Marketing Agency Agreement

(India)

This Packet Includes:

1. General Information
2. Instructions and Checklist
3. Marketing Agency Agreement
 General Information
Marketing Agency Agreement

A client whose products are ready to fly off the shelves has hired your
agency to exclusively market them. At this point, it is imperative that you
and the client have a written Marketing Agency Agreement which clearly sets
forth the agreement between the parties.

A Marketing Agency Agreement will provide your client with details

regarding the marketing and advertising services you will perform on their
behalf. The agreement should also set forth the name of the product(s),
consulting services, product analysis, marketing strategies and creative
advertising campaigns the agency will perform on the client’s behalf. This
agreement also contains provisions regarding the authority and
responsibilities, intellectual property ownership and non-compete and
confidentiality provisions between the parties.

Protect your rights with a well-written Marketing Agency Agreement. In the

event of disagreements or litigation, this written agreement will prove
invaluable. Your job is to successfully market your clients’ products, not
spend valuable time in court.
 Instructions and Checklist
Marketing Agency Agreement

 Read the agreement carefully.

 Insert all requested information in the spaces provided on the form.

 Read the compensation provision carefully and review the commission

structure as set out in Exhibit C. If the commission structure is
complicated, describe it fully and include examples to remove as much
ambiguity as possible.

 This agreement includes an arbitration provision. If you prefer to

settle any disputes through the court system, simply remove this
language from the “Governing Law and Dispute Resolution” provision
and replace with applicable language.

 This form contains the basic terms and language that should be
included in similar agreements.

 This form includes exhibits which should be attached and incorporated

as part of the agreement.

 Both the Client and the Agency must sign the Agreement.

 Both parties should retain either an original or copy of the signed

agreement.

 All legal documents should be kept in a safe location such as a

fireproof safe or safe deposit box.
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 MARKETING AGENCY AGREEMENT

This MARKETING AGENCY AGREEMENT (hereinafter referred to as the “Agreement”) is

made and effective on this _______________ day of __________, 20______, by and between
_____________________________________________ (hereinafter referred to as “Client”)
and _______________________________________________ (hereinafter referred to as
“Agency”).

RECITALS

A. Agency is engaged in providing marketing and advertising services to its clients;

B. Client desires to appoint Agency to render certain marketing and advertising services
as set forth in the attached Exhibit B (hereinafter referred to as the “Services”).

C. Agency agrees to render such Services as set forth in the attached Exhibit B on the
terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the above recitals, mutual promises and conditions
contained in this Agreement, the parties hereto agree as follows:

1. SERVICES

For the term of this Agreement, Client appoints Agency to act on its behalf as lawful agent
and representative for the purpose of sales, exploitation and marketing in respect of the
Products as set forth on the attached Exhibit A. Agency agrees to render to Client the
following services in connection with marketing services for the customers:

a) Provide consulting services to Client by making analysis of the Products in the

present and potential markets.

b) Formulate and submit advertising ideas, concepts and content for marketing
campaigns including cost estimates for the approval of Client.

c) After approval from Client, design, create and prepare creative content for
advertising, campaigning and other related services.

d) Develop marketing strategy and plan for the markets with advertising strategy and
rationales.

e) Execute advertising and marketing services as agreed upon in Exhibit B.

2. EXCLUSIVITY

Agency shall be the [Exclusive or Non-Exclusive] marketing agency in

_______________________ for the Client with respect to the Products.

Marketing Agency Contract 1

3. COMPENSATION
As consideration for its services, Agency shall be entitled to a commission as set forth on the
attached Exhibit C.

4. TERM

The term of this Agreement shall be for a period of ________________________ year(s)

commencing on the Effective Date, unless sooner terminated in accordance with this
Agreement.

5. TERMINATION

a) This agreement can be terminated by either party upon giving Thirty days written
notice of termination to the other party.

b) The Client can terminate this Agreement in the event of the Agency's breach of
contract, insolvency, bankruptcy, liquidation, death, or disability of the Agency

c) The Agency can terminate this Agreement if the Client becomes bankrupt or
commits a material breach of the Agreement.

6. RIGHTS UPON TERMINATION.

a) Upon expiration or earlier termination of this Agreement, Agency shall transfer,

assign and make available to Client all property and materials in Agency's possession or
subject to Agency's control that are the property of Client, subject to payment in full of
amounts due pursuant to this Agreement

b) Upon termination, Agency agrees to provide reasonable cooperation in arranging

for the transfer or approval of third party's interest in all contracts, agreements and other
arrangements with advertising media, suppliers, talent and others not then utilised, and all
rights and claims thereto and therein, following appropriate release from the obligations
therein.

7. RESPONSIBILITIES OF AGENCY

The Agency shall be responsible for the following:

a) Use its best efforts to solicit customers for the Products;

b) Conduct its business so as to maintain and increase the goodwill and reputation of
Client;

c) Use only promotional material mutually agreed upon for purposes of promotion of
the Products

8. LIMITS OF AUTHORITY

Agency shall not, without prior written approval from an authorised representative of Client,
take any of the following actions:

Marketing Agency Contract 2

 a) Incur any expense or obligation in the name of the Client;

b) Disseminate any printed material regarding the Products; or

c) Use Client’s advertising and promotional guidelines.

9. INTELLECTUAL PROPERTY

a) Agency shall insure, to the fullest extent possible under law, that Client shall own
any and all right, title and interest in and to, including copyrights, trade secret, patent and
other intellectual property rights, with respect to any copy, photograph, advertisement, music,
lyrics, or other work or thing created by Agency or at Agency's direction for Client pursuant
to this Agreement and utilised by Client.

b) Upon termination, Client agrees that any advertising, merchandising, package, plan
or idea prepared by Agency and submitted to Client which Client has elected not to utilise,
shall remain the property of Agency, unless Client has paid Agency for its services in
preparing such item.

10. NON-COMPETITION

For a period of two years following termination of this Agreement, the Agency shall not,
directly or indirectly, through services to any partnership of which the Agency is a partner or
employee or through any corporation or other entity in which the Agency has any interest or
by whom is employed, compete with the Client or any of its affiliates or subsidiaries, in any
activity in which the Client or its affiliates or subsidiaries may have been engaged within five
years prior to the termination of this Agreement.

11. CONFIDENTIALITY

Each party agrees that it will hold in strict confidence and not disclose the Confidential
Information of the other party to any third party and to use the Confidential Information of
the other party for no purpose other than the purposes expressly permitted by this Agreement.
Each party shall only permit access to the other party's Confidential Information to those of
its employees having a need to know. Each party shall maintain the confidentiality and
prevent accidental or other loss or disclosure of any Confidential Information of the other
party with at least the same degree of care as it uses to protect its own Confidential
Information but in no event with less than reasonable care.

A party's obligations of confidentiality under this Agreement shall not apply to information
(i) in the public domain, (ii) was known to the party prior to the time of disclosure, (iii) is
independently developed by the party prior to receiving such Confidential Information
without reference to any Confidential Information, (iv) is required to be disclosed pursuant to
a judicial order, a requirement of a governmental agency or by operation of law, provided
that such party gives the other party written notice of any such requirement immediately after
learning of any such requirement, and takes all reasonable measures to avoid or limit
disclosure under such requirements and to obtain confidential treatment or a protective order
and has allowed such other party to participate in the proceeding. Upon written request by
either party hereto, the other party shall promptly return all documents and other tangible

Marketing Agency Contract 3

materials representing the requesting party's Confidential Information and all copies thereof.
The obligations under this clause shall survive termination of the Agreement

12. INDEMNIFICATION

a) Agency shall indemnify and hold Client harmless with respect to any claims, loss,
suit, liability or judgment suffered by Client, including reasonable lawyer's fees and costs,
based upon or related to any item prepared by Agency or at Agency's direction, including, but
not limited to, any claim of libel, slander, piracy, plagiarism, invasion of privacy, or
infringement of copyright or other intellectual property interest, except where any such claim
arises out of material supplied by Client and incorporated into any materials or advertisement
prepared by Agency.

b) Client agrees to indemnify and hold Agency harmless with respect to any claims,
loss, liability, damage or judgment suffered by Agency, including reasonable lawyer's fees
and court costs, which results from the use by Agency of any material furnished by Client or
where material created by Agency or at the direction of Agency is materially changed by
Client.

c) In the event of any proceedings, litigation or suit against Client by any regulatory
agency or in the event of any court action or other proceeding challenging any advertising
prepared by Agency, Agency shall assist in the preparation of the defence of such action or
proceeding and cooperate with Client and Client's lawyers.

13. LIMITATION OF LIABILITY

IN NO EVENT SHALL THE PARTIES HAVE ANY LIABILITY TO THE OTHER

UNDER THIS AGREEMENT OR OTHERWISE FOR INDIRECT, CONSEQUENTIAL,
EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, ARISING OUT OF
OR IN CONNECTION THIS AGREEMENT OR WITH ANY SERVICES OR
MATERIALS PROVIDED UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. ASSIGNMENT

This Agreement shall inure to the benefit of and shall be binding upon the parties hereto, their
heirs, successors and assigns. Neither party may assign this Agreement without prior written
consent of the other.

15. NOTICES

All notices, correspondence, writings, statements or other communication required or

permitted to be given hereunder by either of the parties to the other of them shall be given,
made or communicated, as the case may be, by personally delivering the same, by telex,
telegram or electronic facsimile transfer, or by registered or certified mail, first-class, postage
prepaid, return receipt requested, addressed to the recipient as follows:

Marketing Agency Contract 4

TO THE CLIENT:

_____________________________________
_____________________________________
_____________________________________

TO THE AGENCY:
_____________________________________
_____________________________________
_____________________________________

Both parties reserve the right to change the address of service at any time, with notice in
writing to the receiving party.

16. GOVERNING LAW & DISPUTE RESOLUTION

This Agreement shall be construed under the laws of India. Any controversy or claim arising
out of or in relation to this Agreement or the validity, construction or performance of this
Agreement, or the breach thereof, shall be resolved by arbitration in accordance with the rules
and procedures of the Arbitration and Conciliation Act 1996 under its jurisdiction in
________________ before a single arbitrator. The parties shall have the right to engage in
pre-hearing discovery in connection with such arbitration proceedings. The parties agree
hereto that they will abide by and perform any award rendered in any arbitration conducted
pursuant hereto, that any court having jurisdiction thereof may issue a judgment based upon
such award and that the prevailing party in such arbitration and/or confirmation proceeding
shall be entitled to recover its reasonable lawyers' fees and expenses. The arbitration award
shall be final, binding and non-appealable.

17. AMENDMENT

This Agreement contains the entire agreement between the parties hereto. It supersedes any prior
agreement. This Agreement cannot be cancelled, altered, modified, amended, or waived in
part or in full in any way except by an instrument in writing signed by both parties.

18. RELATIONSHIP OF PARTIES

The Parties hereto expressly understand and agree that the parties are independent contractors
in the performance of its obligations. Nothing herein contained shall be construed as a
partnership or joint venture between the parties hereto.

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day and year
first written above.

By: _____________________________________________
Client
_____________________________________________
NAME OF AUTHORISED PERSON
_____________________________________________
TITLE OF AUTHORISED PERSON

Marketing Agency Contract 5

By: _____________________________________________
Agency
_____________________________________________
NAME OF AUTHORISED PERSON
_____________________________________________
TITLE OF AUTHORISED PERSON

Marketing Agency Contract 6

 EXHIBIT A

Products

Marketing Agency Contract 7

 EXHIBIT B

Services

Marketing Agency Contract 8

 EXHIBIT C

Compensation

Marketing Agency Contract 9