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1. Parties: Identification of the advertising agency and the client, including full legal names and addresses
2. Background: Context of the agreement and brief description of the parties' intention to enter into a retainer arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of the advertising services to be provided under the retainer
5. Term and Renewal: Duration of the agreement and conditions for renewal
6. Retainer Fee and Payment Terms: Monthly retainer amount, payment schedule, and handling of additional services
7. Agency Obligations: Key responsibilities and commitments of the advertising agency
8. Client Obligations: Client's responsibilities, including provision of materials and approvals
9. Intellectual Property Rights: Ownership and licensing of creative works, existing IP, and final deliverables
10. Confidentiality: Protection of confidential information exchanged during the relationship
11. Data Protection and Privacy: Compliance with privacy laws and handling of personal data
12. Warranties and Representations: Standard warranties from both parties regarding capacity and service delivery
13. Indemnification: Mutual indemnification provisions for various risks
14. Limitation of Liability: Caps on liability and exclusions of certain types of damages
15. Termination: Grounds for termination and the process for ending the agreement
16. Post-Termination Obligations: Obligations that survive termination of the agreement
17. General Provisions: Standard boilerplate clauses including notices, amendment process, and governing law
1. Performance Metrics: Specific KPIs and performance standards, used when the client requires measurable outcomes
2. Third-Party Costs: Handling of third-party expenses and mark-ups, needed when significant external costs are expected
3. International Services: Provisions for international advertising services, required for multi-jurisdiction campaigns
4. Agency Team: Dedicated team members and replacement provisions, useful for larger accounts
5. Competitive Restrictions: Non-compete provisions preventing work with competitors, used in sensitive industries
6. Media Buying Services: Specific terms for media purchasing if included in the retainer
7. Digital Marketing Services: Specific provisions for digital marketing if included in scope
8. Crisis Management: Procedures for handling advertising-related crises or emergencies
9. Subcontractor Rights: Terms governing use of subcontractors, needed when agency plans to outsource work
1. Schedule A - Scope of Services: Detailed breakdown of all services included in the retainer
2. Schedule B - Fee Schedule: Detailed fee structure, including hourly rates for additional services
3. Schedule C - Service Levels: Specific service levels, response times, and delivery timeframes
4. Schedule D - Approved Subcontractors: List of pre-approved subcontractors if applicable
5. Schedule E - Client Brand Guidelines: Client's branding requirements and guidelines
6. Schedule F - Reporting Requirements: Format and frequency of performance and activity reports
7. Appendix 1 - Agency Team Structure: Organization chart and key personnel assignments
8. Appendix 2 - Approval Process: Detailed workflow for obtaining client approvals
Retail
Consumer Goods
Financial Services
Technology
Healthcare
Automotive
Food and Beverage
Entertainment
Travel and Tourism
Education
Professional Services
Real Estate
Telecommunications
Non-Profit Organizations
Sports and Recreation
Legal
Marketing
Procurement
Finance
Compliance
Brand Management
Creative Services
Digital Marketing
Media Planning
Account Management
Executive Leadership
Operations
Chief Marketing Officer
Marketing Director
Brand Manager
Procurement Manager
Legal Counsel
Contract Manager
Marketing Operations Manager
Agency Relations Manager
Finance Director
Compliance Officer
Creative Director
Account Director
Media Director
Digital Marketing Manager
Chief Financial Officer
Chief Executive Officer
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