CommonDenominator Agency of Record Agreement
This Advertising Agency Agreement (“Agreement”) is made and effective MONTH, DD, YYYY, by and between COMPANY NAME, (“herein after called as Advertiser”) and CommonDenominator.email, (“herein after called as Agency”).
Legal Status and Business of Advertiser
The COMPANY NAME is a COMPANY TYPE Company duly organized, validly existing, and in good standing under the laws of the State of New York. The COMPANY NAME has its principal office and place of business at STREET ADDRESS, CITY, STATE, ZIP. The Advertiser is in the business of Online Advertising and in order to fully advertise such business desires to obtain the assistance and representation of the CommonDenominator.email.
Legal Status and Business of Agency
The Agency is a Limited Liability Company duly organized under the laws of the State of New York. The Agency has its principal office and place of business at 12 Prospect St, New Paltz, New York 12561. The CommonDenominator.email is in the business of assisting and representing its clients on digital advertising matters and email marketing management including the preparation of advertising material and the obtaining of media space or time to present such advertising. CommonDenominator.email provides advertising agency services for fee.
COMPANY NAME desires to engage CommonDenominator.email to render, and CommonDenominator.email desires to render to COMPANY NAME, certain advertising agency services, all as set forth.
Products or Services to Be Advertised
The products or services which are to be advertised include: _________________.
Appointment of Agency
COMPANY NAME agrees to retain and appoint the CommonDenominator.email to represent COMPANY NAME in carrying out COMPANY NAME’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
CommonDenominator.email agrees to act as COMPANY NAME’s exclusive advertising and email marketing agency and to perform, upon authorization by COMPANY NAME, any or all of the following services to the extent necessary to meet COMPANY NAME’s needs:
a. Study and analyze COMPANY NAME’s business and products or services and survey the market therefore.
b. Develop an advertising program designed to meet COMPANY NAME’s needs and budgetary limitations.
c. Counsel COMPANY NAME 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 COMPANY NAME.
g. Monetize the COMPANY NAME email, mobile and web properties to increase revenue for the COMPANY NAME
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 COMPANY NAME 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 COMPANY NAME and COMPANY NAME’s other representatives with regard to achieving the best possible tax advantages to COMPANY NAME with respect to advertising expenditures.
m. Execute on the mutually agreed Statement of Work plan.
2. Products
CommonDenominator.email’s engagement shall relate to the following products and services of COMPANY NAME: _________________
3. Prior Approval of Advertiser
CommonDenominator.email shall not incur any obligations or provide any services for COMPANY NAME’s account without first obtaining written approval therefore from COMPANY NAME or any other person designated by COMPANY NAME in writing. In order to obtain COMPANY NAME’s approval, CommonDenominator.email shall submit written proposals to COMPANY NAME, 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 for COMPANY NAME.
5. Advertising Costs and Expenditures
a. COMPANY NAME shall reimburse CommonDenominator.email for all costs incurred and expenditures made on behalf of COMPANY NAME for approved advertising, except as specifically provided herein and, in addition, COMPANY NAME shall compensate CommonDenominator.email for services rendered.
b. COMPANY NAME shall pay CommonDenominator.email for its direct costs of mailing, packaging, shipping, taxes and duties, and telephones and telegrams incurred by CommonDenominator.email in connection with the performance of this Agreement.
c. COMPANY NAME shall pay all of CommonDenominator.email’s costs for any necessary traveling done on behalf of COMPANY NAME. CommonDenominator.email must secure COMPANY NAME’s approval prior to incurring any expense for travel on behalf of COMPANY NAME.
d. In the event media or other charges increase or decline after CommonDenominator.email has submitted an estimate, COMPANY NAME shall pay for such increase or be given a credit for such reduction, as the case may be.
6. Agency’s Compensation.
a. CommonDenominator.email shall receive a commission of 20% of the gross charges made by the advertising media for time or space used by COMPANY NAME. CommonDenominator.email shall receive a commission of 10% of the gross revenues made by the COMPANY NAME from the publishing opportunities introduced or developed by CommonDenominator.
b. CommonDenominator.email shall receive a monthly retainer of $10000 for consulting, execution, reporting and analysis of COMPANY NAME’s email and advertising program.
c. In the event of special projects, CommonDenominator.email 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 COMPANY NAME elects to proceed with the special project based upon CommonDenominator.email’s estimated cost, CommonDenominator.email shall perform the services with respect to such special project at its estimated cost, subject to modification as mutually agreed by the parties.
d. COMPANY NAME shall not be obligated to reimburse CommonDenominator.email for any travel or other out-of-pocket expenses incurred in the performance of services pursuant to this Agreement unless expressly agreed by COMPANY NAME in advance.
7. Billing
a. CommonDenominator.email shall bill COMPANY NAME a monthly retainer fee due on the 1st of each month. Following payment options can be utilized: online @ https://commondenominator.email/custom
Custom Projects H160 ( $ 20,000.00 for each month )
or via ACH or wire transfer:
CommonDenominator.email
12 Prospect St
New Paltz, NY 12561
tel 9143192824
fein 271324588
ach info
Ulster Savings Bank
226 Main St, New Paltz, NY 12561
routing number
221971264
account number
1500605580
8. Indemnification
COMPANY NAME shall indemnify and hold the CommonDenominator.email 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.
9. Term and Termination
The term of this Agreement shall commence on MONTH DD, YYYY and shall continue in full force and effect for a period of 1 year, after which it will automatically renew for a consecutive 1 year term unless cancelled by either party upon at least 30 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, CommonDenominator.email shall not commence work on any new advertisements, but it shall complete and place all advertisements previously approved by COMPANY NAME. All other rights and duties of the parties shall continue during the notice period and COMPANY NAME shall be responsible to CommonDenominator.email for the payment of any contract obligation incurred with third parties during this period.
In the event COMPANY NAME or CommonDenominator.email 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 CommonDenominator.email for partially completed work.
10. Assignment of Contracts
CommonDenominator.email shall assign to COMPANY NAME all of its rights in contracts, agreements, arrangements, or other transactions made with third parties for COMPANY NAME’s account, effective on the date of termination or on such other date as may be agreed upon by the parties; and COMPANY NAME shall assume all obligations and hold CommonDenominator.email harmless from all liability there under. In the event any such contract is nonassignable and consent to assignment is refused, or CommonDenominator.email cannot obtain a release from its obligations, CommonDenominator.email shall continue performance thereof, and COMPANY NAME shall meet its obligations to the CommonDenominator.email 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 CommonDenominator.email unless COMPANY NAME pays therefore in accordance with the terms of this Agreement even though COMPANY NAME or another party has physical possession thereof.
12. Competitors
During the term of this Agreement, CommonDenominator.email may 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 COMPANY NAME with respect to which the CommonDenominator.email is providing any service pursuant to this Agreement.
13. Cost Estimates.
CommonDenominator.email 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 COMPANY NAME’s prior approval.
14. Ownership and Use
CommonDenominator.email shall insure, to the fullest extent possible under law, that COMPANY NAME shall own any and all right, title and interest in and to, including copyrights, data, trade secret, patent, and other intellectual property rights, with respect to any copy, photograph, advertisement, music, lyrics, or other work or thing created by CommonDenominator.email or at CommonDenominator.email’s direction for COMPANY NAME pursuant to this Agreement and utilized by COMPANY NAME.
15. 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 90 days of the written notice, then the non-defaulting party may terminate this Agreement.
16. 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.
17. 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.
18. 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.
19. 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.
20. 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.
21. Governing Law
This Agreement shall be construed and enforced in accordance with the laws of the state of New York.
22. 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.
23. SIGNATORIES.
This Agreement shall be signed by _________________, _________________ on behalf of COMPANY NAME and by Chris Drazek, President on behalf of CommonDenominator.email.
IN WITNESS WHEREOF, the parties hereto have executed this Advertising Agency Agreement.
COMPANY NAME
__________________________________________ _______________________
By _________________, Its _________________ Date
COMMONDENOMINATOR.EMAIL
__________________________________________ _______________________
By Chris Drazek, Its President Date