Marketing

Advertising Agency Agreement

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ADVERTISING AGENCY AGREEMENT

Professional Marketing Services, Creative Production & Media Strategy

Preamble

Effective Date: Document created date* Client Company ("Client"): Client first and last name*, Client company*, located at Client address*. Agency Company ("Agency"): Sender first and last name*, [sender.company], located at [sender.address].
SENDER

Clause 1: scope of services

Agency will provide the advertising, marketing, creative, and media services described in this Agreement, applicable statements of work, approved briefs, and written campaign authorizations. The parties may refine timing, channel mix, budgets, and deliverable formats in writing as campaigns progress, provided those refinements do not conflict with the commercial terms below.
Core Service Category
Included Deliverables & Strategic Scope
Service Level Expectation (SLA)
Campaign Strategy & Development
Brand positioning, audience research, campaign messaging frameworks, channel recommendations, launch planning, and multi-channel rollout coordination
Bi-weekly strategy syncs
Creative Design & Production
Visual assets, ad copy, concept development, static and motion design, video production coordination, and production-ready creative files
Max 3 revision rounds per asset
Media Planning & Buying
Media mix planning, audience targeting, budget allocation, ad placement, publisher negotiations, insertion order support, and spend pacing oversight
Monthly spend reconciliation
Digital & Social Media Management
Content scheduling, channel publishing support, community monitoring coordination, paid social campaign management, and optimization recommendations
Weekly performance reports
Analytics & Market Research
A/B testing support, conversion tracking review, dashboard interpretation, market trend review, and quarterly insight summaries
Dashboard updates
Operational service assumptions
  • Client will provide timely approvals, brand assets, legal disclaimers, access credentials, and product or campaign information needed for delivery.
  • Revision limits apply per deliverable unless a statement of work states a different review cycle or approval path.

Clause 2: compensation and payment structure

Client will pay Agency a recurring monthly retainer for ongoing core services and separate project-based fees for campaign work, production, or special initiatives that fall outside the monthly retainer scope. Compensation terms should be completed and confirmed before work begins.
  • Monthly Retainer Fee: $5,000, payable within 30 days of invoice date for ongoing core services.
  • Project/Campaign Add-Ons: Additional project-based fees will be documented in mutually approved written statements of work, estimates, or change orders.
  • Out-of-Pocket Expense Reimbursement: Reimbursable direct costs, including third-party media spend, stock footage, specialized software licenses, rush couriers, talent fees, and approved vendor costs, are payable by Client when pre-approved in writing.
Expense Category
Management Fee / Markup
Billing Cycle
Direct Paid Ads (Google/Meta/TikTok)
Net spend + 10% Agency Admin Fee
Upfront / Bi-monthly
Third-Party Production & Talent
Pass-through cost (at cost)
Pre-approved per campaign
Billing mechanics
  1. Retainer invoices are issued monthly in advance unless the parties agree otherwise in writing.
  2. Project invoices may be issued on signature, by milestone, on delivery, or under the payment schedule stated in the applicable statement of work.
  3. Media, production, talent, platform, and publisher costs may be invoiced in advance where prepayment is required to secure placement or production windows.

Clause 3: term and automatic renewal

The initial term of this Agreement commences on October 1, 2026 and continues for 12 months. This Agreement renews automatically for successive 12-month terms unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

Clause 4: ownership and creative material use

Upon Agency's receipt of full payment for the applicable services, final deliverables created specifically for Client under this Agreement become Client's exclusive property, including approved final designs, final ad copy, final campaign concepts, and final production assets identified for transfer. Until full payment is received, all deliverables remain licensed to Client on a limited, revocable basis for internal review and approval.
  • Agency retains ownership of all pre-existing materials, templates, proprietary tools, production methods, know-how, processes, pitch materials, working files not designated for delivery, and any generalized ideas or techniques that do not contain Client Confidential Information.
  • If a deliverable includes third-party materials, stock assets, fonts, music, software, platform tools, or licensed components, Client receives only the rights that Agency is permitted to pass through under the relevant third-party license terms.
  • Client grants Agency a non-exclusive, royalty-free license to display completed campaign materials, campaign results, Client name, and approved logos in Agency portfolio samples, case studies, award submissions, presentations, proposals, website galleries, and social promotional channels, unless Client gives written notice of a specific confidentiality restriction.

Clause 5: confidentiality and data protection

Each party will keep confidential and will not disclose to any third party, except as required to perform this Agreement, any non-public business, technical, financial, creative, or operational information received from the other party. Confidential Information includes trade secrets, campaign briefs, audience data, customer lists, product roadmaps, pricing, unreleased creative, access credentials, reporting exports, and campaign performance metrics.
  • Each party will use the other party's Confidential Information only for the purpose of performing or receiving services under this Agreement.
  • Agency may share Confidential Information only with employees, contractors, and approved vendors who need that information to perform the services and who are bound by confidentiality obligations at least as protective as those in this Agreement.
  • The receiving party will apply reasonable administrative, technical, and organizational safeguards to protect Confidential Information from unauthorized access, misuse, loss, or disclosure.
  • Confidentiality obligations survive expiration or termination of this Agreement for 3 years, except trade secret obligations survive for so long as the information remains a trade secret under applicable law.

Clause 6: termination and cure period

Either party may terminate this Agreement for convenience by giving at least 30 days' written notice to the other party. Either party may terminate immediately for material breach if that breach remains uncured for 15 days after written notice describing the breach in reasonable detail.
  • On termination, Client will pay Agency for all services performed through the termination date, all approved work in progress, all approved third-party costs, and all non-cancelable media, production, talent, software, and vendor commitments made before the effective termination date.
  • Agency will use commercially reasonable efforts to stop or reduce future external costs after receiving a valid termination notice, but Agency is not responsible for charges that cannot be cancelled, refunded, or reversed under vendor or platform terms.
  • If Client terminates for convenience, any prepaid retainer amounts apply to services rendered and approved commitments first, with any remaining undisputed balance handled under the invoicing reconciliation process.

Clause 7: governing law

This Agreement is governed by the laws of New York, without regard to conflict of law rules. Before either party files a court action or arbitration demand, the parties will first attempt in good faith to resolve the dispute through executive-level discussion and then through mandatory mediation in New York, New York.

Clause 8: miscellaneous

  • Neither party may assign this Agreement without the other party's prior written consent, except to an affiliate or successor in connection with a merger, sale of substantially all assets, or corporate reorganization.
  • No waiver is effective unless in writing. A delay in enforcing a right does not waive that right.
  • If any provision of this Agreement is held unenforceable, the remaining provisions remain in effect and the invalid provision will be interpreted as closely as possible to its original commercial intent.
  • Notices under this Agreement must be sent to the business contacts and addresses designated by the parties, including updated notice details delivered in writing.

Clause 9: entire agreement

This Agreement, together with any statements of work, change orders, insertion orders, campaign approvals, and written amendments signed by both parties, is the entire agreement between the parties on the subject matter here and supersedes all prior verbal or written marketing proposals, negotiations, discussions, and agreements relating to that subject matter.

Executive authorization and sign-off

The undersigned certify that they are authorized to bind their respective organizations to this Advertising Agency Agreement.
Agency authorized sign-off
On behalf of [[sender.company]]
SENDER
Printed Name: Agency signatory name* Title: Agency signatory title* Company: [sender.company] Date: Agency signature date*
SENDER
Client authorized sign-off
Accepted by Client
Printed Name: Client signatory name* Title: Client signatory title* Company: Client company name* Date: Client signature date*

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Evoke Strategy
Uffizio
Charge&Go
Aktiv
Story99
Scribd
Prolexity
Hero
Accenture
Vyapar
Storyboard Films
Infosys
TCS
FinoWorks Technologies
Growlity
Evoke Strategy
Uffizio
Charge&Go
Aktiv
Story99
Scribd
Prolexity
Hero
Accenture
Vyapar
Storyboard Films
Infosys
TCS
FinoWorks Technologies
Growlity

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