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What is an advertising contract?

An advertising contract is the document that establishes an agreement between two parties involved. The freelance advertiser provides space or time in which the goods are marketed to the public. Don’t go into business with a company without a simple advertising contract template based on what was agreed on from your marketing scope of work template - be a smart freelancer.

The world in business is complicated. It becomes tough to keep track of the agreements or contracts. These documents are drafted and amended over and over again. Most importantly, it is a powerful document when it comes to negotiations, and this is the advertiser contract. So it is essential to know the contents of an advertising contract as a freelancer that wants a rewarding career.

The advertising agreement is a contract document that secures the relationship between two parties, based on what was established in the advertising proposal phase. This type of document permits the advertising process based on the consent of both parties involved. The publisher owns the medium for advertisement while the freelancer has the content to be advertised.

The freelancer meets with the publisher to advertise his content to get a bigger audience. There are different platforms for advertising. These platforms include newspaper advertisements, internet advertisements, and others.

Freelance work is based on trust, and you need something to act as proof of the relationship. You’re meeting the client for the first time, and you don’t know much about them. While you expect them to meet their obligations based on the project details, they may not live up to it. You may disagree along the way, and the ads agreement would be of help at this point. A sample advertising agreement outlines your scope of work and the amount you expect the client to pay you after completing the project. Besides this, an ads agreement highlights your terms of payment. Like when do you want the client to pay you your dues? Usually, freelancers disagree with clients over late payment, and you don’t want to a victim, as it’s not an interesting experience. 

If you’re stepping into the freelance world for the very first time, you may find it challenging to create an ads agreement, or even to calculate your advertising professional tax deductions. Even so, don’t beat yourself if you can’t figure it out. There several sample advertising agreement templates that can guide you through the journey. You only need to know what makes a good ads agreement and choose the best template out of those available online. Most sample advertising agreement templates are already structured and formatted, and, therefore, all you need to do is fill in the required details. Even then, you need to be a little creative when using the template so that your ads agreement addresses the client’s specific needs. 

So, what should you consider when drafting a sample advertising agreement? An ads agreement should contain several clauses. We have the termination clause, payment terms, scope of work, patent rights, and many more. You can check an ads agreement sample online to familiarize yourself with the different sections. In the meantime, let’s learn something more about a sample advertising agreement.

A perfect work-life balance is fundamental for the freelance advertiser who values success, increased earning, a sound mind, and good health. Any freelancer who values success has to prioritize work-life balance. In this regard, the advertising contract plays a critical role in ensuring that freelancers get what they need and deserve. Many times, failing to give this issue the attention it needs leads to unproductivity. Therefore, it is upon you to ensure that your work and personal life all balance out perfectly.

How does the simple advertising contract template help?

Advertising Contract Template
Image source: template.net

What should be included in an advertising contract template?

A good, well-written advertising contract allows freelancers the freedom to take breaks when the need arises. Otherwise, burnout could become a reality from which the freelance advertiser never recovers. Furthermore, it is worth noting that work is not the only important issue in life. At times, you may need to take breaks for the sake of your loved ones, who equally need you in their lives as much as your clients. It may be difficult to take these breaks since nobody is paying you. However, your mental stability needs the breaks more than you realize.

2. Handle yourself with care using an advertising agreement

Many freelancers would probably frown at the idea of carrying themselves like employees once again after leaving their 9-5 jobs. However, this is critical for many reasons. For example, an employee knows his limitations. Freelancers who run their own firms or consultancies should not look down upon identifying their limits and learning to let go, especially when nothing seems to change despite putting in the best effort. For this reason, craft the simple advertising contract template in such a manner that it leaves you ample room to walk away in case your efforts fall short.  

3. Learning to say "no" when drafting an advertising contract template

All freelancers are great at some things but not all things. There is nothing wrong with accepting this fact. You cannot excel at everything. Sadly, some clients will not hesitate to try to take advantage of you by running you to the ground until you feel like a stranger in your body. Avoid all this by teaching yourself to say no, especially when the pay does not match the effort you put into the project. Moreover, freelancers who have no problem saying no prove to clients that they know their worth. Stop saying yes to all work, projects, and requests.

4. Keep yourself healthy through your advertising contract

Your health is your most important wealth. You cannot quantify or monetize your health. Failure to heed the warnings your body tells you regarding your health could cause a financial loss from which you could never recover. Therefore, learn to listen to your health. Otherwise, your advertising contract could prove non-effectual in your life when sicknesses become the order of the day. Once again, be ready to take a break if your health so demands it. Do something different during such breaks to get your mind away from work completely.

Advertising Contract Template Sample
Image source: biztreeapps.com

5. Network with your peers

Social media has made it possible for people from different backgrounds to meet or stay in touch. Take advantage of this phenomenon to network with your peers. What is more, you could just meet somebody who helps you solve an advertising problem that threatened to drive you mad for a long time. Networking also offers you a chance to breathe normally and stay away from your work. Use it to freshen up. Maximize these connections to remind yourself that there is life outside what your advertising contract mentions.

6. An advertising contract defines demands

Contracts are deemed necessary because it represents the need and the responsibilities that come with expectations from both parties.

What are the essentials of an advertising contract?

There is guaranteed security between both parties, which also generates a lot of respect. This status is essential as a freelancer to have a secured simple advertising contract template.

8. Proper execution of advertising contracts

Arrangements can be used to make sure that when services are rendered and the service payment shall be of adequate performance.

9. An advertising agreement template can be used as evidence

Contracts can also be used as evidence in the case of payment disputes. If you take a look at payment contract templates, there would be appropriate guidance on this. Therefore, a hard copy should be kept as evidence.

Advertising Contract Template Example
Image Credits: template.net

10. Put emphasis on credibility when drafting your advertising contract

They help in emphasizing credibility, legibility, and completeness of the said agreement. This feature is highly essential when a consultant is developing an advertising contract. When there is credibility, both parties would be comfortable with the terms and conditions of the agreement.

11. An advertising contract template protects

Advertising contracts can be said to serve as a protector of a party’s resource that is specific. As a freelancer, such a deal helps in protecting you.

When you're about to make a business agreement, it is vital to know what the contract is. You should know how it looks like, what it should include (very important), and the components it must have. It is worthwhile to note that there is a difference between an advertising contract and an investment contract. It is essential to create a usable and practical arrangement. Therefore, the specifications of each of the content items have to be known.

12. Advertising contract template must haves

Advertising contracts must have the following contents:

12.1. Provider’s information

This information includes the name of the company, the director, address, e-mail, fax, V.A.T ID, and court registration.

12.2. A list of advertising materials

In this list, there are details of what to use, whether it could be print or digital.

12.3. Materials for printing/data online advertising

When ordering for such materials, it should be predetermined and positioned ahead of time.

12.4. For the advertising tool, there should be liability and warranty

The advertising reproduction must be ensured and guaranteed by the advertiser to meet the expectations of the clients.

12.5. Deadlines for payment

Clearly stated must be the payment dates as well as deadlines

Advertising Contract Template PDF
Image credits: sampletemplates.com

13. The necessity of the advertising agreement

Whenever you want to advertise your freelancing services to the audience or potential customer through an advertising means mentioned above. It is essential to have an sample advertising agreement that binds you and the advertising agency. This ads agreement would involve the responsibility of the two parties, terms, and conditions for payment that the two parties agreed on and there a length of the agreement period.

14. Reasons covered by your advertising contract

A freelancer or consultant meets with an advertising agency to advertise their services or product for so many reasons. It is therefore good for freelancers to know the various objectives for advertising. These objectives are as follows.

14.1. Attention

Catching the attention of the audience or a potential buyer is one of the objectives of advertising different products or services. The aim of getting their attention is to create a good impression about the products and services in their heart which they will continue to remember

It’s not easy to capture the attention of a customer, as there are already several other products in the market. But even then, you still have to find a way of making them buy your services and consequently turn into repeat customers. That calls for creativity and understanding of the needs in the market. As a freelancer, it’s your responsibility to demonstrate to the client that you can actually get hold of customers and convince them to buy your products. That’s essentially your work, and you need to do it perfectly.

14.2. Desire

The desire of every business and company individual is for their freelancing services and products to increase in sales. This is an important objective of advertisement. It would grow the business or companies.

Every client wants to see results on hiring you. If you aren’t going to add any value to their business, they may consider hiring another freelancer to do the job, and that’s the last thing you’d like to happen. Therefore, based on the client’s needs, be sure to help them achieve their business goals. It’s all about driving traffic to their sites and consequently boosting their sales. Remember the promises you made in the proposal? Well, now it’s time to fulfil them to the letter. It’s not a difficult task. Just flex your muscles and apply your expertise as needed.

14.3. Medium

A medium through which the audience gets to know about your company, services, and products is through advertising. Therefore, awareness about your brand could be built through this medium. So, awareness of a new product or freelancing service is another significant advertising objective. This act is of good advantage to either exist or new companies having a well-prepared advertising agreement with the agency.

There are several platforms through which a company can advertise their products. However, not all will work for a given product. That’s why, as a freelancer, you need to help your client choose one where the client’s business has a strong influence. Of course, that’s not easy, but with a little research, you’re good to go. Take time to study the client’s audience and build a marketing strategy that will drive sales to their business.

15. Types of media covered in your advertising contract template

There are various media and methods through which freelancers, businesses, and companies advertise their services or products. Though each of the media has its limitations. The various types of Media for advertising services and products are as follows

15.1. Television

To get information about a product or service to the audience or consumers, television is a good medium. The television has the visual and audio features which can be used to promote services or products effectively. 

15.2. Newspaper

It is not every person that has access to a TV or other media through which they get information about current services and products. So freelancers make use of the Newspaper to advertise their service or product to consumers or potential buyers. However, it is an old way of advertisement. Even though it is old, it is still very relevant in the business world for product advertising.

15.3. Radio

Most people all over the world listen to the radio each day. Based on this fact, a means to effectively advertise a product or service is through the radio. The radio has only the audio feature which is used for advertising.

15.4. Internet

To advertise a service or product on a global or bigger scale, the internet is a good means. This fact is obvious from the modern behavior of potential customers with smartphones. Such customers have good access to the internet. This makes the internet a very good means for services and product advertising. However, details about internet advertising should be clearly stated in the ads agreement document.

Advertising Contract Template Sample PDF
Image credits: contractstemplates.org

Conclusions

In a simple advertising contract template, the outcome must be in sync with the overall desires of both parties. This conclusion should be for each other’s accountability.

The act of advertising your freelancing services will always promote your business. The internet is the best means to reach the world and inform potential customers about your services. Other media could be used if you don't have access to the Internet. However, you should download a prepared template for an sample advertising agreement before starting the advertisement.

As demonstrated here, life is for the living. Freelance advertisers should take cognizant of this fact before everything starts going haywire. Your life, as a freelancer, does not start and stop at the advertising contract.

Therefore, fill the contract with clauses that protect your health and sanity. This way, you would have put in place measures that make it easy for you to avoid burnout and remain productive. As previously stated, your health is your biggest asset, and your contract must not forget this!

Do get ahead in this game, and try creating your advertising contract now!

Use this template
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The simplest way to create a legally sound contract. Check out an example below

Advertising Contract Template

This Contract is between Sample Client (the "Client") and John Doe (the "Marketer").

The Contract is dated [the date both parties sign].

1. WORK AND PAYMENT.

1.1 Project. The Client is hiring the Marketer to do the following: The Marketer will assist the Client with advertising services.

1.2 Schedule. The Marketer will begin work on August 21, 2020 and the work is ongoing. This Contract can be ended by either Client or Marketer at any time, pursuant to the terms of Section 6, Term and Termination.

1.3 Payment. The Client will pay the Marketer a rate of $75.00 (USD) per hour. Of this, the Client will pay the Marketer $800.00 (USD) before work begins.

1.4 Expenses. The Client will reimburse the Marketer's expenses. Expenses do not need to be pre-approved by the Client.

1.5 Invoices. The Marketer will invoice the Client weekly. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 5.0% per month on the outstanding amount.

1.6 Support. The Marketer will not provide support for any deliverable once the Client accepts it, unless otherwise agreed in writing.

2. OWNERSHIP AND LICENSES.

2.1 Client Owns All Work Product. As part of this job, the Marketer is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the Marketer works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The Marketer hereby gives the Client this work product once the Client pays for it in full. This means the Marketer is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.

2.2 Marketer's Use Of Work Product. Once the Marketer gives the work product to the Client, the Marketer does not have any rights to it, except those that the Client explicitly gives the Marketer here. The Client gives the Marketer permission to use the work product as part of the Marketer's portfolio and websites, in galleries, and in other media, so long as it is to showcase the Marketer's work and not for any other purpose. The Marketer is not allowed to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.

2.3 Marketer's Help Securing Ownership. In the future, the Client may need the Marketer's help to show that the Client owns the work product or to complete the transfer. The Marketer agrees to help with that. For example, the Marketer may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the Marketer, the Marketer agrees that the Client can act on the Marketer's behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the Marketer after spending reasonable effort trying to do so, the Marketer hereby irrevocably designates and appoints the Client as the Marketer's agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Marketer and on the Marketer's behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).

2.4 Marketer's IP That Is Not Work Product. During the course of this project, the Marketer might use intellectual property that the Marketer owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Marketer is not giving the Client this background IP. But, as part of the Contract, the Marketer is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Marketer cannot take back this grant, and this grant does not end when the Contract is over.

2.5 Marketer's Right To Use Client IP. The Marketer may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Marketer to build a website, the Marketer may have to use the Client’s logo. The Client agrees to let the Marketer use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Marketer's job. Beyond that, the Client is not giving the Marketer any intellectual property rights, unless specifically stated otherwise in this Contract.

3. COMPETITIVE ENGAGEMENTS. The Marketer won’t work for a competitor of the Client until this Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client’s products or services. A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if the Marketer asks for permission beforehand and the Client agrees to it in writing. If the Marketer uses employees or subcontractors, the Marketer must make sure they follow the obligations in this paragraph, as well.

4. NON-SOLICITATION. Until this Contract ends, the Marketer won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the Marketer puts out a general ad and someone who happened to work for the Client responds. In that case, the Marketer may hire that candidate. The Marketer promises that it won’t do anything in this paragraph on behalf of itself or a third party.

5. REPRESENTATIONS.

5.1 Overview. This section contains important promises between the parties.

5.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

5.3 Marketer Has Right To Give Client Work Product. The Marketer promises that it owns the work product, that the Marketer is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Marketer uses employees or subcontractors, the Marketer also promises that these employees and subcontractors have signed contracts with the Marketer giving the Marketer any rights that the employees or subcontractors have related to the Marketer's background IP and work product.

5.4 Marketer Will Comply With Laws. The Marketer promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

5.5 Work Product Does Not Infringe. The Marketer promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Marketer has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Marketer has entered into or will enter into with someone else.

5.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Marketer if the Marketer has questions regarding this project, and to provide timely feedback and decisions.

5.7 Client-Supplied Material Does Not Infringe. If the Client provides the Marketer with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.

6. TERM AND TERMINATION. This Contract is ongoing, until ended by the Client or the Marketer. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4. The Marketer must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Marketer for the work done up until when the Contract ends and will reimburse the Marketer for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).

7. INDEPENDENT CONTRACTOR. The Client is hiring the Marketer as an independent contractor. The following statements accurately reflect their relationship:

- The Marketer will use its own equipment, tools, and material to do the work.- The Client will not control how the job is performed on a day-to-day basis. Rather, the Marketer is responsible for determining when, where, and how it will carry out the work.- The Client will not provide the Marketer with any training.- The Client and the Marketer do not have a partnership or employer-employee relationship.- The Marketer cannot enter into contracts, make promises, or act on behalf of the Client.- The Marketer is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).- The Marketer is responsible for its own taxes.- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Marketer or any of the Marketer's employees or subcontractors.

8. CONFIDENTIAL INFORMATION.

8.1 Overview. This Contract imposes special restrictions on how the Client and the Marketer must handle confidential information. These obligations are explained in this section.

8.2 The Client’s Confidential Information. While working for the Client, the Marketer may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Marketer promises to treat this information as if it is the Marketer's own confidential information. The Marketer may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Marketer use a customer list to send out a newsletter, the Marketer cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Marketer written permission to use the information for another purpose, the Marketer may use the information for that purpose, as well. When this Contract ends, the Marketer must give back or destroy all confidential information, and confirm that it has done so. The Marketer promises that it will not share confidential information with a third party, unless the Client gives the Marketer written permission first. The Marketer must continue to follow these obligations, even after the Contract ends. The Marketer's responsibilities only stop if the Marketer can show any of the following: (i) that the information was already public when the Marketer came across it; (ii) the information became public after the Marketer came across it, but not because of anything the Marketer did or didn’t do; (iii) the Marketer already knew the information when the Marketer came across it and the Marketer didn’t have any obligation to keep it secret; (iv) a third party provided the Marketer with the information without requiring that the Marketer keep it a secret; or (v) the Marketer created the information on its own, without using anything belonging to the Client.

8.3 Third-Party Confidential Information. It’s possible the Client and the Marketer each have access to confidential information that belongs to third parties. The Client and the Marketer each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Marketer is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.

9. LIMITATION OF LIABILITY. Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.

10. INDEMNITY.

10.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Marketer or both. For example, if the Client gets sued for something that the Marketer did, then the Marketer may promise to come to the Client’s defense or to reimburse the Client for any losses.

10.2 Client Indemnity. In this Contract, the Marketer agrees to indemnify the Client (and its affiliates and its and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Marketer has done under this Contract; (ii) a breach by the Marketer of its obligations under this Contract; or (iii) a breach by the Marketer of the promises it is making in Section 5 (Representations).

10.3 Marketer Indemnity. In this Contract, the Client agrees to indemnify the Marketer (and its affiliates and its and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.

11. GENERAL.

11.1 Assignment. This Contract applies only to the Client and the Marketer. The Marketer cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Marketer's permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.

11.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

11.3 Modification; Waiver. To change anything in this Contract, the Client and the Marketer must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

11.4 Notices.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

11.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

11.6 Signatures. The Client and the Marketer must sign this document using Bonsai’s e-signing system. These electronic signatures count as originals for all purposes.

11.7 Governing Law. The laws of the state of Arkansas govern the rights and obligations of the Client and the Marketer under this Contract, without regard to conflict of law principles of that state.

11.8 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.

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