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Advertising Services Agreement

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Advertising Services Agreement

Agreement for advertising services made on the (date), between , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Client, and , a corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as Agency.

1. Appointment of Agency

Client appoints Agency, and Agency agrees to serve as the Client's Advertising Agency in connection with the sale of as provided in this Agreement.

2. Parties not to Deal with Competitors

During the term of this Agreement, Agency shall not serve as Advertising Agency in connection with any product directly competitive with the product or products that Agency is advertising for Client, without first obtaining Client's written consent, nor shall Client engage any other advertising Agency to advertise without first obtaining Agency's written consent.

3. Independent Contractor Status of Agency

Agency shall act at all times during the term of this Agreement as an independent Contractor. Nothing contained in this Agreement shall be construed to create the relation of principal and agent or employer and employee, between Client and Agency.

4. Fees and Services

A. Market research, consumer investigations and trade investigations of Agency made for the purpose of assisting Agency in planning advertising for Client shall be made at Agency's expense. Such investigations and research as may be made pursuant to this Agreement to secure information for Client's own use shall be paid for by Client, at cost to Agency plus a % service charge.

B. Agency shall receive a commission of % of the published rates of owners of media on all space in media purchased by Agency for Client, except that Agency's commission on outdoor advertising space shall be % such purchase price. Agency shall deduct this commission from the published rate for any such space, and shall pay the net sum after this deduction to the owner of the medium in which the space was purchased.

C. Non-commissionable items purchased by Agency on Client's authorization, such as finished art, comprehensive layouts, type composition, photostats, engravings, type setting, preparation of mechanicals, printing, radio and television programs, talent, literary, dramatic, and musical works, records and exhibits, shall be billed to Client at Agency's cost plus a % service charge.

D. Should Client desire Agency to perform special services involving no commissions to Agency from owners of media, such as direct mail advertising, speech writing and publicity and public relations work, Agency and Client shall, before such services are performed, mutually agree in writing on Agency's compensation on a straight-time basis.

5. Billing and Payment

Bills for services rendered pursuant to Section 4.B, shall be mailed to Client on the day of the month in which any such services are performed, and shall be due and payable on the day of the following month. If Client shall pay any bill for space in media on or before the due date, so as to enable Agency to obtain any cash discount offered by owners of such media, Agency shall credit Client with the full amount of this discount.

6. Client Approval of Work and Expenditures

Agency shall prepare and submit for Client's approval advertising campaign plans, together with estimates of their cost. All scripts, advertising copy and layouts, story boards and other materials prepared by Agency pursuant to an advertising campaign plan that has been approved by Client, shall be submitted to Client's attorney for the attorney's approval. Client's attorney has the right, in the attorney's discretion, to withhold approval of any advertising matters submitted by Agency that, in the attorney's opinion, may violate any regulation or ruling of the Federal Trade Commission.

7. Agency not Responsible for Default of Others

Agency shall not be liable to Client by reason of the defaults of suppliers of materials and services, owners of media or other persons not the agents or employees of Agency.

8. Term of Agreement and Termination

The term of this Agreement shall begin on (date), and shall continue until terminated by days' written notice given by either party to this Agreement.

9. Rights on Termination

A. All services performed and materials prepared by Agency during the days prior to termination of this Agreement shall be billed to Client as provided in Sections 4 and 5, except that final bills shall be rendered by Agency within days after termination, and shall be due and payable by Client days after the date of termination.

B. On termination of this Agreement Agency shall deliver to Client all papers and other materials related to the work performed under this Agreement except that Agency reserves the right to retain any creative materials solely developed by Agency that are not related in their entirety to the work performed by Agency under this Agreement.

C. Client shall assume liability for any non-cancellable Agreements made by Agency in accordance with the terms of this Agreement on Client's behalf prior to termination.

D. Except as specifically set forth in this Section, all the rights and liabilities of the parties arising out of this Agreement shall cease on the date of termination of this Agreement.

10. Severability

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

11. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

12. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

13. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

14. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

15. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

16. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

17. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

18. Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

19. Compliance with Laws

In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

20. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.

By:

By:

Additional Provisions

Enter text✕

What an Advertising Services Agreement Covers

An Advertising Services Agreement is a contract between an advertiser and a service provider (agency, media buyer, or publisher) that sets the scope, deliverables, fees, schedule, and performance metrics for advertising work. Typical provisions define campaign assets, placement windows, creative ownership, reporting frequency, payment terms, change orders, indemnities, confidentiality, and termination rights. The agreement also allocates intellectual property rights for creative materials, establishes acceptance testing for deliverables, and often specifies governing law and dispute resolution for enforcement.

Why a Clear Agreement Matters for Campaigns

A well-drafted Advertising Services Agreement reduces misunderstandings about deliverables, timing, and payment, limits liability, and preserves IP rights for both parties. It also creates objective acceptance criteria and preserves legal remedies if a campaign fails to meet agreed standards.

Why a Clear Agreement Matters for Campaigns

Who Typically Completes an Advertising Services Agreement

The Advertising Services Agreement is used by a range of commercial parties who manage, buy, or publish marketing campaigns.

  • Brand advertisers and in-house marketing teams who need to document scope, budgets, KPIs, and approvals for external vendors.
  • Advertising agencies, media buyers, and creative shops that must define deliverables, ownership of creative, and payment milestones.
  • Publishers and platform partners that require usage rights, ad specs, and indemnities before accepting paid placements.

Use this agreement when one party is paid to plan, produce, place, or measure advertising; tailor roles and signatures to reflect actual authority.

Essential Clauses to Include in the Agreement

A professional Advertising Services Agreement groups core terms into themed clauses so responsibilities and remedies are clear to both parties.

Scope of Work

Define exact services, formats, channels, and campaign objectives. Attach creative specifications, ad sizes, and placement lists as exhibits to avoid ambiguity.

Deliverables

List assets, file formats, due dates, and acceptance criteria. Specify who provides source files and the process for revisions and approvals.

Payment Terms

State fees, invoicing cadence, late payment interest, and reimbursable expenses. Include retainers, milestones, and procedures for disputed invoices.

Performance Metrics

Identify KPIs (impressions, clicks, conversions) and reporting frequency. Clarify remedies or credits for missed SLAs or underperformance.

Intellectual Property

Allocate ownership of creative work, licenses for usage, and post-campaign rights. Include warranties about third-party content and assignment language.

Termination and Liability

Specify termination for convenience and cause, notice periods, post-termination obligations, and caps on liability or indemnity carve-outs.

Step-by-Step: How to Complete the Agreement

Follow these steps to prepare, sign, and distribute a binding Advertising Services Agreement.

  • 01
    Prepare SOW: Attach a detailed scope of work and schedule as an exhibit.
  • 02
    Verify Parties: Confirm legal entity names and signer authority before filling signature blocks.
  • 03
    Set Payment Terms: Specify amounts, net terms, and invoicing instructions clearly.
  • 04
    Execute Signatures: Collect signatures from authorized representatives and save executed copies.

Typical Workflow for Digital Completion

Digital workflows streamline routing, approvals, and signature capture for advertising agreements.

  • Upload Document: Sender uploads contract and attaches SOW or media schedules.
  • Place Fields: Add signature, date, and initial fields where required.
  • Add Signers: Enter signer emails and specify signing order if sequential.
  • Send & Audit: Platform captures timestamps, IP, and audit trail on completion.

Recommended Digital Workflow Settings

Configure your e-sign workflow to balance convenience and authentication based on risk.

Field Configuration
Authentication Level Email link or SMS code for low risk; KBA or 2FA for high value deals
Conditional Fields Show payment or IP clauses only when selected options apply
Bulk Send Use for standardized advertiser addenda or NDAs at scale
Auto Reminders Set reminders at 3 and 7 days to reduce execution delays

Technical Requirements for Electronic Signing

Digital signing requires a platform that supports secure authentication, audit trails, and PDF or DOCX output formats.

  • File Formats: PDF and DOCX supported
  • Integrations: Salesforce, NetSuite, Microsoft 365
  • Authentication: Email, SMS, or advanced KBA

Key Dates to Track in the Contract

Document and calendar all contract milestones to ensure timely campaign starts and payments.

Effective Date:

MM/DD/YYYY: When obligations and billing begin

Campaign Launch Date:

MM/DD/YYYY: Live ad placements must start on this date

Payment Due:

Net terms (e.g., Net 30) counted from invoice date

Acceptance Window:

Days allowed for client review and approval of deliverables

Termination Notice:

Number of days required to terminate for convenience

Milestone Timeline for a Typical Campaign

A condensed sequential timeline highlights negotiation, execution, activation, and closeout stages.

01

Draft Negotiation

Review and agree on scope and pricing before signature.

02

Signatures Executed

All authorized parties sign and dates are recorded.

03

Campaign Launch

Assets delivered and placements go live as scheduled.

04

Closeout Report

Final performance report and reconciliations delivered to client.

Common Preparation Errors to Avoid

  • Leaving the SOW incomplete or only verbal; this causes scope disputes and extra billing conversations.
  • Using ambiguous payment language like 'due upon receipt' without defining invoice dates and currency.
  • Failing to confirm the signer's authority, which can invalidate the contract or delay payment.
  • Neglecting to attach creative specs and approval workflows, leading to missed launch dates.

Risks and Potential Consequences of Errors

Breach Liability: Contract damages and indemnity exposure
IP Disputes: Unclear ownership can trigger copyright claims
Late Payment: Interest, collection costs, and relationship harm
Regulatory Scrutiny: FTC or industry regulator fines for false claims
Data Breach: Privacy penalties and reputational loss
Tax Consequences: Incorrect vendor classification or missing W-9 triggers withholding

Recommended Security and Compliance Provisions

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Audit Trail: Tamper-evident timestamps and IP logs
HIPAA: BAA required for protected health information
ESIGN / UETA: Language confirming electronic signatures are valid
21 CFR Part 11: Required for FDA-regulated records where applicable
SOC 2 / ISO: Vendor certifications for enterprise assurance

eSignature Pricing Snapshot for Advertising Contracts

Compare starting prices and core capabilities for common eSignature providers; signNow is listed first per standard comparison conventions.

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 free trial Varies by vendor Varies by vendor Varies by vendor Varies by vendor
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 Contract Use

Two short examples show how organizations rely on formal agreements to manage campaigns and compliance.

Optica Ventures LLC

Optica documented campaign scope and approvals to streamline client onboarding.

  • The SOW standardized deliverables for each property.
  • The result was faster approvals and clearer billing, which reduced disputes and improved client satisfaction by removing ad hoc change orders and informal email approvals.

Martin Properties

A property manager used the agreement for recurring listing ads.

  • Standard templates reduced execution time.
  • Executing templates online provided consistent legal terms and compliance, enabling the team to process listings remotely while keeping full audit trails and standardized payment terms.

Frequently Asked Questions About Advertising Services Agreements

Answers to common questions about signatures, enforceability, revisions, storage, and electronic execution for advertising agreements.


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