M/s. XY Advertising
Agency, a partnership firm registered under the Partnership Act, 1932 and
having its registered office at ........ here in after referred to as "the
Agency" through its Partner Mr. ............ (which expression shall, unless it be
repugnant to the context or meaning thereof, be deemed to mean and include
every partner for the time being of the said firm, the survivor or survivors or
the legal representatives, executors or administrators of the last survivor) of
the OTHER PART.
WHEREAS the company
is manufacturer of various plastic and fiber products like Office Stationeries,
Furniture, kitchen utensils, electronic gadget cabinets etc. hereinafter referred
to as "the said products" and desirous to engage the services of an
advertising agency for the purpose of advertisement of their products in India
AND WHEREAS the
Agency has agreed to act as advertising agents for the company on the terms and
conditions hereinafter mentioned.
NOW IT IS HEREBY
AGREED BETWEEN THE PARTIES AS FOLLOWS:
company appoints the Agency to advertise the said products in the newspapers,
magazines, journals, cinema slides, video magazines, radio, television or public
hoardings as may be determined by the parties.
Agency shall submit the estimate of cost and method and period of the
advertisement to the company and after the said estimate and methods of
advertisements is approved by the company in writing, the advertisements will
be released to the concerned newspapers, magazines, television centre, etc.
Agency shall be responsible for preparing all the material for advertising,
publicity including art work, photography, cinematography, documentary films,
drawing, engraving, advertising writing, preparation of video films for T.V.
advertisements and video magazines and if the said works are got done by the
Agency at its own office with the help of its employees, the company shall pay
for the same at the market rates and settled between the parties. If the said
works are got done through outside agencies, the company shall pay all expenses
incurred by the Agency for getting the work done through outside agencies.
company shall pay to the Agency . .................per cent above the cost and other
expenses incurred by the Agency in this behalf as its commission.
Agency will be responsible for advertising the said products in India and other
countries of the world, wherever the said products are exported or the company
proposes to export its products.
the company manufactures any new product and launches the same in the market
for sale, the Agency shall undertake special advertisement campaign for the
said new product in consultation with the company.
Agency will not act as Advertisement Agent of any company/person, who is
manufacturing similar products and who are competitors of the company.
Agency shall observe the laws applicable and the rules or code of conduct of
advertisers associations, association of newspapers or rules prescribed by
television and radio.
Agency shall submit a weekly report to the company showing in detail the
advertisements given regarding each of the said products separately and showing
the dates, the timing or appearance of the advertisements, the names of
newspapers/channel of TV given during the previous week. The report shall also
accompany the cutting of newspapers/journals/magazines/clippings of T.V.
Programme published/broadcast of the products.
Agency will not infringe any copyright of any person/company while displaying
or publishing any advertisement of the company.
Agency shall indemnify and keep indemnified the company against any loss,
claims, demands, actions, proceedings, damages, costs, charges and expenses
which may be made or brought or commenced against the company for any act
contrary to the provisions of this Agreement or due to or resulting from the
breach of any agreement between the Agency and any newspaper/T.V. or any other
person relating to the advertisement of the products of the company.
company shall indemnify and keep indemnified the Agency against any loss,
claims, demands, actions, proceedings, losses, damages, costs, charges and
expenses which may be made or brought or commenced against the Agency for the
publication of any advertisement of the company, which has been prepared on the
basis of the material furnished by the company.
company's budget for advertisement is Rs . .................crores per year, and the
company agrees and undertakes that it shall get the advertising of its products
done through the Agency.
This agreement shall be for a period of one year from the date of these
presents. However, any party may terminate this agreement before the
period of one year by giving two months notice in advance to the other party.
In case the Agency commits a breach of any covenant herein contained, the
company is entitled to terminate the agreement by giving one week's notice.
the termination of the agreement, all the advertisement material in the
possession of the Agency will be returned to the company forthwith and will not
be used by the Agency for any other purpose or persons.
Agency shall submit bill to the company every month for the expenses incurred
by it in advertising and the company shall pay the bill within a period of 10
days of the submission of the bill there for. The commission payable to the
Agency shall be payable on the gross value of the work done or undertaken on
behalf of the company and shall be paid along with the payment of bill of cost
and expenses submitted by the Agency.
Agency shall also charge service tax on their bills at the rates applicable
from time to time.
Agency shall advise the company of the most up to date, decent and profitable
mode of advertisements at moderate
company shall Endeavour to keep the agency with sufficient funds to pay the
expected charges for advertisement.
disputes between the parties hereto arising out of this Agreement or in
relation thereto or regarding the interpretation of this Agreement, shall be
referred to an arbitrator appointed by the Indian Council of Arbitration, New
Delhi and the provisions of the Indian Arbitration and Conciliation Act, 1996
or any statutory modification thereof shall be applicable to such reference.
IN WITNESS WHEREOF
the parties hereto have signed this Agreement on the day and year first above
For ..................... Ltd.
2. The Agency