This basic two-page Internet Advertising Agreement is designed for small businesses that want to have smth simple in place that doesn’t scare off the other party and is fair to everybody involved. In this contract, Company agrees to manage Client’s online advertising campaign via services such as Google AdWords, Bing Ads, etc.
Here it is in a PDF format.
Key features:
- If payment in full is not received, Company may suspend or terminate all Internet advertising and related services.
- Client agrees to assume full responsibility and liability for the content of its advertisement.
- Company does not endorse in any way the representations in Client’s ads.
- Company does not guarantee that the advertising campaign will be a success.
- All disputes shall be resolved via arbitration instead of court, to save time and money for both parties.
INTERNET
ADVERTISING AGREEMENT
This Agreement is entered into between ______________ (hereinafter
referred to as “Client”) and ___________________________ (hereinafter referred to as “Company”).
1. Services. Company shall manage, operate, modify as needed and maintain Client’s Internet advertising campaign via online services such as Google AdWords and Bing Ads.
2. Payment. In addition to
advertising expenses incurred, Client shall pay, within fifteen (15) days
following the end of each month, to Company the greater of
the following:
a.
Flat Fee of $_______ per month, OR
b.
Commission of three percent (3%)
of every transaction with each referred customer for the life of such customer
plus $30 per qualified lead. A lead is qualified if a prospective referred
customer with a demonstrated interest in the Client’s product or service has
successfully established communication with the Client. Client’s obligation to
pay Commission for the life of each referred client continues after the
termination of this Agreement.
If payment in full is not received by Company
according to the
terms of this Agreement, Company may suspend or terminate all Internet advertising
and related services.
3. Term and
Termination. This Agreement shall
remain in effect
for a period
of three (3)
months from the date hereof (the “Term”) and shall
automatically renew for another Term unless terminated by either party upon ten
(10) days notice prior to the end of the respected Term. Notwithstanding the foregoing, this Agreement
shall be subject to cancellation by either party in the event of a
material breach by the other party, which breach is not
cured within ten (10) days of the party seeking to cancel the Agreement
providing written notice of such material breach to the other
party and such other party failing to cure the breach within said period. The written notice shall
provide specific details
of the breach which resulted in the sending of
the written notice
of cancellation.
4. Content. Client agrees to assume full responsibility
and liability for the content of its advertisement. Company is not responsible for, and in no way
warrants, guarantees, or ratifies, the representations made or implied in
Client’s content.
5. Limitation of
Liability. Client acknowledges that online advertising results depend on
continuously updated search engine algorithms and numerous other factors beyond
the control of Company. Therefore, Company
does not guarantee or warrant any results or that the services will meet
Client’s expectations or requirements. In no event shall Company or its agents,
officers, or employees, or any affiliated company, or any agent, officer, or
employee of any such company, be liable for incidental or consequential damages
of any kind, including but not limited to, loss of revenue or profits whether
resulting from breach of contract, negligence, or otherwise.
Any liability of Company, including, without limitation, any
liability for damages caused or allegedly caused by any failure of performance,
error, omission, interruption, deletion, delay of operation or transmission,
communications line failure, theft or destruction of, or unauthorized access
to, alteration of, or use of records, shall be strictly limited to the amounts
actually paid by Client to Company in the two (2) months before the claim
arose.
6. Indemnification. Client shall indemnify, defend and hold Company,
its agents, employees and affiliates harmless against and in respect to any and
all claims, demands, losses, costs, expenses, obligations, liabilities,
damages, recoveries, and deficiencies, including without limitation, interest,
penalties, and attorneys’ fees, that Company shall incur or suffer, which
arise, result from or relate to any advertising, or action taken or omitted, or
representation made by the Client.
7. Relationship
between Parties. The relationship between the parties is intended to be, and is
to be construed as, that of independent contracting parties only and not that
of employment, partnership, joint venture, agency or any other association
whatsoever. Neither party will have the power to bind the other party or to
incur any obligations on its behalf, without the other party’s prior consent.
8. Governing Law and
Non-Waiver. This Agreement and any dispute or claim arising out of, or related
to it, its subject matter or formation shall be governed by and construed in
accordance with the laws of the State of ____________ . Enforcement of this
Agreement is solely in the parties’ discretion, and failure to enforce the Agreement
in some instances does not constitute a waiver of right to enforce in other
instances.
9. Arbitration. Any dispute, controversy or claim arising out
of or related to this Agreement shall, upon the request of either party
involved, be submitted to and settled by binding arbitration in ______________________,
pursuant to the rules then in effect of the American Arbitration Association
(or at any other place or under any other form of arbitration mutually
acceptable to the parties so involved).
Any award rendered shall be final and conclusive upon the parties and a
judgment thereon may be entered in the highest court of the forum, State or
Federal, having jurisdiction. The
expenses of the arbitration shall be borne equally by the parties to the
arbitration, provided that each party shall pay for and bear the cost of its
own experts, evidence and counsel. Parties
understand that this clause means they waive their right to sue in court and
have a jury trial.
10. Severability and
Assignment. If any provision of this
Agreement is held by any court to be invalid, void, or unenforceable, the
remaining provisions of this Agreement shall continue in full force and
effect. The
parties may not assign this Agreement or any rights or obligations hereunder,
by operation of law or otherwise, without prior written consent of the other
party.
11. Entire Agreement. The terms and conditions of this Agreement
supersede any previous agreement, statement of terms and conditions, or
understanding between Client and Company.
All representations or promises relied upon in executing the Agreement
are included in the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
COMPANY:
By:
_____________________________
Name/Title:
_______________________
Date:____________________________
|
CLIENT:
By:
_________________________________
Name/Title:
__________________________
Date:
________________________________
|
