Business IO Template

Business IO Template

This Insertion Order ("IO") is entered into between Client Name: and Agency/Publisher Name: . IO Number: Effective Date:

RECITALS

WHEREAS, Client desires to procure advertising and related media services from Agency/Publisher for the campaign identified below, and Agency/Publisher has the expertise and capacity to provide such services under the terms set forth in this IO.

WHEREAS, this IO sets forth the specific scope, schedule, deliverables and payment terms for the campaign titled: Campaign Name: .

WHEREAS, this IO is governed by and incorporated into the Master Services Agreement between the parties dated: Agreement Date: (if applicable). If no Master Agreement exists, this IO constitutes the complete agreement between the parties with respect to the subject matter herein.

SCOPE OF WORK

SCHEDULE

Campaign Start Date:    Campaign End Date:

PAYMENT TERMS

Total IO Amount: . Currency: .

Deposit/Prepayment Required:    Payment Terms (Net): .

Late Payment Fee: . Late payments shall accrue interest at the stated rate and the Client shall be responsible for all reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

Term Commencement Date: .    Termination/Expiry Date: .

Either party may terminate this IO for material breach by the other party if such breach is not cured within days after written notice. Either party may terminate for convenience upon days' prior written notice to the other party, subject to payment for services performed through the effective date of termination.

CONFIDENTIALITY

Each party shall maintain in confidence any Confidential Information disclosed by the other party and shall not disclose such Confidential Information to any third party except as necessary to perform under this IO. "Confidential Information" excludes information that (a) is or becomes public through no breach by the receiving party, (b) is rightfully received from a third party without restriction, (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information, or (d) is required to be disclosed by law or judicial process, in which case the receiving party shall provide prompt notice to permit contesting the disclosure.

Confidentiality Period: from the date of disclosure. Remedies for breach include injunctive relief and damages.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Client shall retain ownership of all Client-provided materials and Agency shall grant Client a non-exclusive, non-transferable license to use Agency-created deliverables for the purposes of the campaign. Any third-party content and licenses required for use of deliverables are the responsibility of the party procuring such third-party content unless otherwise specified in this IO.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party agrees to indemnify and hold harmless the other party from third-party claims arising out of the indemnifying party's breach of this IO or its gross negligence or willful misconduct. Except for liability arising from breach of confidentiality or indemnification obligations, neither party's aggregate liability arising out of this IO shall exceed the total amounts paid or payable by Client under this IO.

CHANGE ORDERS

Any change to the scope, schedule or fees must be documented in a written change order signed by both parties. Change orders shall set forth the modification and any adjustment to fees and schedule.

GOVERNING LAW

This IO shall be governed by and construed in accordance with the laws of: without regard to choice of law principles.

ENTIRE AGREEMENT

This IO, together with any referenced master agreement and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

NOTICES

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