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Retainer Agreement Advertising Agency
(Long form - Comprehensive)

1. Parties. Agreement made between [name], a [state] corporation with principal office at [address] (Company), and [name of advertising agency], a [state] corporation with principal office at [address] (Agent).

2. Employment. Company retains and appoints Agent to carry out its advertising program, and Agent accepts such appointment, subject to the terms of this Agreement.

3. Term. Agent's appointment will begin on [date] and end on [date], unless terminated earlier pursuant to the terms of this Agreement.

4. Early Termination. Either Company or Agent may terminate this Agreement at any time on [number] days' prior written notice to the other. After receipt of such notice of termination by either party, Agent is not required to start work on any new advertising projects for Company. Agent shall, however, complete all services previously agreed upon, unless both parties agree that any or all such services shall terminate.

5. Agent's Duties. Agent will act as Company's representative for advertising services approved by Company and to be conducted on Company's behalf. Such services include:

a. Analysis of Company's advertising needs and the market for Company's products or services, and advice on an overall Company advertising program;

b. Development of specific advertising programs, at Company's request, including planning and preparation of layouts and advertising copy;

c. Selection of the advertising media deemed most effective and appropriate for Company's advertisements;

d. Negotiation and execution of contracts with advertising media representatives to carry out Company's advertising program(s);

e. Negotiation and execution of contracts for any models, endorsements, and all materials required for any advertising program;

f. Placement of advertisements at rates and on terms that are most favorable to Company;

g. Follow-up on all advertisements placed to ensure proper execution, including appearance, position, date, and time;

h. Analysis and reporting of the effectiveness of the advertising program(s), including the media employed;

i. Timely payment to all persons providing advertising services or goods with whom Agent has contracted on behalf of Company; and

j. Maintenance of complete and accurate books and records of all payments made and services performed on Company's behalf.

6. Agent's Rights. Agent may contract with third parties to carry out the services provided for in this Agreement. However, unless otherwise agreed to by Company, Agent is liable to such parties, as principal, in all such contracts. Agent may not incur any obligations on behalf of Company or provide any services without first obtaining its written consent. As a condition of such consent, Agent agrees to submit to Company detailed written proposals regarding advertising services or written estimates of the cost of proposed services and goods for which Agent wishes to contract.

7. Compensation.

a. Commissions. Agent shall be entitled to compensation equal to:

i. ......... percent (........%) of gross charges for time and space of all advertising media employed on Company's behalf; and

ii. ........ percent (........%) of all charges for goods and services (other than as provided in Subparagraph 5(i)) provided by third parties for Company's advertising program(s).

b. Deficiency in Commissions. The advertising media selected by Agent may or may not provide commissions equal to the commissions stipulated in Subparagraph 7(a). If such media's commissions are less than the stipulated amounts, Company shall pay Agent any deficiency. If such media's commissions are greater than the stipulated amount, Company shall be credited with any...

(Excerpt)

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