Company Letterhead
{{company_name}}
{{company_address}}
Phone: {{phone}}
Email: {{email}}
Website: {{website}}
Date & Parties
This Advertising Agency Agreement (the "Agreement") is made and entered into as of {{date}} (the "Effective Date") by and between:
{{client_company_name}}, a company duly incorporated under the laws of [Relevant African Country], with its registered office at {{client_company_address}} (hereinafter referred to as the "Client"), and
{{agency_company_name}}, a company duly incorporated under the laws of [Relevant African Country], with its registered office at {{agency_company_address}} (hereinafter referred to as the "Agency").
The Client and the Agency are collectively referred to as the "Parties" and individually as a "Party."
Engagement and Services
1.1. The Client hereby engages the Agency, and the Agency hereby accepts such engagement, to provide advertising, marketing, and related services (the "Services") as further described in Exhibit A (Scope of Services) attached hereto and incorporated herein by reference.
1.2. The Services shall include, but not be limited to, {{brief_description_of_services_e.g_campaign_development_media_planning_creative_design}}.
1.3. The Agency shall perform the Services in a professional and workmanlike manner, in accordance with industry standards and the terms of this Agreement.
Term and Termination
2.1. This Agreement shall commence on the Effective Date and shall continue for a period of {{term_length_e_g_12_months}} unless earlier terminated in accordance with the provisions of this Agreement.
2.2. Either Party may terminate this Agreement by providing {{notice_period_e_g_30}} days' written notice to the other Party.
2.3. Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach of this Agreement and fails to remedy such breach within {{cure_period_e_g_15}} days after receiving written notice thereof.
Fees and Payment
3.1. In consideration for the Services, the Client shall pay the Agency fees as outlined in Exhibit B (Fee Schedule) attached hereto.
3.2. All invoices shall be paid within {{payment_due_days_e_g_30}} days of receipt.
3.3. Late payments shall accrue interest at a rate of {{interest_rate_e_g_2}}% per month or the maximum rate permitted by law, whichever is lower.
3.4. All fees are exclusive of applicable taxes, which shall be borne by the Client.
Intellectual Property
4.1. All intellectual property rights, including copyrights, trademarks, and design rights, in any creative works, materials, campaigns, or other deliverables created by the Agency for the Client under this Agreement (the "Deliverables") shall, upon full payment of all fees, vest in the Client.
4.2. The Agency grants the Client a perpetual, worldwide, non-exclusive, royalty-free license to use any pre-existing Agency materials incorporated into the Deliverables for the purpose of the Services.
Confidentiality
5.1. Both Parties agree to keep confidential all non-public information received from the other Party during the term of this Agreement and for a period of {{confidentiality_period_e_g_5}} years thereafter.
5.2. This obligation of confidentiality shall not apply to information that is publicly available, independently developed, or required to be disclosed by law.
Representations and Warranties
6.1. Each Party represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement.
6.2. The Agency warrants that the Services will be performed in a professional and workmanlike manner and in accordance with all applicable laws and regulations.
Limitation of Liability
7.1. Neither Party shall be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising out of or in connection with this Agreement.
7.2. The total liability of the Agency to the Client for any and all claims arising out of or relating to this Agreement shall not exceed the total fees paid by the Client to the Agency under this Agreement during the {{liability_period_e_g_6_months}} months preceding the date the claim arose.
Governing Law and Dispute Resolution
8.1. This Agreement shall be governed by and construed in accordance with the laws of [Relevant African Country].
8.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of {{arbitration_body_e_g_the_arbitration_foundation_of_southern_africa_afsa}}.
Miscellaneous
9.1. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.
9.2. Any amendments to this Agreement must be in writing and signed by both Parties.
9.3. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Signatures
IN WITNESS WHEREOF, the Parties have executed this Advertising Agency Agreement as of the Effective Date.
FOR THE CLIENT:
[Signature]
Name: {{client_signatory_name}}
Title: {{client_signatory_title}}
Date: {{client_signature_date}}
FOR THE AGENCY:
[Signature]
Name: {{agency_signatory_name}}
Title: {{agency_signatory_title}}
Date: {{agency_signature_date}}
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