ONLINE ADVERTISING AGREEMENT

This Online Advertising Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT THE NAME OF THE ADVERTISER], having registered office at [INSERT THE ADDRESS OF THE ADVERTISER] (hereinafter referred to as the “Advertiser” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT THE NAME OF THE CLIENT],  having registered office at [INSERT ADDRESS OF THE CLIENT](hereinafter referred to as the “Client” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Advertiser” and the “Client” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS:

1. The Advertiser owns and is engaged in the business of providing online marketing and advertising.
2. The Client desires to engage the Advertiser for advertisements and to promote its product and services.
3. The Parties mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. "Advertiser” shall mean a company or an individual who is engaged in providing online marketing and advertising space.
   2. “Ad Materials" shall mean any and all materials, including but not limited to images, graphics, videos, text, and any other creative content provided by the Client to the Advertiser for use in the advertising campaign.
   3.  "Advertising Services" shall mean the services to be provided by the Advertiser to the Client, which may include but are not limited to, creating, implementing, and managing the advertising campaign.
   4. “Confidential Information” shall mean the any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party (Advertiser) to the other party (Client) in connection with the terms and conditions whether in written, oral, electronic, or any other form, and identified as confidential or which the Client should reasonably understand to be confidential.
   5. “Intellectual Property” refers to any patents, trademarks, service marks, trade names, copyright, trade secrets, know-how or other intellectual property rights, applications, registrations mentioned in this agreement thereof.
2. TERM AND TERMINATION
   1. The term shall commence on the effective date hereof and shall continue for a period of [INSERT THE DURATION OF THE AGREEMENT], unless terminated earlier or extended as per the terms of this agreement.
   2. Notwithstanding any other provisions herein contained, and without prejudice to any other rights, either party shall have the right to terminate the present Agreement by giving the other party a written notice of [INSERT THE DAYS WITHIN WHICH THE NOTICE OF TERMINATION SHALL BE GIVEN] days.
   3. The Parties may terminate the Agreement if there is a material breach of the terms and failure to resolve such a breach within 30 days of notification of such a breach.
3. ADVERTISING SERVICES
   1. The Advertiser agrees to provide the Advertisement services to the Client in accordance with the specification and requirements mentioned in Exhibit A, attached and form an integral part of the agreement.
   2. Any additional service shall require a prior written mutual agreement. The Client may ask the advertiser to remove or withdraw the advertisement before expiration of the term with a prior written notice.
4. PAYMENT
   1. In consideration for the advertisement Service, the Client shall pay the Advertiser a maximum total fee for all work under this Agreement of [INSERT THE TOTAL AMOUNT OF FEES TO BE PAID TO ADVERTISER BY CLIENT]. Fees billed shall be due and payable upon the execution and delivery of this agreement. The Services are mentioned in Exhibit A which is attached to this Agreement.
   2.  All payments made to the Company under this Agreement must be in [INSERT THE CURRENCY].
   3. The client agrees to pay the amount mentioned in the invoice within 5 business days. The payment shall be made via [INSERT THE MODE OF PAYMENT].
5. AD MATERIALS AND DELIVERY
   1. The client is responsible for providing all the necessary and accurate information or ad materials to the advertiser for the publication of the advertisement.
   2. If the client does not provide the ad materials on the start date as agreed upon by the parties, the advertiser shall not be responsible for the delayed start of the advertisement on the website. The Advertiser shall not be held liable for any errors in the ad materials provided by the client.
   3. The client shall provide all the required ad material to the Advertiser on the following email [INSERT THE EMAIL ID OF ADVERTISER].
   4. Client acknowledges that the Advertiser will not be responsible or liable for the quality of any portion of the Advertisement that does not meet the established mechanical criteria. If at any time Client desires to modify its content, it shall provide a written request to the advertiser specifying in detail the modification desired. The Advertiser shall, within a reasonable time, effectuate the modifications to the content.
6. ADVERTISER’ S OBLIGATION
   1. The Advertiser shall diligently and professionally in good-faith perform the services as mentioned in Exhibit-A.
   2. The Advertiser shall exercise due-care and skill in executing the tasks and adhere to industry best practices.
   3. The Advertiser shall be available to offer consultation and support to address any related inquiries or concerns raised by the client during the term of this agreement and for a period of [months] after the completion of such services.
   4. The Advertiser shall not disclose any confidential information of the client to any third party without the prior permission of the Client.
7. CLIENT’S OBLIGATION
   1. The Client shall provide all the relevant access, information, and data to the Advertiser in order to render the Services as per the terms and conditions of this Agreement.
   2. The Client shall ensure that the Ad Materials comply with all applicable laws, regulations, and industry standards, including but not limited to copyright, trademark, and advertising regulations.
   3. The Client shall not engage in any activity that may violate the Advertisements guidelines or compromise the integrity of the Services.
   4. The Client shall provide timely payments to the Advertiser for the services as per the agreed terms and conditions.
   5. The Client shall not disclose any confidential information of the Advertiser to any third-party without the prior permission from the Client.
8. APPROVAL AND REVISIONS
   1. The Advertiser shall review and approve the suitability of the Ad Materials for the advertising campaign. The Advertiser reserves the right to reject any Ad Materials that are deemed inappropriate, unlawful, or do not meet the campaign's requirements.
   2. In the event the Advertiser rejects the Ad Materials, the Client shall make necessary revisions and resubmit the revised Ad Materials to the Advertiser for approval.
9. OWNERSHIP AND INTELLECTUAL PROPERTY
   1. The Client retains all rights, title, and ownership of the Ad Materials provided to the Advertiser for the advertising campaign.
   2. The Advertiser retains all rights, title, and ownership of any materials created or developed by the Advertiser for the advertising campaign, including but not limited to ad designs, layouts, and campaign-specific content.
   3. Client grants the Advertiser a limited, non-transferable, nonexclusive license to copy, use, store, set up, publicly display, publicly perform and transmit the Client’s Advertisement (including any trade names, trademarks and service marks shown) during the term of this Agreement and solely in connection with this Agreement. Upon termination of this Agreement, the advertiser will remove the Client’s Advertisement, destroy all copies of it and cease further display of the Advertisement.
   4. Nothing in this Agreement grants Client any right to use the name, trademark, or service mark of the advertiser in any advertisement, sales promotion, or press release without The advertiser’s prior written approval.
10. REPRESENTATION AND WARRANTY
    1. The client represents and warrants that all the information provided to the advertiser, including business information and contact details is accurate, complete and up-to-date.
    2. The Client warrants that it will comply with all the reasonable revisions and approvals provided by the Advertiser to enhance the performance and gain desired results.
    3. The Client acknowledges that the advertiser, in the rendition of the Services hereunder, may engage subcontractors from time to time to provide certain services. The Advertiser represents and warrants having necessary skills, expertise, knowledge and resources to perform the Services in a professional and competent manner.
    4. The advertiser warrants that all the techniques and strategies used during the advertisement campaign shall be in compliance with applicable law, regulations, and industry best practices.
11. INDEPENDENT CONTRACTOR
    1. The Advertiser acknowledges that they are solely an Independent Contractor and is not an employee, agent, partner of the Client. The Client will provide with the details of the Services it wants from the Advertiser to undertake and perform henceforth. The Client shall not withhold any taxes or any amount or payment due to the Advertiser and which it owes to the Advertiser in regard to the services rendered by it to the Client.
12. LIMITATION OF LIABILITY
    1. In no event shall either party be liable to the other party for any indirect, incidental, consequential, special or exemplary damages, including without limitation, business interruption, loss of or unauthorized access to information, damages for loss of profits, incurred by the other party arising out of the services provided under this agreement, even if such party has been advised of the possibility of such damages, In no event will neither party’s liability on any claim, loss nor liability arising out of or connected with this agreement shall exceed the amounts paid to the Advertiser by client.
13. INDEMNIFICATION
    1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
14. CONFIDENTIALITY
    1. Definition of Confidential Information. As used herein, "Confidential Information" shall mean and include all information disclosed by either Party under this Agreement, whether marked confidential or not, including without limitation the terms and conditions of this Agreement, the services and products, business and marketing plans, technology and technical information, financial information, product designs, and business processes, specifications, network diagram,  (whether in tangible or intangible form, in written or in machine readable form, or disclosed orally or visually). 
    2. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
    3. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
    4. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
    5. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
    6. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
15. FORCE MAJEURE
    1. In the event that either party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of any Act of God, strike, fire, flood, governmental acts, orders or restrictions, Internet system unavailability, system malfunctions, pandemic or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party (a “Force Majeure Event”), the party who has been so affected shall give notice immediately to the other party and shall use its reasonable best efforts to resume performance. Failure to meet due dates resulting from a Force Majeure Event shall extend such due dates for a reasonable period. However, if the period of nonperformance exceeds (NO OF DAYS) days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been affected may, by giving written notice, terminate this Agreement effective immediately upon such notice or at such later date as is therein specified.
16. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE WHOSE LAWS WILL BE APPLICABLE] .
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
    3. By direct negotiations between the Advertiser and Client. 
    4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE THAT SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
17. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Client: [INSERT EMAIL ID OR/AND ADDRESS OF CLIENT ]
       2. If to the Advertiser: [INSERT EMAIL ID OR/AND ADDRESS OF ADVERTISER]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
18. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall then be referred to and settled by way of arbitration proceedings in accordance with the Arbitration laws of [INSERT THE PLACE WHERE ARBITRATION PROCEEDINGS WILL TAKE PLACE] then in force.
19. MISCELLANEOUS
20. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
21. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be english.
22. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
23. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
24. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
25. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
26. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
27. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Advertiser

Name: [INSERT NAME OF ADVERTISER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT THE DATE ON WHICH ADVERTISER SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Client

Name: [INSERT NAME OF CLIENT/SIGNING AUTHORITY AND DESIGNATION]

Signature: 

Date: [INSERT THE DATE ON WHICH CLIENT SIGNS THE AGREEMENT]

EXHIBIT-A

(DESCRIPTION OF SERVICES AND PAYMENT)

[MENTION DESCRIPTION OF SERVICES AND PAYMENT]