Agreement between a
Company and an Advertising Agency
Advertising Agreement
THIS AGREEMENT executed on this……………..day of
20... at ………….between:
M/s. …….. Manufactures Ltd., a company
incorporated under Companies Act, 1956 and having its registered office
at…………….. here in after referred to as "the Company" through its
Director Mr. ……………. (Which expression shall, unless it be repugnant to the
context or meaning thereof, be deemed to mean and include its successors and
assigns) of the FIRST PART.
and
M/s. XY Advertising Agency, a partnership firm registered under the Partnership Act, 1932 and having its registered office at ........ here in after referred to as "the Agency" through its Partner Mr. ………… (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include every partner for the time being of the said firm, the survivor or survivors or the legal representatives, executors or administrators of the last survivor) of the OTHER PART.
WHEREAS the company is manufacturer of various
plastic and fiber products like Office Stationeries, Furniture, kitchen
utensils, electronic gadget cabinets etc. hereinafter referred to as "the
said products" and desirous to engage the services of an advertising
agency for the purpose of advertisement of their products in India and abroad.
AND WHEREAS the Agency has agreed to act as
advertising agents for the company on the terms and conditions hereinafter
mentioned.
NOW IT IS HEREBY AGREED BETWEEN THE PARTIES AS
FOLLOWS:
1. The company appoints the Agency to advertise the
said products in the newspapers, magazines, journals, cinema slides, video
magazines, radio, television or public hoardings as may be determined by the
parties.
2. The Agency shall submit the estimate of cost and
method and period of the advertisement to the company and after the said
estimate and methods of advertisements is approved by the company in writing,
the advertisements will be released to the concerned newspapers, magazines,
television centre, etc.
3. The Agency shall be responsible for preparing
all the material for advertising, publicity including art work, photography,
cinematography, documentary films, drawing, engraving, advertising writing,
preparation of video films for T.V. advertisements and video magazines and if
the said works are got done by the Agency at its own office with the help of
its employees, the company shall pay for the same at the market rates and
settled between the parties. If the said works are got done through outside
agencies, the company shall pay all expenses incurred by the Agency for getting
the work done through outside agencies.
4. The company shall pay to the Agency . ……………..per
cent above the cost and other expenses incurred by the Agency in this behalf as
its commission.
5. The Agency will be responsible for advertising
the said products in India and other countries of the world, wherever the said
products are exported or the company proposes to export its products.
6. Whenever the company manufactures any new
product and launches the same in the market for sale, the Agency shall
undertake special advertisement campaign for the said new product in
consultation with the company.
7. The Agency will not act as Advertisement Agent
of any company/person, who is manufacturing similar products and who are
competitors of the company.
8. The Agency shall observe the laws applicable and
the rules or code of conduct of advertisers associations, association of
newspapers or rules prescribed by television and radio.
9. The Agency shall submit a weekly report to the
company showing in detail the advertisements given regarding each of the said products
separately and showing the dates, the timing of appearance of the
advertisements, the names of newspapers/channel of TV given during the previous
week. The report shall also accompany the cutting of
newspapers/journals/magazines/clippings of T.V. Programme published/broadcast
of the products.
10. The Agency will not infringe any copyright of any person/company
while displaying or publishing any advertisement of the company.
11. The Agency shall indemnify and keep indemnified the company against any loss, claims, demands, actions, proceedings, damages, costs, charges and expenses which may be made or brought or commenced against the company for any act contrary to the provisions of this Agreement or due to or resulting from the breach of any agreement between the Agency and any newspaper/T.V. or any other person relating to the advertisement of the products of the company.
12. The company shall indemnify and keep indemnified the Agency
against any loss, claims, demands, actions, proceedings, losses, damages,
costs, charges and expenses which may be made or brought or commenced against
the Agency for the publication of any advertisement of the company, which has
been prepared on the basis of the material furnished by the company.
13. The company's budget for advertisement is Rs . ……………..crores per
year, and the company agrees and undertakes that it shall get the advertising
of its products done through the Agency.
14. 14. This agreement shall be for a period of one year from the date
of these presents. However, any party may terminate this agreement before the
period of one year by giving two months notice in advance to the other party.
In case the Agency commits a breach of any covenant herein contained, the
company is entitled to terminate the agreement by giving one week's notice.
15. On the termination of the agreement, all the advertisement
material in the possession of the Agency will be returned to the company forthwith
and will not be used by the Agency for any other purpose or persons.
16. The Agency shall submit bill to the company every month for the
expenses incurred by it in advertising and the company shall pay the bill
within a period of 10 days of the submission of the bill there for. The
commission payable to the Agency shall be payable on the gross value of the
work done or undertaken on behalf of the company and shall be paid along with
the payment of bill of cost and expenses submitted by the Agency.
17. The Agency shall also charge service tax on their bills at the rates applicable from time to time.
18. The Agency shall advise the company of the most up to date, decent
and profitable mode of advertisements at moderate
19. The company shall Endeavour to keep the agency with sufficient
funds to pay the expected charges for advertisement.
20. All disputes between the
parties hereto arising out of this Agreement or in relation thereto or
regarding the interpretation of this Agreement, shall be referred to an
arbitrator appointed by the Indian Council of Arbitration, New Delhi and the
provisions of the Indian Arbitration and Conciliation Act, 1996 or any
statutory modification thereof shall be applicable to such reference.
IN WITNESS WHEREOF the parties hereto have
signed this Agreement on the day and year first above written.
WITNESSES
1 The Company
For ………………… Ltd.
(………………………)
Director
2. The Agency
For …………………. Agency
(………………………)
Partner
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