Advertising Services Framework Agreement

This Advertising Services Framework Agreement template establishes a structured and long-term relationship between the Client and the Agency for the provision of advertising services. It allows the Client to request services on a project basis through individual Project Statements of Work (SOWs), ensuring clarity, consistency, and compliance with agreed terms and conditions.  The agreement outlines the respective responsibilities, obligations, and processes for both parties, covering aspects such as approvals, fees, intellectual property rights, data protection, and termination. This framework agreement template facilitates the collaboration and high standards of performance in delivering advertising services. The template is drafted with the Client’s interests in mind and includes provisions for managing third-party suppliers, maintaining confidentiality, and ensuring compliance with relevant laws and policies. By using this template, both parties can ensure a clear understanding of their roles and expectations, promoting a successful and productive partnership. 

This template includes the following provisions:

1. Parties Involved: The agreement is between the Client and the Agency.
2. Definitions: Key terms are defined for clarity.
3. Term: The agreement is effective for a specified period, typically 12 months.
4. Appointment: The Agency is appointed to provide advertising services.
5. Projects: Services are provided on a project basis, detailed in Project Statements of Work (SOWs).
6. Change Control: Procedures for making changes to the agreement or SOWs.
7. Approvals: Client approval is required for creative treatments and deliverables.
8. Third-Party Suppliers: The Agency manages third-party suppliers with Client approval.
9. Agency Obligations: The Agency must perform services with due skill, care, and compliance with laws.
10. Client Obligations: The Client provides necessary materials and information.
11. Intellectual Property Rights: Ownership and licensing of IP are detailed, with the Client typically owning deliverables.
12. Indemnity: The Agency indemnifies the Client against certain losses.
13. Warranties: The Agency provides warranties on the quality and compliance of services and deliverables.
14. Fees and Third-Party Fees: Details on how fees are calculated and paid.
15. Payment: Payment terms and conditions, including invoicing and late payment interest.
16. Record Keeping and Audit: The Agency must keep accurate records and allow audits.
17. Data Protection: Compliance with data protection laws is required.
18. Insurance: The Agency must maintain appropriate insurance coverage.
19. Project Management: Appointment of Contract Managers and regular status meetings.
20. Key Personnel: Specific individuals are identified as essential to the project.
21. TUPE: Provisions related to the Transfer of Undertakings (Protection of Employment) Regulations.
22. Limitation of Liability: Limits on the liability of both parties.
23. Termination: Conditions under which the agreement or SOWs can be terminated.
24. Consequences of Termination: Obligations of both parties upon termination.
25. Confidential Information: Obligations to maintain confidentiality of shared information.

The following schedules are provided:

1. Schedule 1: Project SOW Template
   • Purpose: Provides a template for individual Project Statements of Work (SOWs).
   • Contents:
     • Project details (description, start and end dates)
     • Services and deliverables (detailed descriptions)
     • Minimum license terms for third-party materials
     • Project plan (key dates and timetable)
     • Fees and third-party fees (calculation and estimates)
     • Key personnel (names and roles)
     • Special terms (any terms that take precedence over the main agreement)
     • Client authorised approver (contact details)
2. Schedule 2: Fees
   • Purpose: Lists the fees payable for different creative services.
   • Contents:
     • Detailed list of fees for each service provided by the Agency.
3. Schedule 3: Rate Card
   • Purpose: Provides the Agency’s rate card for services billed on a time and materials basis.
   • Contents:
     • Detailed rate card specifying hourly or daily rates for various roles and services.
4. Schedule 4: Client Policies
   • Purpose: Outlines the Client’s policies that the Agency must comply with.
   • Contents:
     • Brand guidelines
     • Editorial or advertising policies
     • Technical specifications
     • Marketing guidelines
     • Modern slavery policy
     • Anti-bribery and corruption policy
     • Personnel and equality policy
     • Data and privacy policy
     • Health and safety policy
     • Location or site-based rules
5. Schedule 5: Data Protection
   • Purpose: Details the data protection provisions to ensure compliance with data protection laws.
   • Contents:
     • Specific data protection obligations
     • Roles and responsibilities of the Client and Agency regarding personal data
     • Measures for data security and handling
     • Procedures for data breaches and compliance with data protection regulations.

Publisher’s Notice:

Note: This publication does not necessarily deal with every important topic, nor cover every aspect of the topics with which it deals. Templates do not include or provide legal or other advice to users. They are designed to provide a head-start to the development of a commercial agreement and are not the finished article. They require careful reading, analysis and customisation in order to meet the particular needs of the parties to the document. 

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Publisher: Atkins-Shield Ltd: Company No. 11638521 
Registered Office: 71-75, Shelton Street, Covent Garden, London, WC2H 9JQ

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