This Internet Advertising Agreement is between a company desiring to engage a
provider of internet based advertising services such as pay-per click programs and
linking of company's website to the provider's site to generate traffic. The agreement
governs the terms of engagement, how the company's advertisement content is
generated, the payment of fees, the terms, termination grounds and procedures,
nondisclosure obligations and representations of the originality of each party's
intellectual property, and respective disclaimers of warranties. Generally in this
agreement, each party retains the exclusive right to its own intellectual properties. Use
this form if one is a company desiring to engage a provider of internet based advertising
services.
INTERNET ADVERTISING AGREEMENT
THIS INTERNET ADVERTISING AGREEMENT (the “Agreement”) is made between
_________________with its business place at _____________ (“Provider”) and
___________________of ________________ (“Customer”).
RECITALS
WHEREAS, Provider maintains a website at ______________________________ (“Website”).
Customer agrees to advertise its products and services on the Website in accordance with the
referenced terms and conditions set forth below.
In consideration of the mutual promises and covenants contained in this Agreement, the parties
hereto agree as follows:
1. Appointment; Services.
The Customer hereby engages Provider and Provider accepts the engagement to provide services
in Internet-related advertising such as to display text-based descriptions or banner/button of
Customer’s website (“Advertised Site”), and a hypertext pointer or “hotlink” which, when
clicked by a mouse, transports visitors from the Website to the Advertised Site (the
“Advertisement”) and more particularly set forth in specified in Exhibit 1. The Provider reserves
the right in its sole discretion to determine all matters concerning the configuration of hardware,
software, telecommunications, system components, advertising categories, positioning of
Customer's Advertisement, and other administrative or operational issues for the Website as it
deems necessary or helpful in the normal course of business.
2. Payment.
Customer agrees to pay Provider the amounts and in the manner set in the attached Exhibit 1.
Customer further agrees to pay a ‘non-refundable’ fee as set forth in the Exhibit 1. Unless
otherwise provided, Customer must pay in advance for any contract extension(s) commencing
immediately after expiration of the Initial Term. Provider reserves the right to charge Customer
the maximum amount allowed under the law or 1.5%, in addition to collection costs, attorneys
fees, court costs, late fees, returned check fees, or any other fees attributed to late or non-
payment by the Customer. In addition, Provider reserves the right to cancel this Agreement for
any advertising for which payment is overdue.
3. Content.
Customer agrees to provide and authorizes Provider to collect all information, materials,
photographs, images or other content necessary or desirable for the production and/or publication
of the Advertisement Content (the “Content”).
4. Right to Edit.
4.1 Provider reserves the right to edit, revise, or reject any advertising or material presented by
Customer. Customer agrees not to include in the Advertisement or the Advertised Site any
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material which violates or infringes the rights of any person or which a reasonable person would
consider abusive, profane or offensive, which is defamatory or harassing, or which violates or
encourages others to violate any applicable law. Unless otherwise agreed, Customer shall not
include excessive hotlinks from the Advertised Site to third party Web sites.
4.2 Customer must request for edit or revision with a __ days notice. If Provider rejects any
advertising material that Customer submits to Provider, Provider will notify Customer. Even
after Provider accepts the advertising, Provider has the right to remove it if it does not function
correctly or for any of the reasons described above. Placing the advertising on Provider’s
Website does not signify their approval or waiver of the right to object to it in the future.
5. Termination.
Customer may terminate this Agreement with or without cause by providing ___ days prior
written notice to Provider. Following such notice period, Customer will be entitled to receive a
refund for all unused amounts till the termination notice. In all events, the initial fee deposited as
an advance is non-refundable. Notwithstanding the foregoing, the termination of this Agreement,
by Customer, shall not relieve Customer of its payment obligation for such events where
Customer has exceeded its account balance in terms of click-throughs. Provider reserves the right
to terminate this Agreement for any reason, with or without cause, upon thirty (30) days written
notice to Customer.
This Agreement shall have the option of auto renewal for a period of ___ months if either party
has not sent a termination notice to the other ____days prior to termination. In the event that the
terms of this Agreement are subject to change after any renewal of this Agreement, parties will
execute a written amendment to this Agreement within ___ days of auto-renewal.
6. Indemnity.