping.
Confirm Signatory Authority
Ensure each signer is authorized to bind their organization to avoid later challenges.

Frequently Asked Questions and Troubleshooting

Answers to common questions about signing, enforceability, amendments, and what to do if a dispute arises during or after a campaign.


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