Advertising Services Agreement

Contract between Advertising Agency and Advertiser

with Description of Services to be Performed

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

(street address, city, county, state, zip code), referred to herein as Client, and a corporation organized and existing under the laws of the state of , with its principal office located at

(street address, city, county, state, zip code), referred to herein as Agency.

1. Appointment of Agency

The Client hereby appoints Agency and the Agency agrees to accept such appointment to represent the Client in carrying out advertising on its behalf. The Agency shall act, at all times, as an independent contractor.

2. Services

The services to be performed include all services customarily performed by a modern advertising agency. However, no services will be performed by the Agency unless and until the Agency receives prior authorization from the Client. The services to be provided upon request include but are not limited to the following:

A. Provide the Client with an analysis of the Client's business, products, or services along with a related analysis of the market for such products or services and the appropriate advertising for the Client;

B. Preparation of an advertising program for the Client;

C. Handle all details with respect to the Client's advertising program;

D. Arrange with the various advertising media for space and time as needed to carry out the advertising program;

E. Oversee the performance of the advertising program;

F. Negotiate with others, such as photographers, models, and artists, for use in the advertising program;

G. Handle all details with respect to payments to others for their part in the advertising program; and

H. Perform all other necessary and related services to properly carry out the Client's advertising program.

3. Prior Approval of Client

No obligations shall be incurred by the Agency on behalf of the Client without first obtaining approval from the Client in writing. The Client may require the submission of details of written proposals by the Agency with regard to all anticipated details prior to granting approval.

4. Loyalty to Client

While this agreement is in force, the Agency shall not serve as an advertising Agency in connection with any product which is competitive with products of the Client without first obtaining written consent of the Client.

5. Expenses incurred by Agency

The Client shall pay the Agency for all costs incurred and expenditures made on behalf of the Client for approved advertising. The Client shall also pay the Agency's direct costs of mailing, packaging and shipping, along with all taxes, duties, telephone calls and delivery services in connection with the performance of its obligations under this agreement. The Client will also pay the Agency for its costs for travel on behalf of the Client. If the Client cancels any planned advertising, the Client will remain responsible for any unavoidable costs including non-cancellable requests for time or space.

6. Compensation to Agency

A. Commission on Media Charges.

The Client shall pay the Agency a commission of of the gross charges made by advertising media for advertising on behalf of the Client. However, with respect to outdoor advertising, the Agency's commission shall be of the gross charges.

B. Commission on Other Payments.

The Client shall pay the Agency a commission of of all payments made to third parties by the Agency for products or services contracted for on behalf of the Client.

C. Other Fees.

If the Client desires the Agency to perform services which do not involve commissions from media, such as direct mail advertising, public relations work, market analysis, trade investigations or other services, the Client and the Agency will mutually agree on the Agency's compensation for these services.

7. Billing and Payment

All billings shall comply with the standards recommended by the American Association of Advertising Agencies. All charges shall be fully accounted for in accordance with this agreement. The Client shall be entitled to examine the Agency's books and records regarding the Client's account at all reasonable times. If cash discounts are available from owners of media or others, the Client is to be made aware of these discounts and is to receive credit for such discounts provided the Client makes the necessary payments from its own funds as required in order to receive the discount.

8. Indemnification and Insurance

The Agency shall indemnify and hold harmless the Client from and against any and all claims, liabilities or damages which arise:

A. From dealings between the Agency and third parties; and

B. The preparation or presentation of advertising.

C. This indemnification shall include the costs of litigation and counsel fees.

However, the Agency shall not be liable to the Client as a result of any default of suppliers of materials and services or owners of media or other persons who are not agents or employees of the Agency.

D. The Agency agrees to keep in force, at its own cost and expense, advertisers' liability insurance for the benefit of the Client in the minimum amount of $ , or such other amounts as authorized in writing by the Client.

9. Term

This agreement shall become effective upon signing by all parties and shall continue in force for a period of one year unless this agreement is terminated by either party as provided in this agreement. This contract shall be automatically extended for successive periods of one year upon the same terms and conditions unless terminated by either party. Either party may terminate this agreement by giving the other party written notice at least (number) days before the effective date of termination.

10. Rights and Duties upon Termination

No work in progress shall be completed unless requested by the Client. All contractual obligations in accordance with this agreement shall remain in effect with respect to the winding down of all contractual relations between the parties. The Agency will attempt to assign all of its contracts with third parties on behalf of the Client to the Client who shall assume all such contracts and obligations under such contracts and hold the Agency harmless from any liability. If any such contract cannot be assigned, the Agency will continue to perform in accordance with the contract with the Client assuming all responsibilities and costs under the contract. The Agency shall deliver to the Client all papers and other materials related to the work performed by the Agency in accordance with this agreement. The Client agrees to pay all costs of storage or transport of such items. Except as specifically provided in this agreement, all rights and liabilities of the parties arising out of this agreement shall cease upon the termination of this agreement.

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.

In this contract, 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.