Internet Advertising Agreement
An Internet Advertising Agreement is an agreement typically between a company seeking to advertise and an Internet advertising provider, and typically covers concepts such as: the advertising services provided, the items to be provided to the advertiser and the advertiser’s duties with respect to distributing the advertisement, a license from the company to the advertiser to use the advertising material, provisions outlining the proprietary rights and intellectual property rights between the parties, an outline of any applicable content restrictions, customary (and any special) representations and warranties, indemnification obligations, an outline of the term and termination provisions of the agreement, and the pricing and payment terms.
Strategic Contract Drafting
When preparing Internet Advertising Agreements, it is common to see the precise description of the internet advertising services broken out into a separate exhibit, which provides in a menu format the level of services and variable pricing according to the level or type of service required. We recommend that parties to an internet advertising contract consider breaking out certain material business terms of the contract to enable the customer to add or modify services, and the pricing for such services, during the contract term without having to execute a new contract.
Intellectual Property Rights
When preparing such an agreement on behalf of internet advertising provider, we also recommend carefully scrutinizing the warranties made by the customer, and particularly, that the advertising copy and material provided by the customer does not infringe on the intellectual property rights of third parties. Such a provision should be carefully drafted with the other provisions in the agreement to ensure that there is adequate indemnification for a breach of any of the representations made by the customer with respect to third party intellectual property.
For example, a price premium could be imposed for a more prominent listing or for including links to the customer’s site or to additional sources of information.
Knowledgeable Legal Counsel
If your company desires to have an internet advertising agreement strategically prepared by an attorney, or, alternatively, if your company is considering entering into such an agreement and seek to have the agreement reviewed by our lawyers, please contact Stephens & Kray and tell us about your matter.