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Media Buying Contract

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MEDIA BUYING CONTRACT

This Media Buying Contract ("Agreement") is entered into as of Effective Date: by and between Agency Name: , principal place of business at Agency Address: and Client Name: , principal place of business at Client Address: .

RECITALS

WHEREAS, Agency is engaged in the business of purchasing advertising placements and related media services on behalf of clients and has experience in planning, negotiating and executing media buys; and

WHEREAS, Client desires to retain Agency to provide media planning, buying and campaign management services for the Campaign Name: with a Campaign Budget of and Term commencing on Start Date: and ending on End Date: ; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the planning, purchase and management of media on the terms and conditions set forth below.

NOW, THEREFORE

In consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

1. DEFINITIONS

1.1 "Campaign" means the set of media buys, placements and associated creative execution described in the Media Plan and Deliverables. 1.2 "Media Plan" means the schedule of placements, budgets, audiences and KPIs prepared by Agency and approved by Client. 1.3 "Net Media Spend" means amounts actually paid to third-party publishers, platforms or networks for media placements, excluding Agency fees and taxes.

2. SCOPE OF SERVICES

Agency shall provide media planning, negotiation, buying, trafficking, optimization and reporting services for the Campaign consistent with the Media Plan. Agency shall act as Client's limited agent for the purchase of advertising, and shall negotiate insertion orders, statements of work and similar agreements on Client's behalf, subject to Client's prior written approval where specified in this Agreement.

Display    Video    Social    Search    Audio    Other:

3. MEDIA PLAN AND DELIVERABLES

Agency shall deliver a written Media Plan within Delivery Timeline: following the Effective Date. The Media Plan will specify target audiences, placements, flighting, budgets, projected impressions and primary KPIs. Client approval of the Media Plan shall be provided in writing within Approval Period: or the plan will be deemed approved.

4. FEES, PAYMENT AND RECONCILIATION

Client shall pay Agency the following fees: Total Campaign Budget: ; Agency Fee: (or Fee Amount: ). Agency fees are exclusive of Net Media Spend and applicable taxes.

Payment Terms: Client shall pay invoices within Payment Terms (days): days of invoice date. A non-refundable Deposit Amount: is due upon execution. Agency shall invoice for Net Media Spend and Agency fees in accordance with the Payment Schedule: .

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permissible by law. Client is responsible for any third-party taxes, duties or fees assessed in connection with media buys.

5. AGENCY OBLIGATIONS

Agency shall: (a) act in Client's commercial interest in negotiating rates and terms with publishers; (b) maintain books and records sufficient to substantiate media spend and pass-through charges; (c) provide regular reporting as set out in Section 6; and (d) comply with applicable laws and platform policies in the conduct of media buys. Agency shall not deviate materially from the approved Media Plan without prior written consent from Client.

6. REPORTING, AUDIT AND METRICS

Agency shall provide Campaign Reports at Reporting Frequency: . Reports shall include spend reconciliation, placements, delivery against KPIs and optimization actions. Client may audit Agency's media invoices and related documents within Audit Period (months): upon reasonable notice; any dispute resolved in Client's favor will result in reimbursement by Agency of the overbilled amount plus reasonable audit costs if: (i) the overbilling exceeds 3% of audited amounts and (ii) overbilling resulted from Agency misconduct or gross negligence.

7. CLIENT OBLIGATIONS

Client shall: (a) provide timely approvals, creative assets and tracking access; (b) warrant that Client-owned creative, trademarks and landing pages do not infringe third-party rights; and (c) cooperate with Agency on optimization decisions. Client shall notify Agency in writing of any material change to marketing objectives or brand guidelines.

8. THIRD-PARTY VENDORS AND PASS-THROUGH COSTS

Agency may engage third-party vendors and platform partners to execute media buys. Pass-through costs incurred by Agency on Client's behalf shall be invoiced to Client at Agency's actual cost, except where a negotiated rebate or discount is received and allocated as set forth in the Media Plan. Agency shall disclose material commissions, rebates or incentives that it receives from vendors upon Client request.

9. CONFIDENTIALITY

Each party shall maintain as confidential all non-public information disclosed by the other party that is designated confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Confidential Information does not include information that is or becomes public through no breach of this Agreement, is independently developed, or is rightfully received from a third party without restriction. Confidential obligations shall survive for three (3) years following termination, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

10. REPRESENTATIONS, WARRANTIES AND COVENANTS

Each party represents and warrants that it has authority to enter this Agreement and that performance will comply with all applicable laws. Client represents that its provided materials do not infringe third-party intellectual property rights. Agency represents that it will perform services in a professional and workmanlike manner consistent with industry standards.

11. INDEMNIFICATION

Client shall indemnify, defend and hold harmless Agency and its affiliates from and against any third-party claims arising from Client creative, products, services, or Client's breach of representations in Section 10. Agency shall indemnify Client against claims arising from Agency's gross negligence or willful misconduct in placing media. The indemnifying party shall control the defense and settlement of any claim, provided that no settlement admitting liability on behalf of the indemnified party shall be entered without the indemnified party's prior written consent, which shall not be unreasonably withheld.

12. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF A PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CLIENT TO AGENCY UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTHS.

13. TERMINATION

Either party may terminate this Agreement for material breach where the breaching party fails to cure within Cure Period (days): days after written notice. Client may terminate for convenience upon Termination Notice (days): days' notice, and shall reimburse Agency for Net Media Spend placed and reasonable wind-down costs, including non-cancellable commitments. Termination shall not relieve Client of payment obligations for media already delivered or ordered prior to the effective date of termination.

14. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice: Agency Notice Contact: , Agency Notice Address: ; Client Notice Contact: , Client Notice Address: .

15. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

16. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to its conflicts of law principles.

17. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the Media Plan and any incorporated attachments, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof. If any provision of this Agreement is held invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.

18. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall have the same force and effect as original signatures.

19. SURVIVAL

All provisions that by their nature should survive termination or expiration of this Agreement (including but not limited to Sections 4, 6, 9, 11, 12 and 17) shall survive.

ADDITIONAL TERMS

Agency

Party Label:

By:

Date:

Client

Party Label:

By:

Date:

Enter text✕

What a Media Buying Contract Covers

Media Buying Contract is a written agreement between an advertiser, agency, or media buyer and a publisher or ad platform that defines the scope, schedule, pricing, and performance obligations for an advertising campaign. It typically includes insertion orders, creative specifications, targeting criteria, inventory commitments, reporting cadence, payment terms, and remedies for nonperformance. The contract governs who provides creative assets, which channels and placements are purchased, how impressions or clicks are measured, and how disputes and cancellations are handled. Clear deliverables and KPIs reduce ambiguity and support billing, auditing, and campaign optimization.

Why formalize campaign terms in a contract

A Media Buying Contract clarifies responsibilities, secures committed inventory and pricing, establishes measurable KPIs and reporting, and allocates risk such as indemnities and payment remedies. Formalizing terms reduces disputes, supports billing and auditing, and preserves remedies when performance or compliance issues arise.

Why formalize campaign terms in a contract

Who typically completes a Media Buying Contract

Typical users include advertisers, agencies, and publishers involved in buying, placing, or selling paid media across digital and traditional channels.

  • Agency account managers negotiating rates and insertion orders for client campaigns across platforms and channels.
  • Media buyers and demand-side platform teams executing buys, trafficking creative, and monitoring delivery against KPIs.
  • Legal and finance teams reviewing payment terms, indemnities, and compliance with advertising standards and data rules.

Smaller advertisers and publishers also use tailored media buying contracts to document one-off campaigns and control payment and delivery expectations.

Core components every Media Buying Contract should include

Essential sections of a Media Buying Contract define parties, scope, media schedule, financial terms, performance metrics, reporting obligations, and remedies for nonperformance or breach.

Parties & Scope

Identify advertiser, agency, and publisher roles, delegated authorities, subcontracting limits, campaign geography, and the exact media types and channels covered by the agreement, including programmatic, social, search, display, and linear broadcast.

Media Schedule

Specify flight dates, daily or weekly pacing, impression or delivery guarantees, insertion orders, and conditions that trigger schedule adjustments or makegoods for missed delivery or inventory shortfalls.

Budget & Payments

State total spend, line-item costs by channel, billing cadence, acceptable invoices, late-payment interest, credit holds, and payment dispute procedures including required backup documentation and approved billing contact information.

Creative & Specs

Define creative approval process, delivery formats, dimensions, supply chain requirements, ad tag specifications, third-party verification tags, and timing for revisions, plus rights to use, license periods, and ownership of ad assets.

Reporting & KPIs

Set measurable KPIs, acceptable measurement vendors, reporting frequency, data delivery format, reconciliation procedures, and remedies if agreed targets are not met, including audit rights and access to raw logs or third-party verification reports.

Termination & Liability

Describe termination rights for convenience and cause, notice periods, refund or makegood formulas, indemnities, caps on liability, insurance requirements, and any auditor or forensic review rights following alleged fraud or invalid traffic.

Key data and security items to include

PII Handling: Limit collection; anonymize audience segments.
Data Sharing: List permitted vendors and data recipients.
Retention Policy: Specify retention periods for logs.
Security Standards: TLS 1.2/1.3; AES-256 at rest.
HIPAA Considerations: Require BAA when PHI involved.
Cookies & Tracking: Disclose tracking and consent requirements.

Quick steps to complete a Media Buying Contract

Follow these steps to complete a Media Buying Contract accurately and reduce negotiation cycles before signature.

  • 01
    Gather Materials: Collect insertion orders, proof of inventory, creative, and budget approvals.
  • 02
    Define Deliverables: List placements, KPIs, reporting cadence, and measurement vendors.
  • 03
    Negotiate Terms: Agree on pricing, makegoods, indemnities, and termination rights.
  • 04
    Sign & Distribute: Execute electronically or in writing; circulate fully signed copies.

Configure an electronic workflow for this contract

Configure an online workflow to place fields, set signer order, and apply authentication and reminder rules before sending the Media Buying Contract.

Field Configuration
Signer Order Agency first, advertiser countersigns; order can be locked.
Authentication Email link by default; use SMS or KBA for high-risk deals.
Reminders Auto-reminders at set intervals; customize timing and frequency.
Bulk Send Enable for repeated insertion orders; attach variable fields.

Technical and integration considerations

Electronic execution works across platforms; confirm file format, signer authentication, and integration needs before sending.

  • Integrations: Salesforce, NetSuite, Google Workspace support.
  • File Formats: PDF, DOCX, and Excel supported.
  • Authentication: Email, SMS, SSO options available.

Where to send and how signatures flow

The routing steps show where to send, who signs, and how records are returned when executing a Media Buying Contract electronically.

  • Upload Document: Attach final contract and supporting insertion orders.
  • Place Fields: Add signature, initials, date, and conditional fields for budgets.
  • Set Signers: Enter signer emails and set execution order.
  • Send & Track: Send link, monitor completion, and download audited PDF.

Key deadlines to specify in the contract

Typical timelines and deadlines should be explicit in the Media Buying Contract to prevent missed launches and billing disputes.

Campaign Start Date:

Must specify first flight date and any soft-launch windows.

Insertion Order Deadline:

Publisher must receive signed IO by the agreed lead time before launch.

Creative Delivery Date:

Advertiser supplies creatives at least 72 hours before scheduled start.

Invoice Due Date:

Standard net terms, typically Net 30, or negotiated schedule applies.

Reporting Cadence:

Specify daily, weekly, or monthly metrics delivery and reconciliation windows.

Milestone timeline from proposal to audit

Key processing stages outline proposal, contracting, execution, and post-campaign review milestones for a Media Buying Contract.

01

Proposal & Quote

Vendor submits rates and projected delivery; negotiates scope changes.

02

Insertion Order Execution

Signed IO triggers inventory reservation and campaign scheduling.

03

Campaign Launch

Traffic starts; monitor pacing and verify measurement vendors.

04

Post-Campaign Audit

Reconcile delivery, calculate makegoods, and settle final payments.

Common preparation mistakes to avoid

  • Failing to define KPIs or measurement vendors creates disputes over deliverables and can delay reconciliation and payment.
  • Using vague insertion orders without line-item costs or pacing rules leaves publishers and advertisers with conflicting expectations.
  • Neglecting to include makegood formulas or audit rights increases risk when invalid traffic or shortfalls occur.
  • Omitting data handling and privacy clauses can breach laws such as HIPAA or state privacy statutes when PII is shared.

Primary penalties and contractual risks

Payment Default: Late fees; collection actions.
Breach Liability: Indemnity obligations apply.
Invalid Traffic: Refunds or makegoods required.
Ad Policy Violation: Campaign suspension possible.
Data Privacy Risk: Fines or injunctions.
Tax Reporting: Incorrect TIN triggers backup withholding.

How Media Buying Contracts differ from related documents

Compare Media Buying Contracts with related documents to choose the correct instrument for campaign commitments and operational control.

Criteria Media Buying Contract Insertion Order Statement of Work
Scope comprehensive narrow technical deliverables
Formality contractual confirmation attachment
Use Case establish terms reserve inventory specify services
Legal Weight high medium medium-high

eSignature pricing and capability snapshot for contract execution

Pricing and feature comparison highlights common eSignature vendor differences relevant to executing Media Buying Contracts at scale.

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 Varied Varied Varied Varied
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions about Media Buying Contracts

Common questions about executing, signing, and enforcing Media Buying Contracts, including electronic signature legality and data handling, are below.


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