Marketing Agency Agreement - Download Free Template
Edit & Sign Template
This Marketing Agency Agreement (the "Agreement") is made and effective this [Date],
BETWEEN: [YOUR COMPANY NAME] (the "Company"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[YOUR COMPLETE ADDRESS]
AND: [AGENCY NAME] (the "Agency"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[COMPLETE ADDRESS]
The Agency is in the business of providing marketing agency services for a fee. The Company desires to engage the Agency to render, and the Agency desires to render to the Company certain marketing agency services, all as set forth.
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, the parties hereto agree as follows:
Engagement
The Company engages the Agency to render, and the Agency agrees to render to the Company certain services in connection with the Company’s planning, preparing, and placing of marketing for certain products as follows:
Analyze
the
Company’s
current and proposed products and services
,
and present and potential markets.
Create,
prepare,
and submit to
the
Company
for its prior approval
marketing
ideas and programs.
Prepare and submit to
the
Company
for its prior approval estimates of costs and expenses associated with proposed
marketing
ideas and programs.
Design and
prepare or
arrange for the design and preparation of
marketing
.
Perform such other services as
the Company
may request from time to time such as, but not limited to
:
[SPECIFY OTHER SERVICES]
Order
marketing
space,
time,
or other means to be used for publication of
the Company’s marketing
, at all times endeavoring to secure the most efficient and advantageous rates available.
Proof for accuracy and completeness of insertions, displays, broadcasts, or other forms of
marketing
.
Audit invoices for space, time, material preparation and charges.
Products
The Company’s engagement shall relate to the following products and services of the Company:
[SPECIFY Products].
Exclusivity
The Agency shall be the [Exclusive or Non-Exclusive] marketing agency in the [State/Province] of [State/PROVINCE] for the Company with respect to the products described in Section 2 above.
Compensation
The
Agency shall receive an amount equal to
[Commission Rate]
of the gross charges levied by media for
marketing initiatives
placed therewith by
the
Agency pursuant to this Agreement
, including
the charges of suppliers of services, purchased by
the
Agency on
the
Company’s
authorization during the term of this Agreement
,
provided that
n
o percentage will be added to
the
Agency
’s
charges for packing, shipping, express, postage, telephone, telex, fax, travel expenses and other out of pocket expenses of Agency personnel
.
For those items where
the
Agency is not compensated on a commission basis,
the Company
shall pay
the
Agency on an hourly basis for services provided hereunder. The rate will be determined by the type of services provided and the person or persons providing such services, but in no event shall the rate exceed
[Maximum Hourly Rate]
per hour.
The Company
may elect in advance to be charged on this hourly rate basis. If
the Company
fails to notify
the
Agency of its choice, it shall be presumed that
the Company
elected to be charged on an hourly rate basis.
If
the
Agency undertakes, at
the Company’s
request
,
subject to
the Company’s
prior approval, special projects such as those described in Section 1
(e)
above,
the
Agency shall prepare an estimate of total charges for any such special project, including therein any charges for materials or services purchased from outside sources. In the event that
the Company
elects to proceed with the special project based upon
the
Agency's estimated cost,
the
Agency shall perform the services with respect to such special project at its estimated cost, subject to modification as mutually agreed by the parties.
For any special project or other services provided by
the
Agency pursuant to this Agreement upon which the parties have not agreed as to charges,
the Company
shall pay
the
Agency at its regular hourly rates, not to exceed [
Amount
] per hour.
The Company
shall not be obligated to reimburse
the
Agency for any travel or other out-of-pocket expenses incurred in the performance of services pursuant to this Agreement unless expressly agreed by
the
Company
in advance.
Billing
The
Agency shall invoice
the Company
for all media costs where possible in advance of
the
Agency's payment date to allow for prepayment by the
Company
so that
the Company
may receive the benefit of any available prepayment or similar discount. For any media purchase or service for which
the
Agency is not entitled to a commission,
the
Agency shall ensure that the charges to
the Company
are net of all agency commissions and discounts.
Charges for production materials and services shall be billed by
the
Agency upon completion of the production job
,
or, if cash discounts are available, upon receipt of the supplier's invoice.
On all outside purchases other than for media,
the
Agency shall attach to the invoice proof of the supplier's charges.
All cash discounts on
the
Agency's purchases including, but not limited to,
digital
media, art
and
printing, shall be available to
the Company
, provided that
the Company
meets
the
Agency's requisite billing terms and there is no outstanding indebtedness of
the Company
to
the
Agency at the time of the payment to the supplier.
Rate or billing adjustments shall be credited or charged to
the Company
on the next following regular invoice date or as soon as otherwise practical.
Invoices shall be submitted in an itemized format and shall be paid by
the Company
within [NUMBER] days of the invoice date.
Competitors
During the term of this Agreement, the Agency [May Not] accept employment from, render services to, represent or otherwise be affiliated with any person, firm, corporation or entity in connection with any product or service directly or indirectly competitive with or similar to any product or service of the Company with respect to which the Agency is providing any service pursuant to this Agreement.
Cost Estimates
The Agency shall not commence work on any project pursuant to this Agreement without first estimating costs for preparation, including copy, service, layout, art, typography, processing, and production. After determining the estimated cost, completion of the work shall be subject to the Company’s prior approval.
Audit Rights
The Agency agrees that following reasonable prior notice, any and all contracts, agreements, correspondence, books, accounts and other information relating to the Company’s business or this Agreement shall be available for inspection by the Company and the Company’s outside accountants, at the Company’s expense.
Ownership and Use
The
Agency shall
e
nsure, to the fullest extent possible under law, that
the Company
shall own
all
right, title and interest in and to, including copyrights, trade secret
s
,
patent
s
,
and other intellectual property rights, with respect to any copy, photograph,
marketing,
advertisement, music, lyrics, or other work or thing created by
the
Agency or at
the
Agency's direction for
the Company
pursuant to this Agreement and utilized by
the Company
.
Upon termination,
the Company
agrees that any
marketing
, merchandising, package, plan or idea prepared by
the
Agency and submitted to
the Company
(whether submitted separately or in conjunction with or as a part of other material) which
the Company
has elected not to utilize, shall remain the property of
the
Agency, unless
the Company
has paid
the
Agency for its services in preparing such item.
The Company
agrees to return to
the
Agency any copy, artwork, or other physical embodiment of such creative work relating to any such idea or plan which may be in
the Company’s
possession at termination or expiration of this Agreement.
Materials and
m
arketing
created by
the
Agency pursuant to this Agreement may be used by
the Company
outside
the [State/Province]
of
[State/PROVINCE]
without additional compensation, provided that
the Company
shall be responsible for any additional expense associated with such use, such as charges for translation and amounts due
to
talent.
Indemnification and Insurance
The
Agency shall indemnify and hold
the Company
harmless with respect to any claims, loss, suit, liability or judgment suffered by
the Company
, including reasonable attorney's fees and costs based upon or related to any item prepared by
the
Agency or at
the
Agency's direction, including, but not limited to, any claim of libel, slander, piracy, plagiarism, invasion of privacy, or infringement of copyright or other intellectual property interest, except where any such claim arises out of material supplied by
the Company
and incorporated into any materials or advertisement prepared by
the
Agency.
The
Agency agrees to procure and maintain in force during the term of this Agreement, at
the
Agency's expense, a
marketing
agency liability policy or policies having a minimum limit of at least
[Insurance Policy Amount]
, naming
the Company
as an additional insured and loss payee under such policy or policies.
The Company
agrees to indemnify and hold
the
Agency harmless with respect to any claims, loss, liability,
damage,
or judgment suffered by
the
Agency, including reasonable attorney's fees and court costs, which results from the use by Agency of any material furnished by
the Company
or where material created by Agency or at the direction of Agency subject to the indemnification in subsection
(a)
above is materially changed by
the Company
. Information or data obtained by
the
Agency from
the Company
to substantiate claims made in
marketing
shall be deemed to be "material furnished by
the
Company
to
the
Agency
.
"
In the event of any proceeding,
litigation,
or suit against
the Company
by any regulatory agency or in the event of any court action or other proceeding challenging any
marketing
prepared by
the
Agency,
the
Agency shall assist in the preparation of the defense of such action or proceeding and cooperate with
the Company
and
the Company’s
attorneys.
Term
The term of this Agreement shall commence on [Start Date] and shall continue in full force and effect until terminated by either party upon at least [NUMBER] days prior written notice, provided that in no event (except breach) may this Agreement be terminated prior to [Earliest End Date]. The rights, duties and obligations of the parties shall continue in full force during or following the period of the termination notice until termination, including the ordering and billing of marketing in media whose closing dates follow then such period.
Rights Upon Termination
Upon termination of the Agreement,
the
Agency shall transfer,
assign,
and make available to
the Company
all property and materials in
the
Agency's possession or subject to
the
Agency's control that are the property of
the Company
, subject to payment in full of amounts due pursuant to this Agreement
.
Upon termination,
the
Agency agrees to provide reasonable cooperation in arranging for the transfer or approval of third part
ies’
interest in all contracts, agreements and other arrangements with
marketing
media, suppliers, talent and others not then utilized, and all rights and claims thereto and therein, following appropriate release from the obligations therein.
Default
In the event of any default of any material obligation by or owed by a party pursuant to this Agreement, then the other party may provide written notice of such default, and if such default is not cured within [NUMBER] days of the written notice, then the non-defaulting party may terminate this Agreement.
Notices
Any notice required by this Agreement or given in connection with it shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services.
If to the Company:
ATTN. [NAME],
[YOUR COMPANY NAME],
[YOUR COMPLETE ADDRESS],
[YOUR PHONE NUMBER]
If to the Agency:
ATTN. [NAME],
[YOUR COMPANY NAME],
[YOUR COMPLETE ADDRESS],
[YOUR PHONE NUMBER]
Headings
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
Final Agreement
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.
Governing Law
This Agreement shall be construed and enforced in accordance with the laws of the [State/Province] of [State/PROVINCE].
IN WITNESS WHEREOF, the parties hereto have executed this Marketing Agency Agreement as of the date first above written.
COMPANY AGENCY
Authorized Signature Authorized Signature
Print Name and Title Print Name and Title