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A website advertising agreement is a business contract between an advertiser or publisher and a client, or individual or organization that wants to procure advertising. In short, it outlines the rules of the business relationship. A few other names for a website advertising agreement include digital advertising agreement or advertising consent agreement.
At minimum, a website advertising agreement includes details about what services are provided, for how long, and how much it will cost. They also usually include information about how advertising is created and what the approval and publishing process will look like. However, many agreements also include liability limitation details, metrics, arbitration agreements, and more. Website advertising agreements can also help govern the relationship between publishers and clients in relation to billboards and magazines.
Below is a list of common sections included in Website Advertising Agreements. These sections are linked to the below sample agreement for you to explore.
INTERNET ADVERTISING AGREEMENT
THIS INTERNET ADVERTISING AGREEMENT (this "Agreement") is entered into as of the 29 th day of August, 2007, by and between Nexplore Corporation, a Nevada corporation ("Publisher") and WDT World Discount Telecommunications Co., a Texas corporation ("Advertiser").
In consideration of the mutual promises and covenants contained in this Agreement, as well as other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Advertising . Publisher shall use its diligent and best commercial efforts to provide the Internet-related advertising specified in Exhibit "1," attached hereto and incorporated herein for all purposes (the "Services"). Any advertising submitted by Advertiser must be in form and substance reasonably acceptable to Publisher.
2. Payment . Advertiser shall pay the fee set forth in Exhibit "1" to Publisher, due and payable as indicated therein.
3. Indemnity . Advertiser shall at all times defend, indemnify and hold harmless Publisher and its officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors, and assigns from and against any and all third-party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising solely and exclusively out of the content of Advertiser's advertisements provided to Publisher by Advertiser and served by Publisher pursuant to this Agreement and/or any materials provided to Publisher by Advertiser to which users can link through those advertisements. As a condition of Advertiser's obligations to indemnify Publisher as provided in this Section or elsewhere in this Agreement, Publisher shall (i) give Advertiser immediate written notice in reasonable detail of any event or circumstances that might result in a claim for indemnification hereunder along with copies of all documents, pleadings, correspondence and the like supporting such claim, (ii) fully cooperate with Advertiser in the defense and settlement of such claims, and (iii) fully cooperate with Advertiser in all other aspects of the performance of the engagement. Advertiser shall have the right to control the defense of any action of such claim and all negotiations for its settlement with legal counsel reasonably satisfactory to Publisher, provided that Publisher shall be allowed to participate in such defense; provided, however, if Publisher fails or refuses to timely consent to the settlement of a claim which includes a release of Publisher, then and in such event, Advertiser's obligations to indemnify Publisher for such claim pursuant to this section or otherwise shall thereafter be limited to the amount set forth in such settlement proposal. In no event shall Advertiser be required to indemnify Publisher or any other party for (i) Publisher's tax liability including any interest or penalties related thereto, (ii) any claims, actions, demands, losses, causes of action, costs and expenses arising out of, resulting from, or related to the acts or omissions of Publisher or any other indemnified party, or (iii) any claims of any nature arising out of, resulting from, or relating to any changes in applicable statutes, laws, regulations, rules, policies, procedures, or the like effective from and after the date Advertiser provides materials hereunder. Any claim for indemnification under this Section must be made within twelve (12) months following the effective date hereof.
4. Limitation of Liability and Additional Indemnity .
(a) UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY CLAIMING BY OR THROUGH SUCH OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, COSTS OF DELAY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SUCH PARTY HAS BEEN ADVISED AS TO THE LIKELIHOOD OF SAME.
(b) EXCEPT WITH RESPECT TO BREACHES OF CONFIDENTIALITY OR AS OTHERWISE PROVIDED FOR HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE IN ANY WAY FOR AN AMOUNT GREATER THAN THE PAYMENT OWED TO PUBLISHER UNDER SECTION 2 ABOVE.
(c) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, PUBLISHER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS ADVERTISER, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS (OF ANY TIER), AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DAMAGES, LOSSES, EXPENSES AND LIABILITIES ARISING OUT OF, IN CONNECTION WITH OR RESULTING FROM ANY ACT OR OMISSION IN THE PERFORMANCE OF SERVICES, OR ANY MATERIALS, ITEMS OR DELIVERABLES SUPPLIED BY PUBLISHER OR ITS CONTRACTORS (OF ANY TIER), CONSULTANTS, AGENTS, OFFICERS, DIRECTORS OR EMPLOYEES. SUCH INDEMNIFICATION OBLIGATION SHALL INCLUDE BUT NOT BE LIMITED TO THE PAYMENT OF ALL REASONABLE ATTORNEYS' FEES, COSTS AND EXPENSES OF CONSULTANTS AND EXPERT WITNESSES, COSTS OF APPEAL AND OTHER COSTS INCURRED IN DEFENDING ANY SUCH CLAIMS, AS WELL AS ALL AMOUNTS ADVERTISER PAYS TO ITS CUSTOMERS RESULTING FROM PUBLISHER'S PERFORMANCE OF SERVICES OR SUPPLY OF MATERIALS, ITEMS OR DELIVERABLES OR THAT OF ITS CONTRACTORS (OF ANY TIER), CONSULTANTS, AGENTS, OFFICERS, DIRECTORS OR EMPLOYEES. PUBLISHER SHALL UTILIZE COMPETENT COUNSEL ACCEPTABLE TO ADVERTISER IN ADVERTISER'S REASONABLE DISCRETION.
5. Reports . Publisher shall provide to Advertiser those reports set forth in Exhibit "1" regarding the advertisement hereunder.
6. Counterparts and Facsimile Signatures . This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together shall constitute a single instrument. Facsimile signatures are acceptable and deemed original signatures.
7. Intellectual Property Rights . Neither party will acquire any ownership interest in each other's intellectual property. Publisher shall have the right to place Advertiser's logo, trade name and trademark on any advertising from Advertiser and to otherwise use such items in connection with the purposes of this Agreement.
8. Force Majeure . Neither Publisher nor Advertiser shall be liable to the other for any failure or delay in its performance due to any cause beyond its control, including acts of war, acts of God, earthquake, riot, sabotage, labor shortage or dispute, Internet interruption, government acts, and other similar events.
9. Miscellaneous . This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein. This Agreement may not be modified or amended, except by an instrument in writing signed by duly authorized officers of both of the parties hereto. This Agreement will be deemed entered into in Texas and will be governed by and interpreted in accordance with the laws of the State of Texas, excluding that body of law known as conflicts of law. The provisions of this Agreement relating to payment of any fees or other amounts owed, indemnification, confidentiality, limitations of liability and intellectual property shall survive any termination or expiration of this Agreement. The terms of this Agreement are the confidential information of Publisher. This Agreement has been negotiated and drafted by both parties, with counsel from both parties reviewing the document. The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party.
10. Warranty . Publisher covenants and warrants that Publisher will perform all Services in accordance with the standards and practices of care, skill, and diligence customarily observed by similar firms under similar circumstances at the time the Services are rendered. Publisher warrants that all Services shall comply with all specifications and/or other requirements set forth in Exhibit "1," and shall be free of defects in workmanship. In addition to any other applicable or appropriate standards, Publisher shall utilize and comply with the relevant portions of any regulatory standards specifically referred to herein, Exhibit "1," or otherwise applicable to the Services. If the Services do not meet the warranties specified herein, Advertiser may, at its option, (i) require Publisher to correct at no cost to Advertiser any defective or nonconforming item; or (ii) correct the defective or nonconforming item itself and charge Publisher with the cost of such correction. Additionally, Publisher will indemnify Advertiser for any damages, costs, penalties or other amounts incurred by Advertiser resulting from Publisher's breach of warranty, including any amounts paid by Advertiser to its customers. The foregoing remedies are in addition to all other remedies at law, in equity, or under this Agreement, and shall not be deemed to be exclusive.