This is an agreement between a magazine publisher and an Advertiser regarding the
Publisher’s inclusion of the Advertiser’s ad in the magazine. The agreement provides a
flexible format, with the variable information (such as ad size, position, frequency and
fee) in the Exhibit section. The agreement further provides that the Magazine is held
harmless for the content of the ad and the Magazine reserves the right not to print the
advertisement. This document can be modified to fit the needs of the drafting parties.
THIS ADVERTISING AGREEMENT (the “Agreement”), made as of ___________
[Instruction: Insert Date], by and between ___________ [Instruction: Insert Name of
Magazine Publisher], ___________ [Instruction: Insert Address] (the “Publisher”) and
___________ [Instruction: Insert Name of Advertiser], ___________ [Instruction: Insert
Address] (the “Advertiser”).
WHEREAS, Publisher publishes the magazine known as ___________ [Instruction: Insert
Name of Magazine] (the “Magazine”);
WHEREAS, Advertiser wishes to place one or more advertisements (each an “Ad”) in the
Magazine and Publisher is agreeable, subject to the following the terms and conditions;
NOW, THEREFORE, in consideration of the promises and other good and valuable
consideration set forth herein, the parties agree as follows:
1. Advertisement. Advertiser shall deliver each Ad to Publisher pursuant to the specifications,
terms and conditions set forth in Exhibit “A” hereof, attached hereto and incorporated herein. If
Publisher deems the Ad suitable, Publisher may elect, in Publisher’s sole discretion, to include
the Ad in a particular issue of the Magazine, in all media, whether now known or hereafter
devised, in which the issue containing the Ad is published, reproduced, distributed, displayed,
performed, or transmitted, in whole or in part.
2. Fee. Within thirty (30) days of the later of: (A) Advertiser’s receipt of Publisher's detailed
invoice indicating the amount due and (B) the publication of the Magazine containing the Ad,
Advertiser shall pay to Publisher the fee set forth in Exhibit “A”. All unpaid fees shall be subject
to Publisher’s standard late payment fees and penalties, including but not limited to the accrual
of interest at the legal rate.
3. Representations, Warranties, Indemnification, Reservation of Rights and Limitation of
A. Advertiser represents and warrants that any Ad submitted to Publisher complies with all
applicable laws and regulations and does not violate the rights of, and is not harmful to, any
person or entity (including, but not limited to, any intellectual property rights, rights of publicity
and/or rights of privacy).
B. As part of the consideration to induce Publisher to publish the Ad in the Magazine,
Advertiser, its affiliates, employees, owners and representatives agree to indemnify and hold
Publisher and its affiliates, employees, owners and representatives, harmless from any and all
liability, loss damages, and expense of any nature, including reasonable attorneys’ fees, arising
out of any actual or potential claims, demands, and litigation alleging that the Ad(s) or other
submitted materials are libelous or obscene and/or violates any rights of any person or entity
(including, but not limited to, any intellectual property, rights of publicity and/or rights of
C. Publisher reserves the right, in its absolute discretion and at any time, to cancel or reject
any Ad at any time, for any reason. Publisher shall be under no liability for its failure, for any
reason, to insert any Ad in any issue of the Magazine.
D. In no event shall Publisher’s liability with respect to any Ad exceed the total amount paid
to Publisher for such Ad, including any liability resulting from the errors or omissions of the
Magazine. In no event shall the Magazine be liable for special, incidental, consequential or
A. This Agreement constitutes the entire agreement between the parties hereto with respect
to the specific subject matter hereof and supersedes all prior agreements or understandings of any
kind with respect to the specific subject matter hereof.
B. In the event that any provision or part of this Agreement shall be deemed void or invalid
by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full
force and effect.
C. Any modification to this Agreement must be in writing and signed by the parties or it
shall have no effect and shall be void.
D. This Agreement is binding upon and shall inure to the benefit of the respective
successors, licensees and/or assigns of the parties hereto. Publisher may assign any or all of