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Media Buys Services Agreement

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MEDIA BUYS SERVICES AGREEMENT

This Media Buys Services Agreement ("Agreement") is entered into as of by and between Agency Name: and Client Name: .

RECITALS

WHEREAS, Agency is engaged in the business of planning, procuring and managing paid media placements and related services for advertisers; and

WHEREAS, Client desires to engage Agency to provide media buying services on the terms and conditions set forth in this Agreement; and

WHEREAS, Agency has represented that it has the experience, personnel and resources necessary to perform such services and Client wishes to retain Agency for the Campaign described herein.

1. SCOPE OF WORK

Agency will provide media planning, media buying and campaign management services as set forth below. The parties agree that all work performed by Agency will be governed by the terms of this Agreement.

2. DELIVERABLES; MEDIA BUY PARAMETERS

Agency will procure media placements and associated deliverables (creative trafficking, tags, reporting) in accordance with the approved media plan. All placements will be procured in Agency's or third-party supply channels and subject to platform terms.

3. PAYMENT TERMS

Client shall pay Agency fees and reimburse all pre-approved media costs and third-party charges in accordance with the schedule below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Agency may suspend media activity if Client fails to pay undisputed invoices within days after the invoice due date. Client remains responsible for all media costs incurred prior to suspension.

4. TERM AND TERMINATION

Term: This Agreement commences on and continues until unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach that remains uncured for days after written notice specifying the breach.

Upon termination, Client will pay Agency for services performed and media purchases authorized through the date of termination, including any non‑refundable third‑party commitments, and Agency will deliver final reporting and any unbilled materials.

5. CONFIDENTIALITY

Each party shall keep confidential all non-public, proprietary information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) is lawfully received from a third party without breach of an obligation of confidentiality, or (iii) is independently developed without use of the other party's Confidential Information.

The receiving party may disclose Confidential Information to its employees, contractors and advisors who need access to perform this Agreement, provided that such persons are bound by confidentiality obligations no less protective than those herein. Required disclosures by law must be promptly communicated to the disclosing party to permit protective measures.

6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Client retains all rights in Client-provided materials and trademarks. Agency retains ownership of its pre-existing tools, methodologies and proprietary systems. Creative works produced specifically for Client pursuant to paid media placements will be owned by Client upon full payment, except third-party licensed assets which remain subject to their licenses.

7. INDEMNIFICATION AND LIMITATION OF LIABILITY

Client shall indemnify, defend and hold Agency harmless from and against any third-party claims arising from Client materials, product claims, or Client's failure to comply with laws or platform policies. Agency shall indemnify Client for claims arising from Agency's gross negligence or willful misconduct in performing services.

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Agency's aggregate liability under this Agreement shall not exceed the fees actually paid by Client to Agency for the specific campaign giving rise to the claim.

8. REPORTING; AUDIT RIGHTS

Agency will provide Client with campaign performance reports at intervals specified in the Scope of Work. Client may request, no more than once per calendar year, access to documentation reasonably necessary to verify media spend and invoicing; such audit shall be conducted during regular business hours and under customary confidentiality protections.

9. FORCE MAJEURE

Neither party shall be liable for delays or failures due to causes beyond its reasonable control, including acts of God, pandemic, platform outages, strikes, or government actions. The affected party shall notify the other and use commercially reasonable efforts to mitigate the effects.

10. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

The parties agree to attempt in good faith to resolve disputes promptly through negotiation. If unresolved within 60 days, disputes may be submitted to mediation or, if necessary, litigation in the state or federal courts located in the governing state.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail (return receipt requested), or by email with confirmation of receipt.

12. MISCELLANEOUS

Entire Agreement: This Agreement, including attachments and approved statements of work, constitutes the entire agreement between the parties and supersedes prior negotiations, representations and proposals. Any amendments must be in writing and signed by authorized representatives of both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Agency may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

SIGNATURES

Agency:

By:

Date:

Client:

By:

Date:

Enter text✕

What a Media Buys Services Agreement Covers

A Media Buys Services Agreement is a contract between an advertiser (or agency) and a media seller describing placement of paid media, deliverables, pricing, schedules, reporting, and remedies. Typical elements include insertion orders, creative specifications, impressions or clicks guarantees, payment schedules, reconciliation and makegood clauses, intellectual property licenses for creative, confidentiality, indemnities, and dispute resolution. The agreement allocates risk, defines acceptance criteria for delivered inventory, and sets benchmarks for campaign performance and invoicing procedures.

Why a Clear Agreement Matters

A precise Media Buys Services Agreement reduces disputes, clarifies billing and KPIs, and protects both parties when campaign variables shift. It provides a written basis for reconciliation, makegoods, and payment terms while documenting creative and measurement obligations.

Why a Clear Agreement Matters

Who Typically Prepares and Signs This Agreement

Smaller buys may be executed directly between buyer and seller while larger or cross-channel campaigns typically involve agency procurement and legal review prior to signature.

  • Advertisers and brands — set budgets, approve creative, and control KPIs and billing.
  • Media agencies and buying teams — negotiate rates, placements, targeting, and measurement methods.
  • Publishers and ad networks — confirm inventory, reporting formats, and delivery guarantees.

Common Signer Roles

Agency Account Executive

Typically negotiates rates, prepares insertion orders, and obtains client approvals. May have delegated signing authority for standard buys but often requires procurement or legal sign-off for large or nonstandard terms.

Publisher Sales Director

Confirms inventory availability, delivery windows, and reporting format. Signs to bind the publisher to impressions, viewability guarantees, or makegood commitments and is responsible for invoicing.

Core Components to Include

A professional Media Buys Services Agreement groups terms into clear clauses so obligations and remedies are easy to find and enforce.

Parties

Full legal names, entity types, and contact information for billing and campaign operations; include registered agent for corporations where applicable.

Scope

Define campaign objectives, channels (display, video, social, CTV), target audiences, and whether inventory is guaranteed or non-guaranteed.

Media Schedule

Specific flight dates, flight-level line items, daily caps, pacing rules, creative deadlines, and insertion order references.

Rates & Payment

Unit pricing (CPM/CPC/flat), gross vs net rates, billing cadence, payment terms, late fee rates, and agency commission structure if applicable.

Reporting & KPIs

Delivery metrics, data feeds, viewability measurement standard, reconciliation schedule, and acceptance criteria for impressions or click counts.

Termination & Makegoods

Cancellation windows, pro rata refunds, makegood mechanics for underdelivery, and dispute escalation procedures.

Step-by-Step: Completing a Media Buys Services Agreement

Follow these steps to prepare, review, and sign a Media Buys Services Agreement with minimal rework and clear approvals.

  • 01
    Gather materials: Collect insertion orders, rate cards, creative specs, and billing info before drafting.
  • 02
    Populate schedule: Enter flight dates, line items, units, and pacing rules for each placement.
  • 03
    Set payment terms: Specify invoice frequency, NET terms, and late fees; attach PO if required.
  • 04
    Sign and archive: Obtain authorized signatures and store an executed copy with audit trail.

Typical Execution Workflow

A concise routing and signature flow helps ensure timely campaign launches and preserves contract integrity.

  • Upload agreement: Sender uploads the final contract PDF or DOCX to the signing platform.
  • Place signature fields: Add signature, date, and initial fields for each party in the correct order.
  • Send to signers: Distribute via email or secure link; set authentication level as required.
  • Archive copy: Store executed document and audit trail for reconciliation and audits.

Recommended Digital Workflow Settings

Configure your e-signing workflow to match the agreement's risk profile and audit needs.

Field Configuration
Authentication level Email + SMS OTP for external signers
Bulk send Enable for standardized insertion orders
Reminder cadence 3 reminders at 3, 7, and 14 days
File formats Accept PDF and DOCX; export signed PDF/A

Digital Signing and Integration Considerations

Confirm that the selected provider offers audit logs, tamper-evident signed PDFs, and any regulatory controls you require before deploying.

  • Integrations: Salesforce, NetSuite, Google Workspace supported
  • File types: PDF and DOCX import/export
  • Mobile support: Signing available on desktop and mobile

Key Dates to Set in the Agreement

Explicit dates reduce ambiguity; include deadlines for creative delivery, campaign start, billing, and cancellation notice.

Effective Date:

Date when the agreement takes effect and obligations begin.

Campaign Launch:

First day inventory should begin serving ads.

Creative Due Date:

Final creative must be delivered by this date to avoid delays.

Billing Due Date:

Invoice payment terms, e.g., NET 30 from invoice date.

Cancellation Notice:

Number of days required to cancel without penalty.

Milestone Timeline for a Standard Campaign

A sequential milestone view helps track approvals and avoids launch delays.

01

Proposal Approval

Client approves scope, budget, and high-level targeting.

02

Insertion Order Signed

Signed IO binds rates, dates, and line items.

03

Creative Submission

Final assets delivered and tested for specs.

04

Campaign Completion

Final delivery, reconciliation, and makegood handling.

Common Preparation Pitfalls

  • Unclear creative specifications cause delivery failures and incorrect impressions or rendering on publisher inventory.
  • Omitting timezone or exact start/end timestamps causes pacing and billing discrepancies across international placements.
  • Failure to list report formats and metrics leads to reconciliation delays and disputed delivery counts.
  • Using informal names instead of legal entity names delays payment processing and can trigger tax-reporting issues.

Risks and Consequences of Incomplete Agreements

Payment Disputes: Late or withheld payments
Underdelivery: Makegoods or refunds required
Tax Issues: Incorrect payee info triggers backup withholding
Breach Claims: Indemnity exposure and legal fees
Operational Delays: Campaign launch postponements
Data Privacy: Potential compliance violations

Security and Compliance Considerations

Encryption: TLS 1.2/1.3 in transit
At-rest: AES-256 encryption at rest
Audit Trail: Timestamps, IP, and action logs
HIPAA: BAA available for healthcare workflows
21 CFR Part 11: Controls for regulated records
SOC 2: SOC 2 Type II certification

Real-world Examples of Faster Execution

Two customer experiences highlight faster document turnaround and fewer signature errors after switching to structured digital workflows.

Tech Data

Tech Data standardized their signing process to reduce cycle times.

  • Bulk send simplified repeated IOs.
  • The company reported improved internal and external service while accelerating speed to revenue and reducing manual follow-up on signature status.

Martin Properties

A small property firm moved leases and advertising IOs online.

  • Mobile-friendly signing reduced in-person visits.
  • They processed and executed documents remotely with full compliance and security, shortening turnaround and improving tenant and advertiser experience.

Practical Tips for Accurate, Efficient Agreements

Adopt these practices to reduce errors, speed approvals, and simplify reconciliation.

Standardize templates
Use a single approved template with predefined insertion order fields and standardized payment language to reduce legal review time for routine buys.
Specify reporting
Define metrics, file formats, delivery cadence, and timezone to avoid later disputes during reconciliation and invoicing.
Confirm legal names
Record full legal entity names and EINs for payees to ensure correct tax reporting and prevent backup withholding triggers.
Use auditable eSign
Select an e-signature workflow that captures timestamps, IP addresses, and authentication to support attribution and evidentiary needs.

Comparing eSignature Options for Executing Media Buys Agreements

Vendor pricing and features vary; signNow is listed first for side-by-side comparison of starting price, trial, bulk send, audit trail, HIPAA support, and envelope caps.

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 Available (Premium) Available on plans Available on plans Available on plans Varies by plan
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA) Varies by plan Varies by plan Varies by plan Varies by plan
Envelope Cap No envelope cap Limits (100 envelopes/user/yr) Varies by plan Varies by plan Varies by plan

Frequently Asked Questions About Media Buys Agreements

Answers to common questions on electronic signing, amendments, and evidence preservation for campaign contracts.


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