Fill and Sign the Advertising Services Agreement Doubleclick Inc and Form

Advertising Services Agreement Agreement for advertising services made on the _________________ (date), between ____________________ (Name of advertiser), a corporation organized and existing under the laws of the state of ______________, with its principal office located at ____________________________________________________________________ (street address, city, state, zip code) , referred to herein as Client, and ____________ _____________________ (Name of Advertising Agency) , a corporation organized and existing under the laws of the state of ____________, with its principal office located at _____________________________________________________________ ______________ (street address, city, state, zip code) , 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 (description of Client's product or service) ________________________________________________________________________ __________________________________________ 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 (description of Client's product or service) _____________________________________________________ ______________________________________________________________________ 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. __________________________ __________________________( Name of Agency) (Name of Client) By:____________________________ By:_______________________________ ____________________________ ___________________________ (Printed Name & Office in Corporation) (Printed Name & Office in Corporation) ____________________________ ___________________________ (Signature of Officer) (Signature of Officer)