Advertising and Promotion Contract

This marketing agreement establishes a business-to-business collaboration in which a Company and a Customer, hereinafter referred to collectively as the parties, exchange advertising, links, and cross-promotion. It functions as a non-exclusive advertising agreement with services outlined in the attached exhibits. The effective date is the Start Date, and the parties agree to the mutual promises contained in the document and exhibits. While it does not define the relationship as employment, many firms clarify independent contractor status to avoid confusion with employees or a joint venture.

The scope centers on marketing services and the development of Marketing Material, including coding, graphic design, linking, and other assets needed to perform services. Exhibit B governs the following services and expected marketing activities, such as content creation for ads, website updates, videos, newspaper ads, conferences, and other services that promote products or services to a target audience. The parties agree to use reasonable diligence to meet an estimated time period.

Performance metrics can be tracked because the agreement authorizes tracking codes, URLs, and IDs to evaluate advertising channels. Brand guidelines, prior approval, and approval prior to creative are not mandated by the text; if desired, the parties can add an approval workflow, often stating consent shall not be unreasonably withheld.

Ownership is clear for preexisting materials: each party retains intellectual property rights in logos, graphics, text, images, and trademarks provided for the project. Exclusive property and derivative works created during the engagement are not defined in the base form, so many organizations specify usage, restrictions, and any transfer of such rights. Confidentiality protects Specifications and other nonpublic information; material already visible in publicity or ads is excluded. The parties may advertise and use services rendered and campaign results for their own publicity, subject to brand and compliance considerations.

Compensation is set in Exhibit A. Payment terms may be structured as a flat monthly fee, monthly basis billing, or other form of compensation with fees set for certain services and additional compensation for additional projects. If the client fails to pay, the company may terminate, withhold services hereunder, or seek enforcement through legal action. The contract does not specify late charges, expense reimbursement (for instance, meals incurred, equipment, or other taxes), or whether work occurs at the party's own expense; those details can be added by amendment.

Termination conditions are straightforward: either party may end the engagement with thirty days' written notice. The text does not define a delivery method, but business practice often uses certified mail, delivered personally, or postage prepaid to the address on file, effective on a business day. For non-performance, a party may withhold further work until the other party cures such breach.

Each party warrants lawful usage of materials and agrees to indemnify the other from liability arising from products or services, defective content, or infringement claims. In any dispute arising from the agreement, the prevailing party shall be entitled to attorney's fees. Governing law and jurisdiction are set at the state and county level; no separate dispute resolution clause or force majeure appears, and no limitation of indirect damages or warranty of particular purpose is stated, so any remaining provisions desired can be added to suit applicable law and industry expectations.

To operationalize, the parties typically define marketing strategy, marketing plans, performance, reports, approved features, access needed to the client's product, and current packaging, and how to engage vendors or third-party suppliers. They also define how to assign additional projects, obtain approvals, and deliver drafts, often in PDF format, in accordance with the responsibilities and intent of the services provided.

Proposal Kit helps firms assemble a comprehensive marketing agreement template with clear exhibits, scopes, and payment terms. Its document assembly, automated line-item quoting, AI Writer, and extensive template library streamline writing, planning, and the creation of consistent, professional materials with ease of use across your organization.

Beyond the basic framework, business teams should examine how this marketing agreement can be tailored to protect both sides while keeping the client informed throughout the engagement. The parties, individually referred to as Company and Customer, may wish to confirm in writing that each is an independent contractor and not an agent of the other. The company agrees to provide such services with reasonable control over its work product, and the client agrees to cooperate, provide branding assets, and review each write in a timely manner. To avoid disputes, include important topics like who is responsible for expenses, how work requests are submitted, how consultants or other entities will assist, and which items are prepared and delivered at a specific location or through digital submission.

The form anticipates that such failure to meet obligations can lead to withholding performance; you can also add a cure process that defines when such a party is deemed in breach and how to enforce remedies. Where money and sales outcomes tie to performance, clarify when fees are paid, how revenue attribution is handled, and what tax responsibilities apply. Include representations and warranties that materials do not infringe, along with limits on liability to the extent permitted by applicable law, and consider whether equitable relief is appropriate for misuse of branding or confidential data.

If you add a limitation of liability, specify exclusions for such damages as IP infringement or breach of confidentiality. Define who is liable for third-party costs, and whether work is performed solely under the provider's control and own direction.

To improve operations, define the manner of creating, developing, and delivering campaigns, the course of reviews, and when client approvals are required. Add procedures to keep the client informed, such as status reports, research summaries, and performance updates. Include another provision that covers change requests, the expiration of specific campaigns, and the ability to execute amendments without the prior delay of a full renegotiation.

Where a parent company has interests, add a clause on assignments and who may employ consultants. Clarify that any provision regarding publicity must respect reputation and regulations, and set a contact person to receive notices. State that the agreement is intended to be construed under the chosen law, with equitable remedies and attorney's fees available to the prevailing party. A signature block often closes with language such as witness whereof, followed by space for each witness if required.

For clarity and compliance, many firms consult independent legal counsel to align warranties, control, and indemnities with their risk profile and the circumstances of their industry. Proposal Kit can help a firm write and assemble a complete package statement of work, exhibits, change forms, and reports, so the parties can account for branding details, request handling, and compensation structures. Its template library, AI Writer, document assembly, and automated line-item quoting make it easier to prepare consistent documents that reflect the parties' intentions while supporting efficient, professional contracting.

Teams should also clarify practical operations that drive outcomes. Client acknowledges that timely inputs, approvals, and data provided in connection with campaigns affect schedules and results, and agrees to act promptly so the provider's efforts are not delayed. Where branding and trademarks are shared, add a limited, purpose-specific license for use in marketing alongside other products, and include such a provision to end that license at termination.

Distinguish production from consulting so both sides know when advice, research, or training is billed versus when asset creation is included. Tie compensation to milestones or deliverables, and state whether bonuses tied to sales or income are possible, while avoiding guarantees of results. With regard to staffing, identify the core skills assigned to the account and who substitutes if resources change. Generally, define a change-request path to handle the possibility of scope increases without disrupting the plan. Specify what reports will be delivered, how often, and which metrics matter. Require each side to act in good faith when sharing analytics or confidential information. Finally, include language on how marketing materials may reference the client in case studies, and how to remove such references after expiration or upon written request.

How do you write a Advertising and Promotion Contract document? - The Narrative

How to Build a Legal Contract with Proposal Kit

This video illustrates how to create a legal contract using the Proposal Pack Wizard software. It also shows how to create a proposal with an invoice and contract at the same time.