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Advertising Agency Retainer Agreement
"I need an Advertising Agency Retainer Agreement for my luxury fashion brand to engage a digital-focused agency in Hong Kong, with strong IP protection clauses and specific provisions for social media management starting March 2025."
1. Parties: Identification of the advertising agency and the client
2. Background: Context of the agreement and relationship between parties
3. Definitions: Key terms used throughout the agreement
4. Appointment and Term: Formal appointment of agency and duration of agreement
5. Scope of Services: Core services to be provided by the agency
6. Agency Obligations: Key responsibilities and commitments of the agency
7. Client Obligations: Key responsibilities and commitments of the client
8. Approval Process: Process for client approval of deliverables
9. Fees and Payment: Retainer fee structure, payment terms, and additional costs
10. Intellectual Property Rights: Ownership and licensing of creative works
11. Confidentiality: Protection of confidential information
12. Data Protection: Compliance with privacy laws and data handling
13. Warranties and Indemnities: Promises made by parties and protection against claims
14. Limitation of Liability: Caps on liability and excluded losses
15. Termination: Circumstances and process for ending the agreement
16. Post-Termination: Obligations and rights after agreement ends
17. General Provisions: Standard boilerplate clauses
1. Non-Competition: Restrictions on agency working with competing clients, used when exclusivity is required
2. Performance Metrics: Specific KPIs and performance standards, used for larger campaigns or complex services
3. International Services: Provisions for cross-border services, used when operating in multiple jurisdictions
4. Subcontracting: Rules for engaging third-party suppliers, used when subcontractors are expected
5. Insurance: Specific insurance requirements, used for high-value or high-risk campaigns
6. Staff Assignment: Key personnel commitments, used when specific team members are crucial
7. Crisis Management: Procedures for handling PR crises, used for sensitive industries or major brands
1. Schedule 1 - Services Description: Detailed breakdown of all services covered by the retainer
2. Schedule 2 - Fee Structure: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Performance standards and response times
4. Schedule 4 - Key Personnel: List of key team members and their roles
5. Schedule 5 - Approval Process: Detailed workflow for approvals and revisions
6. Schedule 6 - Brand Guidelines: Client's branding requirements and standards
7. Schedule 7 - Reporting Requirements: Format and frequency of performance reports
8. Appendix A - Rate Card: Standard rates for additional services
9. Appendix B - Creative Brief Template: Standard format for project briefs
Authors
Agency
Agency Personnel
Applicable Laws
Approval
Approved Budget
Brand Guidelines
Business Day
Campaign
Client
Client Materials
Commencement Date
Confidential Information
Creative Brief
Deliverables
Digital Advertising
Effective Date
Fees
Force Majeure Event
Group
Initial Term
Intellectual Property Rights
Key Personnel
Media Buy
Media Plan
Out of Scope Services
Personal Data
Production Costs
Project
Retainer Fee
Renewal Term
Services
Service Levels
Specification
Standard Rates
Subsidiary
Term
Territory
Third Party Costs
Third Party Materials
Trade Marks
Working Hours
Term and Renewal
Services
Scope of Work
Agency Obligations
Client Obligations
Approvals
Key Personnel
Fees and Payment
Expenses
Intellectual Property
Moral Rights
License Grant
Confidentiality
Data Protection
Privacy Compliance
Warranties
Representations
Indemnification
Limitation of Liability
Force Majeure
Insurance
Termination
Effect of Termination
Non-Solicitation
Non-Competition
Assignment
Subcontracting
Notice
Governing Law
Dispute Resolution
Entire Agreement
Amendment
Severability
Waiver
Third Party Rights
Counterparts
Publicity
Audit Rights
Performance Review
Service Levels
Brand Protection
Retail
Consumer Goods
Financial Services
Technology
Telecommunications
Automotive
Food and Beverage
Healthcare
Entertainment
Real Estate
Fashion
Luxury Goods
E-commerce
Travel and Tourism
Education
Legal
Marketing
Procurement
Finance
Compliance
Communications
Brand Management
Digital Marketing
Corporate Affairs
Operations
Chief Marketing Officer
Marketing Director
Brand Manager
Procurement Manager
Legal Counsel
Communications Director
Digital Marketing Manager
Advertising Manager
Marketing Operations Manager
Account Director
Creative Director
Media Director
Finance Director
Compliance Officer
Contract Manager
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