Agreement Between A Company And An Advertising Agency - Legal Draft

ADVERTISING

AGREEMENTTHIS 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 PARTandM/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 or 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.

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 moderate19.

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.WITNESSES1

The CompanyFor Ltd.()Director2.

The AgencyFor

. Agency()Partner