Client-Friendly Advertising Services Agreement Template

In this Agreement, the following capitalized terms have the meanings set out below, and the rules of interpretation in the final clause of this Section apply throughout.

"Advertisement" means any advertising, promotional or marketing content, in any form or medium now known or later devised, including text, copy, graphics, images, audio, video, interactive and digital content, slogans, taglines, layouts and designs, created, adapted or produced by or on behalf of the Agency for the Client under this Agreement.

"Approved Budget" means, for a Campaign, the maximum aggregate amount, expressed in [Currency], approved in writing by the Client in the Approved Campaign Plan, comprising the Agency Fees, Media Costs and Third-Party Costs for that Campaign, and any revision thereof approved in writing by an Authorized Client Representative in accordance with this Agreement.

"Approved Campaign Plan" means a Campaign Plan that has been approved in writing by an Authorized Client Representative, together with any amendment approved in writing in accordance with this Agreement.

"Authorized Client Representative" means the individual(s) identified by the Client in writing as authorized to give approvals, instructions and consents on behalf of the Client under this Agreement, being initially [Name(s) and Title(s)].

"Agency Fees" means the fees payable to the Agency for the Services, determined in accordance with the Fees section of this Agreement and the Approved Campaign Plan.

"Campaign" means a planned series of advertising and promotional activities, directed to defined objectives and audiences and conducted across one or more channels during a defined period, as described in an Approved Campaign Plan.

"Campaign Materials" means all materials, deliverables, work product and items created, developed or produced by or for the Agency in connection with the Services, including Advertisements, concepts, drafts, creative works, artwork, scripts, designs, source files, templates, strategies, research outputs, reports and all related documentation, but excluding Agency Background Materials.

"Agency Background Materials" means pre-existing tools, software, methodologies and know-how owned by the Agency or licensed to it by third parties, developed independently of this Agreement and not created specifically for the Client.

"Campaign Plan" means a written proposal prepared by the Agency for a Campaign setting out the objectives, target audiences, strategy, creative concepts, channels, timetable, deliverables, performance indicators, proposed Agency Fees, Media Costs, Third-Party Costs and the proposed budget.

"Confidential Information" means all non-public information, in any form, disclosed by or on behalf of a Party to the other in connection with this Agreement, including business plans, strategies, pricing, customer information, Campaign Plans, Campaign Materials prior to public release, and the terms of this Agreement, together with any information that a reasonable person would understand to be confidential.

"Media Costs" means all amounts charged by media owners, publishers, broadcasters, platforms, networks and other media vendors for the purchase of advertising space, time, placements or impressions for a Campaign.

"Media Vendor" means any third party from which advertising space, time, placements or impressions are purchased for a Campaign.

"Third-Party Costs" means all costs charged by third parties, other than Media Costs, for goods or services procured in connection with a Campaign, including production, talent, photography, printing, licensing, research and technology costs.

"Services" means the advertising, marketing, creative, planning, production, media planning, placement management, analytics and related services described in this Agreement and in each Approved Campaign Plan, together with all services reasonably incidental thereto.

"Applicable Law" means all laws, regulations, binding codes, orders and requirements of any competent authority, including advertising standards, consumer protection, data protection and anti-corruption rules, applicable to a Party, the Services, a Campaign or an Advertisement.

"Term" has the meaning given in the section governing term and termination.

Headings are for convenience only and do not affect interpretation. The words "including" and "includes" mean "including without limitation." References to a "Section" are to a section of this Agreement, and references to "writing" include email but exclude other forms of electronic messaging unless the Parties otherwise agree. References to any agreement or document are to it as amended from time to time, and references to a Party include its permitted successors and assigns. No provision shall be construed against a Party by reason of that Party having drafted it. In the event of conflict between the main body of this Agreement and any Approved Campaign Plan, this Agreement prevails unless the Approved Campaign Plan expressly identifies the provision of this Agreement it intends to vary and is signed by an Authorized Client Representative.

The Client hereby appoints the Agency, and the Agency accepts appointment, as the [exclusive / non-exclusive] provider of advertising agency services to the Client in respect of [products, brands, services and territory], on the terms of this Agreement, for the Term.

The Services shall comprise [description of Services, including strategy, creative development, production, media planning, placement management, digital and social media management, and analytics]. Additional or different services shall form part of the Services only if included in an Approved Campaign Plan or otherwise agreed in writing by an Authorized Client Representative.

Nothing in this Agreement obliges the Client to commission any minimum volume of Campaigns or to spend any minimum amount with the Agency, unless expressly stated in [Minimum Commitment, if any]. The Client may, at its discretion, engage other agencies or service providers for any services, including those similar to the Services, [except as to the exclusivity stated above, if any].

The Agency is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment or fiduciary relationship, except that the Agency shall act in the best interests of the Client in all dealings relating to the Services. The Agency has no authority to bind the Client or to enter into any contract, commitment or liability in the name or on behalf of the Client without the prior written approval of an Authorized Client Representative.

The Agency shall not subcontract or delegate any material part of the Services without the Client's prior written consent. Where consent is given, the Agency remains fully liable for the acts and omissions of its subcontractors as if they were its own, and shall ensure that each subcontractor is bound by obligations consistent with this Agreement, including those on confidentiality, intellectual property and compliance.

The Agency shall not, during the Term, provide services to any direct competitor of the Client in [defined product or service category] within [territory] without the Client's prior written consent, and shall maintain effective internal safeguards to prevent any conflict of interest. The Agency shall promptly disclose to the Client any actual or potential conflict of interest.

The Agency shall designate a senior account lead, initially [Name and Title], with the authority and experience to manage the Services. The Agency shall not replace such person without prior notice to the Client and shall, at the Client's reasonable request, replace any personnel whose performance the Client reasonably considers unsatisfactory.

Before commencing any Campaign, the Agency shall submit to the Client a Campaign Plan. Each Campaign Plan shall be submitted no later than [number] days before the proposed start of the Campaign and shall contain sufficient detail to enable the Client to make an informed decision, including a line-item breakdown of the proposed Agency Fees, Media Costs and Third-Party Costs and the proposed total budget.

No Campaign Plan, Campaign, Advertisement, media placement, commitment or expenditure shall be binding on the Client unless and until the Campaign Plan has been approved in writing by an Authorized Client Representative. Silence, delay, partial approval, oral instruction or conduct of the Client shall not constitute approval.

The Client may approve, reject or request amendments to any Campaign Plan in its sole discretion and shall use reasonable efforts to respond within [number] business days of receipt of a complete submission. The Agency shall promptly revise any Campaign Plan in accordance with the Client's comments at no additional charge to the Client, and resubmit it for approval.

Before any Advertisement is produced in final form, published, broadcast or otherwise released, the Agency shall submit it to the Client for written approval in its final form, together with any substantiation for claims made therein. The Client may withhold approval for any reason, including legal, reputational or brand considerations, and the Agency shall not release any Advertisement that has not been so approved.

The Agency shall implement each Campaign strictly in accordance with the Approved Campaign Plan. Any proposed material change to the objectives, creative concept, channels, timetable, deliverables or budget of an Approved Campaign Plan shall be submitted to the Client in writing and shall take effect only upon written approval by an Authorized Client Representative.

Client approval of any Campaign Plan, Advertisement or other item shall not relieve the Agency of its obligations or liability under this Agreement, including with respect to legal compliance, accuracy, originality and the quality of the Services, and shall not constitute a waiver of any right or remedy of the Client.

The Client may at any time, by written notice, suspend, postpone or cancel any Campaign or part thereof. The Agency shall immediately take all reasonable steps to mitigate costs, including cancelling or reducing pending media bookings and third-party commitments, to the extent permitted by the relevant contracts, and shall be entitled only to payment for Services properly performed and non-cancellable costs properly incurred within the Approved Budget up to the date of the notice.

The Agency shall perform the Services with the degree of skill, care, diligence and professionalism expected of a leading advertising agency experienced in providing services of a similar nature, and in accordance with Applicable Law, this Agreement, each Approved Campaign Plan and the Client's reasonable written instructions and brand guidelines.

The Agency shall assign suitably qualified and experienced personnel in sufficient numbers to perform the Services, and shall be responsible for the supervision, remuneration, taxes and benefits of all such personnel.

The Agency shall meet all deadlines and milestones in each Approved Campaign Plan. The Agency shall notify the Client in writing without delay upon becoming aware of any actual or anticipated delay, risk, or failure, specifying the cause, anticipated impact and proposed remedial measures.

The Agency shall negotiate with Media Vendors and third-party suppliers in good faith and in the best interests of the Client, and shall use reasonable efforts to secure the most favorable rates, terms, added value, make-goods and credits available in the market. The Agency shall promptly pass on to the Client, in full, all discounts, rebates, credits, bonuses, commissions and other benefits received from any Media Vendor or third party in connection with the Client's Campaigns, and shall not retain any undisclosed benefit.

If any Service or Advertisement fails to conform to this Agreement or an Approved Campaign Plan, including any error in placement, content, timing or targeting attributable to the Agency, the Agency shall, at its own cost and at the Client's election, promptly re-perform or correct the Service, arrange for corrected or replacement placements, or credit the Client for the affected amounts, without prejudice to any other remedy.

The Agency shall maintain throughout the Term, and for [number] years thereafter, insurance coverage with reputable insurers, including professional indemnity, general liability and media liability insurance, in amounts not less than [Insurance Amounts], and shall provide evidence of coverage on request.

The Agency shall obtain, and shall be responsible for, all licenses, consents, releases and clearances necessary for the use of any third-party content, talent, music, imagery or materials incorporated in an Advertisement, for the full scope of use set out in the Approved Campaign Plan, and the cost of such items shall be borne in accordance with the Approved Budget.

The Client shall designate one or more Authorized Client Representatives and shall notify the Agency in writing of any change. The Agency may rely on written approvals and instructions only from an Authorized Client Representative, and shall not rely on instructions from any other person for the purposes of incurring any cost or commitment.

The Client shall provide to the Agency, within a reasonable time after written request, such information, product details and brand guidelines as the Agency reasonably requires to perform the Services and which are within the Client's possession or control.

The Client shall use reasonable efforts to review and respond to submissions within the periods stated in this Agreement. The Agency's sole remedy for any delay by the Client shall be a reasonable extension of the affected deadline, provided that the Agency has notified the Client in writing of the delay and its anticipated effect within [number] business days after becoming aware of it.

The Client is responsible for the accuracy of factual information regarding its products and services that it specifically supplies to the Agency in writing for use in an Advertisement, and for providing any trademarks or Client materials it supplies in accordance with this Agreement, provided that the Agency has not been negligent in its use thereof and that the Client has no responsibility for the Agency's failure to verify claims that the Agency has devised or is otherwise required to substantiate.

The Client shall pay undisputed amounts due under this Agreement in accordance with its terms. The Client's obligations under this Agreement are limited to those expressly stated, and no additional duty of cooperation, minimum commitment or exclusivity shall be implied against the Client.

The Client grants the Agency a limited, non-exclusive, non-transferable, royalty-free license during the Term to use the Client's names, trademarks, logos and materials supplied by the Client solely for the purpose of performing the Services. All such rights remain the exclusive property of the Client and revert fully on expiry or termination of this Agreement.

The Agency shall not incur, commit to, authorize or cause the Client to incur any cost, expense, liability or commitment in connection with any Campaign in excess of the Approved Budget for that Campaign, or for any item not included in an Approved Campaign Plan, without the prior written approval of an Authorized Client Representative specifically referencing the additional or varied amount.

Any amount incurred, committed or invoiced in breach of the preceding clause shall be the sole responsibility of the Agency, and the Client shall have no liability to pay such amount to the Agency, to any Media Vendor or to any other third party. The Agency shall indemnify the Client against any claim made against the Client in respect of such amount.

The Approved Budget is a fixed ceiling and not an estimate. Within the Approved Budget, the Agency shall not reallocate amounts between line items, channels or categories where such reallocation exceeds [percentage] percent of the relevant line item, without prior written approval of an Authorized Client Representative.

If the Agency anticipates that the cost of a Campaign will or may exceed, or reach [percentage] percent of, the Approved Budget, it shall notify the Client in writing immediately, with a detailed explanation and options for reducing scope or cost. The Agency shall not proceed with any activity that would cause the Approved Budget to be exceeded unless and until it has received written approval of a revised budget.

Where the Agency is requested to provide estimates, it shall do so in good faith and on a fully itemized basis. Any currency fluctuation, price increase or cost variation by a Media Vendor or third party shall be borne by the Agency to the extent it causes the Approved Budget to be exceeded, unless the Client has approved a revised budget in writing.

The Agency shall not receive any mark-up, handling charge, commission or other compensation on Media Costs or Third-Party Costs except to the extent expressly stated in an Approved Campaign Plan and within the Approved Budget.

The Client may, on reasonable notice, require the Agency to provide a statement of committed and actual expenditure against the Approved Budget for any Campaign, and the Agency shall provide such statement within [number] business days.

Media Costs shall be paid by the Client directly to the relevant Media Vendors. The Agency shall not be required to pay, advance or finance any Media Costs and shall not be liable to Media Vendors for such costs, provided that the Agency has acted in accordance with this Agreement and the Approved Campaign Plan; the Agency shall not otherwise be entitled to claim Media Costs from the Client.

Where practicable, the Agency shall arrange for Media Vendors to issue insertion orders, contracts and invoices addressed to the Client, in a form approved in advance by the Client, and which clearly identify the Campaign and the applicable Approved Campaign Plan. The Agency shall submit each such document to the Client for written approval before it is signed or accepted, and shall not execute any such document on behalf of the Client unless expressly authorized in writing by an Authorized Client Representative.

The Client shall pay each Media Vendor invoice that conforms to the Approved Campaign Plan and has been verified by the Agency as correct and as reflecting delivery of the placement, within [number] days of the Client's receipt of the invoice and the Agency's verification, or such other period as is stated in the relevant media contract. The Agency shall check each Media Vendor invoice against the approved placement, rates and delivery data, and shall notify the Client promptly of any discrepancy.

Where the Client pays Media Costs directly, the Agency shall have no right of set-off, lien or retention over any amounts due to the Client, over Campaign Materials, or over any media or advertising space booked on the Client's behalf. The Agency shall hold any amounts, credits or refunds received from Media Vendors on trust for the Client and remit them promptly.

Third-Party Costs shall, unless the Client otherwise directs in the Approved Campaign Plan, also be invoiced to and paid directly by the Client to the relevant third-party suppliers. Where the Client agrees in writing that the Agency may procure items on a pass-through basis, the Agency shall invoice such costs at net cost, without mark-up unless expressly approved, together with supporting documentation.

The Agency shall be responsible for all errors, omissions or failures in the placement or delivery of media attributable to the Agency, and shall use reasonable efforts to obtain make-goods, refunds or credits from the Media Vendor. The Client's payment of any Media Vendor invoice shall not constitute acceptance of the Agency's performance or waiver of any claim against the Agency.

In consideration of the proper performance of the Services, the Client shall pay the Agency the Agency Fees in the amounts and on the basis set out in the relevant Approved Campaign Plan, calculated as follows: [fee model, e.g., fixed project fee / monthly retainer / hourly rates / percentage / performance-based fees] at [rates or amounts] in [Currency].

The Agency Fees are inclusive of all costs and expenses of the Agency in performing the Services, including overhead, personnel, travel, communications, software and administration, except for Media Costs and Third-Party Costs, and any other expense that has been expressly approved in writing in advance by the Client as reimbursable within the Approved Budget.

The Agency shall invoice the Client [monthly in arrears / upon completion of milestones] for Agency Fees. Each invoice shall be addressed to [Client Billing Entity], shall identify the Campaign and Approved Campaign Plan, and shall include an itemized breakdown of the fees and any approved expenses, together with supporting documentation reasonably required by the Client.

The Client shall pay each correct and undisputed invoice within [number] days after receipt. Invoices that are not in accordance with this Agreement, that exceed the Approved Budget, or that are submitted more than [number] days after the Services were performed, may be rejected by the Client, and the Client shall not be liable for payment of such invoices until corrected.

If the Client disputes any invoice in good faith, it shall notify the Agency of the disputed amount and pay the undisputed portion in accordance with this Section. The Parties shall work in good faith to resolve the dispute promptly, and the Agency shall continue to perform the Services during the dispute. Withholding of disputed amounts shall not constitute a breach of this Agreement.

The Client may set off against any amount payable to the Agency any amount owed by the Agency to the Client under this Agreement, including any credit, refund, discount or overpayment.

All amounts stated in this Agreement are exclusive of any value-added, sales, goods and services or similar tax, which, where properly chargeable, shall be shown separately on the invoice and paid by the Client. Each Party shall be responsible for taxes on its own income. If the Client is required by Applicable Law to withhold any tax from a payment, the Client may do so and such payment net of the withholding shall constitute full discharge of the amount paid.

Late payment by the Client of undisputed amounts shall bear interest at the rate of [rate] percent per annum from the due date until payment, being the Agency's sole remedy for late payment, and the Agency shall not suspend the Services for non-payment without giving the Client not less than [number] days' written notice of the overdue amount and an opportunity to cure.

The Agency shall provide the Client with regular reports on each Campaign, in the format and at the frequency stated in the Approved Campaign Plan or, absent such statement, [weekly/monthly], including performance against agreed indicators, delivery data, audience metrics, expenditure against the Approved Budget, and recommendations for optimization.

Within [number] days after the end of each Campaign, the Agency shall deliver a final written report analyzing the Campaign's results against its objectives, reconciling the actual expenditure with the Approved Budget, and identifying all credits, rebates and make-goods obtained or owed.

The Agency shall maintain complete, accurate and up-to-date books, records and supporting documents relating to the Services, all Campaigns, Media Costs, Third-Party Costs, Agency Fees, and any benefits received from Media Vendors and third parties, in accordance with generally accepted accounting principles, for at least [number] years after the end of the Term.

The Client and its designated auditors or representatives may, upon [number] business days' notice, during normal business hours and not more than [number] times in any 12-month period (except where the Client reasonably suspects breach or irregularity), inspect, audit and copy such books and records and those of any subcontractor to the extent relating to the Services, in order to verify compliance with this Agreement.

The Agency shall cooperate fully with any audit, provide access to relevant personnel and systems, and shall procure equivalent audit rights from its subcontractors. The Agency shall also use reasonable efforts to procure that Media Vendors provide verification of delivery on request.

If any audit reveals an overcharge, overpayment, undisclosed benefit or any amount payable to the Client, the Agency shall pay such amount to the Client within [number] days of notice, together with interest at the rate stated in the Fees section. If the audit reveals an overcharge exceeding [percentage] percent of the amounts properly chargeable for the audited period, the Agency shall also reimburse the reasonable costs of the audit.

The Agency shall provide the Client with direct, real-time access, where available, to all advertising accounts, dashboards, analytics and platforms used for the Campaigns, and shall ensure that all such accounts are established in the name of, or are transferable to, the Client.

As between the Parties, the Client shall own all right, title and interest, including all copyright, trademark, design rights, and other intellectual property rights worldwide, in and to all Advertisements and Campaign Materials, effective upon creation and, as to the Agency, subject to the Client's payment of the Agency Fees due and undisputed in respect of the relevant Campaign Materials. The Parties acknowledge that the Client's payment obligations are limited to amounts properly due under this Agreement.

To the extent that any rights in the Advertisements or Campaign Materials do not vest in the Client automatically, the Agency hereby irrevocably assigns, and shall cause its employees, contractors and subcontractors to assign, to the Client, with full title guarantee, all such rights upon payment as stated above, in all media, for the full period of protection and throughout the world, together with the right to sue for past, present and future infringement.

The Agency waives, and shall procure the waiver by its personnel and subcontractors of, all moral rights and similar rights in the Advertisements and Campaign Materials to the fullest extent permitted by Applicable Law, and shall execute all documents and perform all acts reasonably requested by the Client, at the Client's cost for filing fees only, to perfect, register or enforce the Client's rights.

The Agency retains ownership of the Agency Background Materials and grants the Client a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid, transferable and sublicensable license to use, reproduce, modify and exploit such materials to the extent incorporated in or necessary for the use of the Advertisements and Campaign Materials.

The Client retains all rights in the Client's names, trademarks, logos, products, data, and materials supplied by the Client, and nothing in this Agreement transfers any such rights to the Agency. The Agency shall acquire no rights in the Client's brand, goodwill, or customer data.

Where the Agency uses third-party materials, including talent, stock content, fonts, music or software, that cannot be assigned, the Agency shall procure for the Client a license sufficient for the scope of use in the Approved Campaign Plan and, where reasonably requested, for any reasonable extended use on terms to be agreed, and shall disclose the limits of any such license in writing before use. The Agency shall be responsible for any additional fees arising from any use outside the license scope caused by the Agency's failure to disclose such limits.

The Agency shall deliver to the Client, upon request and in any event upon completion of each Campaign and upon termination, all Campaign Materials in complete, editable and usable form, including source files. The Agency shall not use any Advertisement or Campaign Material for its own or a third party's benefit, nor include them in portfolio materials, without the Client's prior written consent.

The Agency shall ensure that all Services, Campaigns and Advertisements comply with Applicable Law and with applicable self-regulatory advertising codes, industry standards, and the codes and policies of Media Vendors and advertising platforms, in each jurisdiction in which the Advertisements are to be published or directed.

The Agency shall ensure that all Advertisements are truthful, not misleading, fair and properly substantiated, and shall maintain, and provide to the Client upon request, adequate evidence to substantiate all objective claims in them before publication. The Agency shall ensure that all Advertisements clearly disclose any commercial relationship, sponsorship, endorsement or paid placement as required by Applicable Law.

No Advertisement shall contain any content that is defamatory, obscene, discriminatory, harassing, unlawful, or otherwise likely to bring the Client into disrepute, and no Advertisement shall disparage any third party or infringe any intellectual property, privacy, publicity or other right of any person.

The Agency shall ensure that all individuals appearing in or contributing to any Advertisement have provided all necessary written consents and releases, and have been engaged on lawful terms, and that the Agency has complied with all rules concerning the engagement of children, endorsers and influencers, where applicable.

The Agency shall comply with all anti-bribery, anti-corruption, sanctions, export control and competition laws applicable to the Services, and shall not offer, give or accept any improper payment, gift or advantage in connection with this Agreement. The Agency shall maintain adequate policies and procedures to ensure such compliance.

The Agency shall promptly notify the Client of any complaint, inquiry, investigation or claim by any regulator, Media Vendor, or third party concerning any Advertisement or Campaign. The Agency shall, at the Client's request, immediately withdraw, suspend or amend any Advertisement that the Client reasonably considers may be unlawful, non-compliant, inaccurate or harmful, and shall cooperate fully in responding to any such matter.

The Agency shall be responsible for obtaining all legal and regulatory review it considers appropriate in respect of the Advertisements, without prejudice to the Client's right to undertake its own review, and the Client's review or approval shall not diminish the Agency's responsibility under this Section.

Each Party shall keep the other Party's Confidential Information strictly confidential, shall use it only for the purposes of performing or receiving the benefit of this Agreement, and shall not disclose it to any third party except to its employees, officers, professional advisers, subcontractors and, in the case of the Client, its affiliates, who need to know it and are bound by equivalent obligations of confidentiality. The receiving Party shall protect such information with at least the same degree of care it uses for its own confidential information and no less than reasonable care.

The obligations of confidentiality shall not apply to information that is or becomes public other than through breach of this Agreement, was lawfully known to the receiving Party before disclosure, is lawfully received from a third party without restriction, or is independently developed without use of the Confidential Information. A Party may disclose Confidential Information to the extent required by Applicable Law or a competent authority, provided it gives the other Party prompt prior notice where lawful and discloses only what is required.

All Campaign Plans, Campaign Materials, performance data, audience data and results are the Confidential Information of the Client. The Agency shall not publicize its relationship with the Client, nor issue any press release or public statement concerning this Agreement or the Client, without the Client's prior written consent.

Each Party shall comply with all data protection and privacy laws applicable to its processing of personal data in connection with this Agreement. Where the Agency processes personal data on behalf of the Client, including through audience targeting, tracking technologies, lead generation or customer databases, the Agency shall act only on the Client's documented instructions, and the Parties shall enter into such additional data processing terms as are required by Applicable Law, as [Data Processing Terms, if any].

The Agency shall implement and maintain appropriate technical and organizational measures to protect personal data and Client data against unauthorized or unlawful processing and accidental loss, destruction or damage. The Agency shall ensure that its personnel with access to such data are subject to confidentiality obligations, and shall not transfer personal data across borders without the Client's prior written consent and appropriate safeguards.

The Agency shall notify the Client without undue delay and in any event within [number] hours after becoming aware of any actual or suspected security incident or unauthorized access affecting the Client's Confidential Information or personal data, shall provide all information and assistance reasonably required by the Client, and shall bear the costs of investigation, notification and remediation to the extent that the incident results from the Agency's breach.

Upon the Client's request or the termination of this Agreement, the Agency shall promptly return or securely delete all Confidential Information and Client data in its possession, except where retention is required by Applicable Law, in which case the Agency shall continue to protect it in accordance with this Section. The obligations in this Section shall survive for [number] years after termination, and indefinitely in respect of personal data and trade secrets.

Each Party represents and warrants to the other that it is duly organized, validly existing and in good standing, has full power and authority to enter into and perform this Agreement, that this Agreement constitutes its legal, valid and binding obligation, and that its execution and performance do not conflict with its constitutional documents, any Applicable Law, or any agreement binding on it.

The Agency represents, warrants and undertakes that the Services will be performed in a professional and workmanlike manner, by suitably qualified personnel, and in compliance with this Agreement and Applicable Law.

The Agency represents, warrants and undertakes that the Advertisements and Campaign Materials, and the Client's use of them as permitted by this Agreement, will be original to the Agency or duly licensed, and will not infringe, misappropriate or violate any intellectual property, privacy, publicity, contractual or other right of any third party.

The Agency represents and warrants that it has, and will maintain throughout the Term, all licenses, permits, registrations, insurances and consents necessary to perform the Services, and that it is not subject to any claim, investigation, insolvency or circumstance that would materially impair its ability to perform.

The Agency represents and warrants that all information, estimates, reports, data and invoices provided to the Client are and will be accurate, complete and not misleading, and that it has not received and will not receive any undisclosed payment, rebate or benefit in connection with the Client's Campaigns.

The Agency represents and warrants that neither it nor any of its personnel has offered or paid, or will offer or pay, any bribe, kickback or improper payment in connection with this Agreement, and that it is not, and is not owned or controlled by, any person subject to sanctions or restrictions under Applicable Law.

The Client represents and warrants that it owns or has the right to use the trademarks and materials it supplies to the Agency for the purposes of this Agreement. Except as expressly stated in this Agreement, the Client gives no other warranty, whether express or implied, and the Agency acknowledges that it has not relied on any representation of the Client regarding the results or profitability of any Campaign.

The Agency shall defend, indemnify and hold harmless the Client, its affiliates and their respective directors, officers, employees and agents (the "Client Indemnitees") from and against all claims, demands, proceedings, losses, liabilities, damages, fines, penalties, costs and expenses, including reasonable legal fees, arising out of or in connection with: any breach by the Agency of this Agreement; any negligence, willful misconduct or fraud of the Agency or its personnel or subcontractors; any claim that an Advertisement or Campaign Material, other than Client-supplied materials, infringes the rights of a third party; any breach of Applicable Law by the Agency; any expenditure or commitment made in excess of the Approved Budget or without authorization; and any breach of the confidentiality and data protection obligations of the Agency.

The Client shall indemnify the Agency against third-party claims to the extent they arise from a claim that trademarks or materials supplied by the Client in writing for use in an Advertisement, used by the Agency in accordance with this Agreement, infringe the intellectual property rights of a third party, or from the inaccuracy of factual product information supplied by the Client, provided that the Agency has not modified such materials or information and has complied with this Agreement.

The indemnified Party shall give the indemnifying Party prompt written notice of any claim, provided that delay shall relieve the indemnifying Party of its obligations only to the extent it is materially prejudiced. The indemnifying Party shall have conduct of the defense with counsel reasonably acceptable to the indemnified Party, but shall not settle any claim in a manner that imposes any liability, admission or obligation on the indemnified Party without its prior written consent. The Client may participate in any defense with counsel of its choice at its own cost, and may assume the defense at the Agency's cost if the Agency fails to defend diligently.

Subject to the following clause, neither Party shall be liable to the other for any indirect or consequential loss or damage, or for loss of profit, whether arising in contract, tort (including negligence) or otherwise. This exclusion shall not limit the Agency's liability for amounts payable under the indemnities in this Section, for the wasted media expenditure and costs of corrective advertising or withdrawal of Advertisements caused by the Agency's breach, which the Parties agree are direct losses recoverable by the Client.

The total aggregate liability of the Client arising out of or in connection with this Agreement shall not exceed the total Agency Fees properly due and unpaid under Approved Campaign Plans, together with the Media Costs properly due under Approved Budgets, as at the date the claim arises.

The total aggregate liability of the Agency under this Agreement shall not be subject to any cap, or, if and to the extent a cap is determined to be required, shall not be less than [Amount or multiple of fees], and in no event shall any limitation or exclusion of liability apply to liability for fraud, willful misconduct, gross negligence, breach of confidentiality or data protection obligations, infringement of intellectual property rights, death or personal injury, or any liability that cannot be limited under Applicable Law.

The Agency shall have no right to claim against the Client for any loss that it could have avoided by acting in accordance with this Agreement, and the Client's rights under this Section are in addition to any other right or remedy available under this Agreement or Applicable Law.

This Agreement commences on the Effective Date and, unless terminated earlier in accordance with its terms, continues for an initial period of [number] [months/years] (the "Initial Term"), and thereafter shall renew for successive periods of [number] [months/years] unless either Party gives the other not less than [number] days' written notice of non-renewal before the end of the then-current period (the Initial Term together with any renewal, the "Term").

The Client may terminate this Agreement, or any Campaign or Approved Campaign Plan, for convenience and without cause or liability for any penalty, compensation or damages, at any time by giving the Agency not less than [number, e.g., 7 or 14] days' written notice.

The Agency may terminate this Agreement for convenience only by giving the Client not less than [number, being materially longer than the Client's notice period] days' written notice, and not during the pendency of any Campaign unless the Client has consented to such termination in writing.

Either Party may terminate this Agreement immediately by written notice if the other Party commits a material breach and, where the breach is capable of remedy, fails to remedy it within [number] days after written notice requiring remedy. The Client may terminate immediately by written notice if the Agency breaches the Budget Control provisions of this Agreement, any confidentiality, compliance or intellectual property obligation, or if the Agency engages in fraud, corruption or willful misconduct.

The Client may terminate this Agreement immediately by written notice if the Agency becomes insolvent, makes an arrangement with its creditors, has a receiver, administrator or similar officer appointed, ceases or threatens to cease business, undergoes a change of control to a competitor of the Client, or if its conduct, in the Client's reasonable opinion, causes or is likely to cause material harm to the Client's reputation.

Termination of this Agreement shall automatically terminate all Approved Campaign Plans and pending commitments, unless the Client elects in its notice that one or more Campaigns continue under the terms of this Agreement until completion.

Expiry or termination shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, nor any provision that is expressly or by implication intended to survive, including those on payment for accrued Services, ownership, confidentiality, audit, indemnification, liability and dispute resolution.

Upon receipt or service of a notice of termination, the Agency shall, unless otherwise directed in writing by the Client, immediately cease all work on affected Campaigns, take all steps to mitigate costs, and refrain from incurring any further expenditure or commitment, and shall use reasonable efforts to cancel or reduce any media bookings and third-party commitments, to the extent permitted under their terms, without penalty to the Client.

Within [number] days after the termination date, the Agency shall deliver to the Client a final invoice and statement of account setting out the Agency Fees for Services properly performed up to the termination date and any non-cancellable costs properly incurred within the Approved Budget, supported by documentation. The Client shall pay the undisputed amounts of such invoice in accordance with the Fees section of this Agreement, and such payment shall be the Agency's sole and exclusive entitlement upon termination.

The Agency shall deliver to the Client, without charge and within [number] days of termination or at an earlier time on request, all Advertisements, Campaign Materials, source files, creative assets, artwork, data, reports, passwords, account credentials and administrative control of all advertising accounts, pages, profiles, domains, tracking tools and other digital assets established for the Client, and shall retain no copies except as permitted by this Agreement.

The Agency shall assign or novate to the Client or its nominee, at the Client's election and without charge, all contracts, bookings and rights with Media Vendors and third-party suppliers relating to the Campaigns, where permitted, and shall cooperate to ensure uninterrupted continuity of ongoing media placements.

For a period of up to [number] days after termination or expiry, the Agency shall, at the Client's request, provide reasonable transition assistance to the Client and any replacement agency, including briefings, handover meetings, answering queries, and sharing relevant knowledge and information necessary for the orderly continuation of the Campaigns. Such assistance shall be charged at the rates in effect immediately prior to termination, as set out in the Approved Campaign Plans, or at [transition rate], except that it shall be provided without charge where termination arises from the Agency's breach.

The Agency shall not, upon termination or expiry, exercise any lien, right of retention or other right to withhold Campaign Materials, accounts, data or other items belonging to the Client, including in respect of any dispute regarding payment, and any such dispute shall be resolved in accordance with the dispute resolution provisions of this Agreement.

Each Party shall return or destroy the other Party's Confidential Information in accordance with the Confidentiality and Data Protection section. The Client may continue to use all Advertisements and Campaign Materials after termination, in accordance with its ownership rights, and the Agency shall not make any claim in respect of such continued use, provided that the undisputed Agency Fees due have been paid.

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict of laws principles.

The Parties shall first attempt in good faith to resolve any dispute, controversy or claim arising out of or relating to this Agreement, including its formation, validity, breach or termination (a "Dispute"), by escalating it to senior executives of each Party, who shall meet within [number] days after a written notice of Dispute and attempt to settle it.

If the Dispute is not resolved within [number] days after the date of the notice of Dispute, either Party may submit the Dispute to [mediation under the rules of [Mediation Institution]] for a period of [number] days, failing which the Dispute shall be finally resolved as stated in the following clause.

Any Dispute not so resolved shall be finally resolved by [binding arbitration administered by [Arbitration Institution] under its rules in force at the commencement of the arbitration / the courts of [Jurisdiction]]. The arbitral tribunal shall consist of [number] arbitrator(s), the seat of arbitration shall be [City, Jurisdiction], and the language of the proceedings shall be English. The award shall be final and binding on the Parties.

Where courts are designated for any matter, the Parties submit to the exclusive jurisdiction of the courts of [Jurisdiction], and waive any objection to such courts on the basis of venue or inconvenient forum.

Nothing in this Section prevents either Party from seeking urgent injunctive or other interim relief from any competent court to protect its Confidential Information or intellectual property rights, or, in the case of the Client, to prevent the Agency from withholding Campaign Materials, accounts or data. The Agency acknowledges that damages alone may not be an adequate remedy for breach of those obligations.

The Agency shall continue to perform its obligations under this Agreement pending resolution of any Dispute, unless this Agreement has been terminated. The prevailing Party in any proceeding shall be entitled to recover its reasonable legal fees and costs from the other Party, as determined by the tribunal or court.

This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior negotiations, proposals, understandings and agreements, whether written or oral. Any terms in any Agency document, quotation, insertion order, estimate, or acknowledgment that conflict with or purport to add to this Agreement shall have no effect unless signed by an Authorized Client Representative expressly referring to this Section.

No amendment or variation of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties, save for approvals of Campaign Plans and budgets given in accordance with this Agreement.

No failure or delay by a Party in exercising any right or remedy shall operate as a waiver of it, and no single or partial exercise shall preclude any further exercise. A waiver shall be effective only if given in writing and signed by the waiving Party.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or, if that is not possible, severed, and the remaining provisions shall continue in full force and effect.

The Agency shall not assign, transfer, novate, or otherwise deal with any of its rights or obligations under this Agreement without the Client's prior written consent. The Client may assign or transfer this Agreement, in whole or in part, to any affiliate or to any successor to the whole or a substantial part of its business or the relevant brand, upon written notice to the Agency.

Neither Party shall be liable for any failure or delay in performing its obligations, other than payment obligations, to the extent caused by events beyond its reasonable control that could not have been prevented by reasonable precautions, provided that it promptly notifies the other Party and uses reasonable efforts to mitigate. Failures of the Agency's subcontractors or personnel shall not constitute such events. If such an event continues for more than [number] days, the Client may terminate this Agreement or any affected Campaign immediately by written notice.

All notices under this Agreement shall be in writing, in English, and delivered by hand, by recognized courier or by email to the address of the receiving Party stated in the signature section or such other address as that Party may notify. Notices are deemed received upon delivery if by hand or courier, and on the next business day after sending if by email, unless a delivery failure notice is received.

This Agreement may be executed in any number of counterparts, including by electronic signature and electronic transmission, each of which shall be deemed an original and all of which together constitute one instrument. The provisions of this Agreement which by their nature are intended to survive termination or expiry shall so survive. No third party shall have any right to enforce any term of this Agreement, except the Client Indemnitees.