Legal Agreement

Client Agreement Sample

Advertising Agency Agreement

This Advertising Agency Agreement (“Agreement”) is made and effective _________________, by and between CLIENT, (“herein after called as Advertiser”) and Vivid Labs, (“herein after called as Agency”).

Legal Status and Business of Advertiser
The CLIENT is a LLC duly organized, validly existing, and in good standing under the laws of the State of Colorado. The CLIENT has its principal office and place of business at ADDRESS, _________________, _________________ _________________. The Advertiser is in the business of Professional Services and in order to fully advertise such business desires to obtain the assistance and representation of the Vivid Labs.

Legal Status and Business of Agency
The Agency is a LLC duly organized under the laws of the State of Colorado. The Agency has its principal office and place of business at _________________, _________________, Colorado _________________. The Vivid Labs is in the business of assisting and representing its clients on advertising matters, including the preparation of advertising material and the obtaining of media space or time to present such advertising. Vivid Labs provides advertising agency services for fee.

CLIENT desires to engage Vivid Labs to render, and Vivid Labs desires to render to CLIENT, certain advertising agency services, all as set forth.

Products or Services to Be Advertised
The products or services which are to be advertised include: Marketing services.

Appointment of Agency
CLIENT agrees to retain and appoint the Vivid Labs to represent CLIENT in carrying out CLIENT’s advertising program, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained the parties hereto agree as follows:

1. Agency Services
Vivid Labs agrees to act as CLIENT’s advertising representative and to perform, upon authorization by CLIENT, any or all of the following services to the extent necessary to meet CLIENT’s needs:

a. Study and analyze CLIENT’s business and products or services and survey the market therefore.
b. Develop an advertising program designed to meet CLIENT’s needs and budgetary limitations.
c. Counsel CLIENT on his overall merchandising program or make plans therefore.
d. Determine and analyze the effect of the advertising used.
e. Plan, create, write, and prepare layouts and the actual copy to be used in advertisements of all types.
f. Analyze all advertising media to determine those which are most suitable for use by CLIENT.
g. Make contracts with the advertising media for space or time and with others to effectuate the advertising program and obtain the most favorable terms and rates available.
h. Check and follow up on all contracts with the various media for proper performance in the best interests of the Advertiser, including the appearance, accuracy, date, time, position, size, extent, site, workmanship, and mechanical reproduction, as appropriate to the advertisements used.
i. Negotiate, arrange, and contract for any special talent required and for all photography, models, special effects, layouts, and art work, and for all printing, including any required engravings, electrotypes, typography, and any other necessary technical material for use in the advertising program.
j. Make timely payments to all persons or firms supplying goods or services in connection with the advertising program.
k. Advise and bill CLIENT for all remittances made by the Agency for the Advertiser’s account and maintain complete and accurate books and records in this regard.
l. Cooperate with CLIENT and CLIENT’s other representatives with regard to achieving the best possible tax advantages to CLIENT with respect to advertising expenditures.
m. Insert the appropriate __________’s copyright notice on all advertising material prepared for any publication.

2. Products
Vivid Labs’s engagement shall relate to the following products and services of CLIENT: Marketing services

3. Prior Approval of Advertiser
Vivid Labs shall not incur any obligations or provide any services for CLIENT’s account without first obtaining written approval therefore from CLIENT or any other person designated by CLIENT in writing. In order to obtain CLIENT’s approval, Vivid Labs shall submit written proposals to CLIENT, containing full descriptions of the proposed advertisements and estimates of the cost of the obligations or services involved, including media costs, cost of preparation of the advertisements, costs of production, and any additional costs, such as travel, mailing, postage, and similar items.

4. Exclusivity
Agency shall be the exclusive advertising agency in the U.S. for CLIENT with respect to Marketing services.

5. Advertising Costs and Expenditures
a. CLIENT shall reimburse Vivid Labs for all costs incurred and expenditures made on behalf of CLIENT for approved advertising, except as specifically provided herein and, in addition, CLIENT shall compensate Vivid Labs for services rendered.
b. CLIENT shall pay Vivid Labs for its direct costs of mailing, packaging, shipping, taxes and duties, and telephones and telegrams incurred by Vivid Labs in connection with the performance of this Agreement.
c. CLIENT shall pay all of Vivid Labs’s costs for any necessary traveling done on behalf of CLIENT. Vivid Labs must secure CLIENT’s approval prior to incurring any expense for travel on behalf of CLIENT.
d. In the event media or other charges increase or decline after Vivid Labs has submitted an estimate, CLIENT shall pay for such increase or be given a credit for such reduction, as the case may be.

6. Agency’s Compensation.
a. Vivid Labs shall receive a commission of 10-15 of the gross charges made by the advertising media for time or space used by CLIENT, except with respect to outdoor advertising for which Vivid Labs’s commission shall be 5 of the gross charges.
b. Vivid Labs shall receive a commission of 3-5 of the charges made by third parties with whom Vivid Labs has contracted for products or services which are to be used to implement the advertising proposals approved by CLIENT.
c. For those items where Vivid Labs is not compensated on a commission basis, CLIENT shall pay Vivid Labs on an hourly basis for services provided hereunder.
d. In the event of special projects, Vivid Labs 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 CLIENT elects to proceed with the special project based upon Vivid Labs’s estimated cost, Vivid Labs shall perform the services with respect to such special project at its estimated cost, subject to modification as mutually agreed by the parties.
e. CLIENT shall not be obligated to reimburse Vivid Labs for any travel or other out-of-pocket expenses incurred in the performance of services pursuant to this Agreement unless expressly agreed by CLIENT in advance.

7. Billing
a. Vivid Labs shall bill CLIENT in conformity with the standards recommended by the American Association of Advertising Agencies and on Vivid Labs’s standard forms.
b. Vivid Labs shall bill CLIENT from time to time as necessary to take advantage of cash discounts provided by the media and other third-party suppliers. Bills estimating the costs involved may be preliminarily used, but final, detailed bills, supported by invoices of charges of third parties and showing all adjustments and credits, will be submitted to CLIENT as soon as available.
c. Vivid Labs’s bills shall indicate the amount of media commissions involved and the adjustments thereof necessary to bring them into conformity with this Agreement. The amount of cash discount allowed to Vivid Labs by third-party suppliers will be credited to CLIENT provided that payment is made to Vivid Labs in accordance with the specific discount terms contained in Vivid Labs’s bills to CLIENT, and provided further that the Advertiser is not in default in payment of any amounts due to Vivid Labs.

8. Indemnification and Insurance
CLIENT shall indemnify and hold the Vivid Labs harmless from and against any and all claims, liabilities, or damages arising from the preparation or presentations of any advertising covered by this Agreement including the costs of litigation and counsel fees.

Vivid Labs agrees to procure and maintain in force during the term of this Agreement, at Vivid Labs’s expense, an advertising agency liability policy or policies having a minimum limit of at least $500,000.00, naming CLIENT as an additional insured and loss payee under such policy or policies.

9. Term and Termination
The term of this Agreement shall commence on _________________ and shall continue in full force and effect until terminated by either party upon at least 60 days prior written notice. 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 advertising in media whose closing dates follow then such period. On receipt of notice of termination, Vivid Labs shall not commence work on any new advertisements, but it shall complete and place all advertisements previously approved by CLIENT. All other rights and duties of the parties shall continue during the notice period and CLIENT shall be responsible to Vivid Labs for the payment of any contract obligation incurred with third parties during this period.

In the event CLIENT or Vivid Labs desires to terminate all work in progress on advertisements commenced before receipt of notice of termination, it may be so agreed upon the parties’ mutual consent and determination of the compensation to be received by Vivid Labs for partially completed work.

10. Assignment of Contracts
Vivid Labs shall assign to CLIENT all of its rights in contracts, agreements, arrangements, or other transactions made with third parties for CLIENT’s account, effective on the date of termination or on such other date as may be agreed upon by the parties; and CLIENT shall assume all obligations and hold Vivid Labs harmless from all liability there under. In the event any such contract is nonassignable and consent to assignment is refused, or Vivid Labs cannot obtain a release from its obligations, Vivid Labs shall continue performance thereof, and CLIENT shall meet its obligations to the Vivid Labs as though this Agreement had not been terminated.

11. Disposition of Property and Materials
All plans, preliminary outlines, sketches, copy, and all other property and materials which are produced by reason of the terms of this Agreement shall be the property of the Advertiser as soon as payment has been made therefore. Upon termination of this Agreement, all such property and materials shall be the property of Vivid Labs unless CLIENT pays therefore in accordance with the terms of this Agreement even though CLIENT or another party has physical possession thereof.

12. Competitors
During the term of this Agreement, Vivid Labs 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 CLIENT with respect to which the Vivid Labs is providing any service pursuant to this Agreement.

13. Cost Estimates.
Vivid Labs shall not commence work on any project pursuant to this Agreement without first estimating costs for preparation, including copy, service, layout, art, engraving, typography, processing, and paste up and production. After determining the estimated cost, completion of the work shall be subject to CLIENT’s prior approval.

14. Audit Rights.
Vivid Labs agrees that following reasonable prior notice any and all contracts, agreements, correspondence, books, accounts, and other information relating to CLIENT’s business or this Agreement shall be available for inspection by CLIENT and CLIENT’s outside accountants, at CLIENT’s expense.

15. Ownership and Use
Vivid Labs shall insure, to the fullest extent possible under law, that CLIENT shall own any and all right, title and interest in and to, including copyrights, trade secret, patent, and other intellectual property rights, with respect to any copy, photograph, advertisement, music, lyrics, or other work or thing created by Vivid Labs or at Vivid Labs’s direction for CLIENT pursuant to this Agreement and utilized by CLIENT.

16. 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 30 days of the written notice, then the non-defaulting party may terminate this Agreement.

17. Force Majeure
If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

18. Arbitration
Any controversies or disputes arising out of or relating to this Contract shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Contract. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Contract or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Contract.

19. 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.

20. Legal Construction
In the event any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect any other provision. This Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in it.

21. Parties Bound
This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, executors, administrators, legal representatives, successors and assigns as permitted by this Agreement.

22. Governing Law
This Agreement shall be construed and enforced in accordance with the laws of the state of Colorado.

23. Attorneys’ Fees
If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled.

24. SIGNATORIES.
This Agreement shall be signed by _________________, VP/Director of Marketing/CMO/CEO on behalf of CLIENT and by Dan Russell, CEO on behalf of Vivid Labs.
IN WITNESS WHEREOF, the parties hereto have executed this Advertising Agency Agreement.