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Advertising Agreement: Print Publication

Resource type: Standard Document Status: Maintained Jurisdiction: USA

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An agreement for thepurchase ofadvertising space in a periodic print publication. This Standard Document is drafted with terms intended to be reasonable and has integrated notes with important explanations, alternative provisions, and drafting and negotiation tips. PLC Commercial

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Note: Read This Before Using Document Topics Advertising and Marketing Commercial Practice Note: Overview Advertising: Overview Practice Notes Note: The Parties Choice of Law and Choice of Forum: Key Issues Comparative Advertising Law in the US Indemnification Clauses in Commercial Contracts Online Advertising and Marketing Sponsorship Arrangements in the US Standard Clauses Boilerplate Clauses General Contract Clauses: Choice of Forum General Contract Clauses: Choice of Law General Contract Clauses: Confidentiality (Long Form) Note: Recitals General Contract Clauses: Confidentiality (Short Form) General Contract Clauses: Indemnification General Contract Clauses: Most Favored Customer General Contract Clauses: Severability

This Advertising Agreement, dated as of [DATE] (this "Advertising Agreement" ), is entered into between [PUBLISHER NAME], a [STATE OF ORGANIZATION] [TYPE OF ENTITY], located at [ADDRESS] ( "Publisher" ), and [ADVERTISER NAME], a [STATE OF ORGANIZATION] [TYPE OF ENTITY], located at [ADDRESS] ( "Advertiser" , and together with Publisher, the "Parties" , and each, a "Party" ).

WHEREAS, Publisher is in the business of publishing [NAME OF PUBLICATION] ( "Publication" ), a [DESCRIPTION OF PUBLICATION] and selling space within the Publication for advertisements ( "Ad Space" ); WHEREAS, Advertiser is in the business of [DESCRIPTION OF BUSINESS/SERVICES/PRODUCTS]; WHEREAS, Advertiser desires to purchase from Publisher, and Publisher desires to sell to Advertiser, Ad Space to promote Advertiser's [BUSINESS/SERVICES/PRODUCTS] on the terms described herein;

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1.
Top Note: Definitions

Definitions. Capitalized terms have the meanings set forth or referred to in this Section,
Keyword finder

or in the Section in which they first appear in this Agreement.

"Accepted Insertion Order" means an Insertion Order delivered to Publisher by Advertiser and accepted by Publisher in accordance with the terms of this Agreement.

Note: Accepted Insertion Order

"Action"means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, Notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of

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PLC - Advertising Agreement: Print Publication any nature, civil, criminal, administrative, regulatory or otherwise, whether at law, in equity or otherwise.

"Ad Agency"has the meaning set forth in Section 2.2 .

Note: Ad Agency

"Ad Campaign"means any coordinated series of Advertisements with a single idea or theme.

Note: Ad Campaign

"Ad Space"means the space in each issue of the Publication that Publisher sells to Advertiser or a third party to advertise its products or services.

Note: Ad Space

"Advertisement"means any advertisement that Advertiser delivers to Publisher pursuant to an Accepted Insertion Order.

"Advertiser Indemnified Party"has the meaning set forth in Section 7.2 .

"Advertiser Intellectual Property"means any Intellectual Property owned by or licensed to Advertiser that is embodied in any Advertisement, Ad Campaign or Creative Component thereof.

"Affiliate"of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

Note: Affiliate

"Agreement"has the meaning set forth in the preamble to this Agreement.

"Artwork" means any images or visual components of an Advertisement or Ad Campaign.

Note: Artwork

"Business Day"means any day except Saturday, Sunday or any other day on which commercial banks located in [LOCATION] are authorized or required by Law to be closed for business.

"Claim"means an Action brought against a Person entitled to indemnification in accordance with Section 7 of this Agreement.

"Confidential Information"has the meaning set forth in Section 9 .

"Copy"means the printed text of an Advertisement.

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PLC - Advertising Agreement: Print Publication

"Creative Components"means, with respect to an Advertisement, the Copy, Artwork and Layout thereof.

"Disclosing Party"has the meaning set forth in Section 9 .

"Editorial Adjacency Guideline" means any guidelines of Advertiser now existing or hereafter implemented, amended or revised, governing the placement of its advertisements within a publication.

Note: Editorial Adjacency Guidelines

"Editorial Content"means all content of the Publication, excluding any advertisements.

Note: Editorial Content

"Effective Date"means [DATE].

"Force Majeure Event"has the meaning set forth in Section 11.18.

"Governmental Authority"means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

Note: Governmental Authority

"Governmental Order"means any order, writ, judgment, injunction, decree, stipulation, award or determination entered by or with any Governmental Authority.

"Insertion Order" means a written order from Advertiser to Publisher for the purchase of Ad Space.

Note: Insertion Order

"Intellectual Property" means any and all Trademarks and domain names; original works of authorship and related copyrights and any other intangible property in which any Person holds proprietary rights, title, interests or protections, however arising, pursuant to the Laws of [any jurisdiction throughout the world/the US], including all applications, registrations, renewals, issues, reissues, extensions, divisions and continuations in connection with any of the foregoing and the goodwill connected with the use of and symbolized by any of the foregoing.

Note: Intellectual Property

"Knowledge"of a Party means the actual [or constructive] knowledge of [any director or officer of such Party/the Persons listed on Exhibit [LETTER]][, after [due/reasonable] inquiry].

Note: Knowledge

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PLC - Advertising Agreement: Print Publication "Law"means any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, Governmental Order or other requirement or rule of law of any Governmental Authority.

"Layout"of an Advertisement means the size and placement of Copy and Artwork on the page of the Publication, including margins, backgrounds, fonts and colors.

"Losses"has the meaning set forth in Section 7.1 .

"Makegood" means a credit, refund or comparable unit of advertising in a subsequent issue of the Publication that Publisher provides to Advertiser at no charge to remedy specific errors or omissions of Publisher relating to the publication of, or failure to publish, an Advertisement.

Note: Makegood

"Notice"has the meaning set forth in Section 11.4 .

"Party"has the meaning set forth in the preamble to this Agreement.

"Payment Failure"has the meaning set forth in Section 10.4(a) .

"Person"means any individual, partnership, corporation, trust, limited liability entity, unincorporated organization, association, Governmental Authority or any other entity.

"Personnel"of a Party means any agents, employees or subcontractors engaged or appointed by the Party.

"Price"has the meaning set forth in Section 3.1 .

"Publication"has the meaning set forth in the Recitals.

"Publisher Indemnified Party"has the meaning set forth in Section 7.1 .

"Publisher Policies" means any and all policies of Publisher regarding advertisements to be published in the Publication, including Specifications, Submission Deadlines, content restrictions and privacy policies, as may be implemented or amended by Publisher from time to time.

Note: Publisher Policies

"Rate Card"means a document setting out a description of Publisher's available Ad

Space and the corresponding prices. A copy of Publisher's current Rate Card [may be obtained from Publisher upon request/is available at [URL]].]

Note: Rate Card

"Receiving Party"has the meaning set forth in Section 9 .

"Representatives"means a Party's Affiliates, employees, officers, directors, partners, shareholders, agents, attorneys, third-party advisors, successors and permitted assigns.

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PLC - Advertising Agreement: Print Publication "Required Insertion Order Terms"means, for each Insertion Order, (i) Advertiser's name and primary contact information, including its billing address, (ii) a description (including size and placement) of the Ad Space ordered, (iii) the issue(s) of the Publication in which the advertisement will appear and (iv) a description of the products or services being advertised.

Note: Required Insertion Order Terms

"Specifications"means the technical specifications of Publisher for any and all advertisements to be published in the publication as set forth in the Publisher Policies.

"Submission Deadline"means any date by which Publisher requires Creative Components, final versions of Advertisements or any other materials or information from Advertiser to publish an Advertisement in the issue of the Publication agreed in the corresponding Accepted Insertion Order.

"Term"has the meaning set forth in Section 10.1 .

"Termination Effective Date" has the meaning set forth in Section 10.5(b) .

"Trademarks"means all rights in and to US [and foreign] trademarks, service marks, trade dress, trade names, brand names, logos, trade dress, corporate names and domain names, and other similar designations of source, sponsorship, association or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection in any part of the world.

2.

Agreement to Purchase and Sell Ad Space .

2.1

Purchase and Sale. Subject to the terms and conditions of this Agreement, during

the Term, Publisher shall sell to Advertiser, and Advertiser shall purchase from Publisher, Ad Space as detailed herein and on any Accepted Insertion Orders.

2.2

Use and Obligations of Advertising Agency. [Subject to Section 8.2 of this

Agreement [or as otherwise specifically provided in this Agreement],] [A/a]ny obligation of Advertiser pursuant to this Agreement may be satisfied by [any advertising agency/[NAME OF ADVERTISING AGENCY], which has been] duly appointed by Advertiser to act on Advertiser's behalf (the "Ad Agency" ) and shall be deemed to be an obligation of Advertiser and the Ad Agency. Additionally, any right of Advertiser pursuant to this Agreement may be exercised by the Ad Agency, and shall be deemed to be a right of Advertiser and the Ad Agency.

Note: Use and Obligations of Advertising Agency

2.3

Non-Exclusivity. Nothing herein is intended nor shall be construed as creating an

exclusive arrangement between Advertiser and Publisher. This Agreement will not restrict (a) Advertiser from advertising in other publication or media or (b) Publisher from selling Ad Space to any other Persons.

Note: Non-Exclusivity

2.4

Submission of Insertion Orders. Advertiser shall initiate all orders for Ad Space by

delivering to Publisher an Insertion Order via [US mail, facsimile [or/,] e-mail [or]] [electronic data interchange]. Each Insertion Order must include the Required Insertion Order Terms. [A sample Insertion Order is attached hereto as Exhibit A.] Advertiser's delivery of an Insertion

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PLC - Advertising Agreement: Print Publication Order to Publisher constitutes an offer to purchase Ad Space pursuant to the terms and conditions of this Agreement, including the Required Insertion Order Terms, and no other terms.

Note: Submission of Insertion Orders

2.5

Amendments to Insertion Orders. Advertiser shall have the right to cancel or

amend any Insertion Order delivered to Publisher only if Publisher has not yet accepted the Insertion Order. Any such cancellation or amendment must be delivered in writing to Publisher via [US mail, facsimile [or/,] e-mail [or]] [electronic data interchange].

2.6

Acceptance or Rejection of Insertion Orders.

(a) Insertion Order.

Publisher has the right, in its sole discretion, to accept or reject any

(b)

Publisher shall accept any Insertion Order by confirming the order in writing

to Advertiser (whether by delivering written confirmation of acceptance, a countersigned Insertion Order, invoice or otherwise).

(c)

No Insertion Order is binding on the Parties unless accepted by Publisher.

Note: Acceptance or Rejection of Insertion Orders

2.7

Terms of Agreement Prevail Over Insertion Orders. This Agreement is expressly

limited to the terms of this Agreement and the Required Insertion Order Terms contained in any Accepted Insertion Order. In the event of any conflict between the terms of this Agreement and the terms of any Accepted Insertion Order, the terms and provisions of this Agreement shall control.

Note: Terms of Agreement Prevail Over Insertion Orders

3.

Price and Payment.

3.1

Price. Advertiser shall purchase Ad Space from Publisher at [[NUMBER]% less

than] the prices set forth [on Publisher's Rate Card in effect at the time that Publisher accepts the related Insertion Order/on Exhibit [A/B] hereto] ( "Prices" ). [Publisher reserves the right to adjust the Prices [annually/bi-annually/[OTHER FREQUENCY]] on [NUMBER] days' notice to Advertiser] [; provided, however, that in no event shall Publisher increase Prices more than [NUMBER]% in any adjustment period]].

Note: Price

3.2

Taxes. All Prices are exclusive of all sales, use and excise taxes, and any other

similar taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Advertiser under this Agreement. Advertiser shall be responsible for all such charges, costs and taxes, except for any taxes imposed on, or with respect to, Publisher's income, revenues, gross receipts, personnel or real or personal property or other assets.

Note: Taxes

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PLC - Advertising Agreement: Print Publication 3.3 Payment. [Pre-payment may be required in Publisher's discretion.] Publisher shall

issue a [monthly/bi-monthly/quarterly] invoice for each Accepted Insertion Order accepted into during the applicable [month/monthly period/quarter]. Publisher shall send invoices to Advertiser's billing address as set forth on the Accepted Insertion Order. Advertiser shall pay all invoiced amounts due to Publisher [on receipt/within [NUMBER] [days/Business Days] from [the date/Advertiser's receipt]] of such invoice, except for any amounts disputed by Advertiser in good faith. Advertiser shall make all payments in [US dollars] by check or wire transfer [in accordance with the following wire instructions: ABA Number: Account Number: Bank Address: Attn: [NAME AND CONTACT INFORMATION]].

Note: Payment

3.4

Invoice Disputes. Advertiser shall notify Publisher in writing of any dispute with an

invoice (along with [substantiating documentation/a reasonably detailed description of the dispute]) within [NUMBER] [days/Business Days] from the [date/Advertiser's receipt] of such invoice. Advertiser will be deemed to have accepted all invoices for which Publisher does not receive timely notification of disputes, and shall pay all undisputed amounts due under such invoices within the period set forth in Section 3.3 . The Parties shall seek to resolve all such disputes expeditiously and in good faith.

3.5

Late Payments. Except for invoiced payments that Advertiser has successfully

disputed, Advertiser shall pay interest on all late payments, calculated daily and compounded [monthly/bi-monthly/quarterly] at the lesser of the rate of [NUMBER] % per month or the highest rate permissible under applicable Law, calculated daily and compounded monthly. [Advertiser shall also reimburse Publisher for all [reasonable] costs incurred in collecting any late payments, including, without limitation, attorneys' fees.]

Note: Late Payments

4.

Advertisement Requirements.

(a)

Advertiser shall deliver all Advertisements to Publisher in final format in

accordance with the Specifications set forth in the then-current Publisher Policies. Subject to Section 4.1(b), Publisher is not responsible for making any corrections to Advertisements.

(b)

Any Advertisements that might be mistaken for Editorial Content must be

clearly marked "advertisement" by Advertiser. If Advertiser fails to mark an Advertisement that Publisher reasonably believes could be mistaken for Editorial Content in the Publication, Publisher reserves the right to so mark it.

Note: Delivery and Marking

4.2

Clearances. Advertiser shall be responsible for obtaining all rights, licenses,

permissions, releases, approvals, clearances and credit or attribution information, and for payment of all royalties, license or reuse or other fees required for Advertiser to create any Advertisement and grant Publisher the right to reproduce, print and distribute it in the Publication.

Note: Clearances

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PLC - Advertising Agreement: Print Publication

4.3

Publisher Policies and Approval.

(a)

All Creative Components and Advertisements must conform to the then-

current Publisher Policies, which Publisher shall send or otherwise make electronically available to Advertiser within [NUMBER] [days/Business Days] of Publisher's acceptance of an Insertion Order.

(b)

Publisher reserves the right to reject any Advertisement (regardless of

whether such Advertisement was previously accepted) which in its sole discretion, it determines (i) does not comply with any Publisher Policy, (ii) is offensive, obscene or profane, (iii) is defamatory, libelous, slanderous or otherwise unlawful, (iv) is false or misleading or (v) claims endorsement in any way by Publisher of any products or services.

(c)

Publisher shall notify Advertiser as soon as reasonably possible of any

objection to any Advertisement or any Creative Component therein. Publisher may, in its sole discretion, (i) provide Advertiser with the opportunity to amend or replace a rejected Advertisement, provided that Advertiser meets any and all applicable Submission Deadlines and Publisher's overall publication schedule or (ii) run a public service announcement or house advertising in place of any rejected Advertisement.

Note: Publisher Policies and Approval

4.4

Editorial Adjacency Guidelines.

(a)

Advertiser shall provide Publisher with a copy of or access to its then-

current Editorial Adjacency Guidelines upon delivery of any Insertion Order to Publisher.

(b)

Publisher shall [use [reasonable/commercially reasonable/best/good faith]

efforts to] comply with any Editorial Adjacency Guidelines of Advertiser.

(c)

Publisher shall provide prompt written notice to Advertiser if Publisher is

unable to comply with Advertiser's Editorial Adjacency Guidelines for any reason. [If Publisher cannot comply with Advertiser's Editorial Adjacency Guidelines, Advertiser shall have the right to rescind and cancel the related Insertion Order without liability.]

(d)

If Publisher prints any Advertisement in violation of the Editorial Adjacency

Guidelines, [in addition to any other remedies available to Advertiser under this Agreement or at law or equity/as its sole and exclusive remedy], Advertiser shall have the right to demand a Makegood from Publisher in the form of a proper run of the Advertisement in another issue of the Publication or if such a Makegood is impossible or impracticable, in the form of a credit or refund for the cost of the Advertisement.

Note: Editorial Adjacency Guidelines

5.

Publisher's License. Subject to the terms and conditions of this Agreement, Advertiser

grants Publisher a royalty-free, non-exclusive, non-transferable and non-sublicensable license to Advertiser's Intellectual Property to reproduce, publish and distribute each Advertisement in the Publication accordance with the terms of this Agreement and the corresponding Accepted Insertion Order. Other than this express license, Advertiser grants no right or license to Publisher by implication, estoppel or otherwise to any Advertiser Intellectual Property.

Note: Publisher's License

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PLC - Advertising Agreement: Print Publication 6. Representations, Warranties and Certain Covenants.

6.1

Mutual Representations, Warranties and Covenants. Each Party represents,

warrants and covenants to the other that:

(a)

it is a legal entity duly organized, validly existing and in good standing in

the jurisdiction of its [incorporation/organization/formation];

(b)

it is duly qualified to do business and is in good standing in every

jurisdiction in which such qualification is required for purposes of this Agreement[, except where the failure to be so qualified, in the aggregate, [would/could] not reasonably be expected to adversely affect its ability to perform its obligations under this Agreement];

(c)

it has the full right, [corporate] power and authority to enter into this

Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement;

(d)

the execution of this Agreement by its Representative whose signature is

set forth at the end hereof and the delivery of this Agreement by the Party has been duly authorized by all necessary corporate action of the Party;

(e)

this Agreement has been executed and delivered by the Party and

(assuming due authorization, execution and delivery by the other Party) constitutes the legal, valid and binding obligation of the Party, enforceable against the Party in accordance with its terms[, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors' rights generally or the effect of general principles of equity]; and

(f)

it is now and through the Term shall remain in compliance with all Laws

applicable to the performance of its obligations under this Agreement or any Accepted Insertion Order [except [if failure to comply therewith does not constitute a breach of this Agreement/to the extent that such failure [could/would] not, in the aggregate, reasonably be expected to have a material adverse effect on the other Party's [business/ability to comply with its obligations under this Agreement]]].

Note: Mutual Representations, Warranties and Covenants

6.2

Advertiser Representations, Warranties and Covenants. Advertiser represents,

warrants and covenants to Publisher that:

(a)

at the time of the Advertisement's publication and dissemination, any

statement, claim or representation made in any Advertisement (i) will be supported by competent and reliable prior substantiation in accordance with all other applicable Laws, including the Laws of the Federal Trade Commission and (ii) shall comply with all other applicable Laws regarding deceptive trade practices, fair competition and consumer protection;

(b) otherwise unlawful;

nothing in any Advertisement or Creative Component will (i) violate any

criminal Law, (ii) advocate any illegal activity or (iii) be defamatory, libelous, slanderous or

(c)

Advertiser has and will retain all rights, licenses and clearances necessary

to lawfully use, and authorize Publisher to use, the contents and subject matter contained in any Advertisement including: (i) any Intellectual Property, copyrighted material, trademarks, and/or depiction of trademarked goods or services; (ii) any testimonials or endorsements contained in any Advertisement; (iii) any name, photograph, likeness or identity of individuals,

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PLC - Advertising Agreement: Print Publication either living or dead, famous or not famous; and (iv) any other rights, licenses, permissions clearance or approvals which may be necessary;

(d)

to the extent that any Advertisement or Creative Component is delivered to

Publisher in electronic form, it will not contain any viruses, time bombs, or other devices capable of disabling or interfering with any computer systems or software; and

(e)

Advertiser shall use the Ad Space solely for its own benefit and not for the

placement of any third-party advertising.

Note: Advertiser Representations, Warranties and Covenants

6.3 right to:

Publisher Covenants. Publisher shall not, and shall not grant any third party the

(a)

Republish or otherwise reuse, edit, modify or create any derivative works of

any Advertisement or Creative Component thereof in any media now in existence or hereafter developed, whether or not combined with its own materials or material of others.

(b) any Advertisement.

Alter or delete any Advertiser Trademark or Trademark notice included in

Note: Publisher Covenants

7.

Indemnification.

Note: Indemnification

7.1

Advertiser Indemnification Obligations. Advertiser shall defend, indemnify and

hold harmless Publisher, and its officers, directors, employees, agents, Affiliates, successors and permitted assigns (collectively, "Publisher Indemnified Party" ), against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including [reasonable] attorney fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, [incurred by Publisher Indemnified Party/awarded against Publisher Indemnified Party [in a final [non-appealable] judgment]] (collectively, "Losses" ), arising out or resulting from any Claim of a third party [or Party] alleging:

(a) Insertion Order; or

[material] breach by Advertiser or its Personnel of any representation,

warranty, covenant or other [material] obligations set forth in this Agreement or any Accepted

(b)

[gross] negligence or more culpable act or omission of Advertiser or its

Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement.

7.2

Publisher Indemnification Obligations. Publisher shall defend, indemnify and hold

harmless Advertiser, and its officers, directors, employees, agents, [affiliates/Affiliates], successors and permitted assigns (collectively, "Advertiser Indemnified Party" ), against any and all Losses, arising out or resulting from any third-party claim [or direct claim] alleging that:

(a)

[material] breach by Publisher or its Personnel of any [material] obligations

set forth in this Agreement or any Accepted Insertion Order; or

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PLC - Advertising Agreement: Print Publication

(b)

[gross] negligence or more culpable act or omission of Publisher

Indemnifying Party or its Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement.

7.3

Exceptions and Limitations on Indemnification. Notwithstanding anything to the

contrary in this Agreement, neither Party is obligated to indemnify or defend the other Party or any of its Representatives against any Losses arising out of or resulting [, in whole or in part,] from the other Party's:

(a)

willful [,/or] reckless [or negligent] acts or omissions; or

(b)

bad faith failure to [materially] comply with any of its [material] obligations

set forth in this Agreement.

Note: Exceptions and Limitations on Indemnification

7.4

Indemnification Procedures . A party seeking indemnification under this Section 7

(the "indemnified party") shall give the Party from whom indemnification is sought (the "indemnifying party"): (a) prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the indemnifying party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure and (b) reasonable cooperation[, at the indemnifying party's expense,] in the defense of such claim. The indemnifying party shall have the right to control the defense and settlement of any such claim; provided, however, that the indemnifying party shall not, without the prior written approval of the indemnified party, settle or dispose of any claims in a manner that affects the indemnified party's rights or interest. The indemnified party shall have the right to participate in the defense at its own expense.

Note: Indemnification Procedures

7.5

EXCLUSIVE REMEDY. THIS SECTION 7 SETS FORTH THE ENTIRE LIABILITY AND

OBLIGATION OF EACH INDEMNIFYING PARTY AND THE SOLE AND EXCLUSIVE REMEDY OF EACH INDEMNIFIED PARTY FOR ANY DAMAGES COVERED BY THIS SECTION 7 (OTHER THAN ANY MAKEGOOD TO WHICH ADVERTISER IS ENTITLED UNDER SECTION 4.4(d) OF THIS AGREEMENT[, WHICH NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 7, SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF ADVERTISER FOR BREACH OF SECTION 4.4]).

Note: Exclusive Remedy

8.

Limitation of Liability; Disclaimer of Warranties.

8.1

Limitation of Liabilities.

(a)

NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. [EXCEPT

WITH RESPECT TO THE PARTIES' [LIABILITY FOR INDEMNIFICATION] [,/OR] [LIABILITY FOR BREACH OF CONFIDENTIALITY] [OR] [LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY],] IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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(b)

MAXIMUM LIABILITY. [EXCEPT WITH RESPECT TO THE PARTIES' [LIABILITY

FOR INDEMNIFICATION] [,/OR] [LIABILITY FOR BREACH OF CONFIDENTIALITY] [OR] [LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY],] EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED [[NUMBER] TIMES] THE TOTAL OF THE AMOUNTS PAID [AND AMOUNTS ACCRUED BUT NOT YET PAID] TO PUBLISHER PURSUANT TO THIS AGREEMENT [IN THE [NUMBER] [YEAR/MONTH] PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM [OR $[AMOUNT], WHICHEVER IS LESS].

Note: Limitation of Liability

8.2

[SEQUENTIAL/JOINT AND SEVERAL] LIABILITY BETWEEN ADVERTISER AND

AGENCY. ADVERTISER AND AD AGENCY SHALL BE [JOINTLY AND SEVERALLY/SEQUENTIALLY] LIABLE FOR ALL AMOUNTS DUE UNDER THIS AGREEMENT. ADVERTISER SHALL PROVIDE PUBLISHER WITH EVIDENCE OF AD AGENCY'S ACKNOWLEDGEMENT OF THIS PROVISION AND AGREEMENT TO BE HELD [JOINTLY AND SEVERALLY/SEQUENTIALLY] LIABLE WITH ADVERTISER FOR ALL AMOUNTS DUE UNDER THIS AGREEMENT.

Note: Liability between Advertiser and Agency

8.3

NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. EXCEPT FOR

THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 6, (A) NEITHER PARTY TO THIS AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY'S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW[, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE] OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 OF THIS AGREEMENT.

Note: No Other Representations Or Warranties; Non-Reliance

9.

Confidentiality. From time to time during the Term, either Party (as the "Disclosing

Party" ) may disclose or make available to the other Party (as the "Receiving Party" ) information about its business affairs and services, confidential information and materials comprising or relating to Intellectual Property, trade secrets, third-party confidential information and other sensitive or proprietary information, as well as the terms of this Agreement[, whether orally or in written, electronic or other form or media][, and] [[,]whether or not marked, designated or otherwise identified as "confidential"] (collectively, "Confidential Information" ). Confidential Information does not include information that, at the time of disclosure [and as established by documentary evidence]: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 9 by the Receiving Party or any of its Representatives; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information; or (e) is required to be disclosed pursuant to applicable Law. The Receiving Party shall[, for [NUMBER] [years/months] from [receipt/disclosure] of such Confidential Information]: (x) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any

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PLC - Advertising Agreement: Print Publication Person, except to the Receiving Party's Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement. The Receiving Party shall be responsible for any breach of this Section 9 caused by any of its Representatives. [[On the expiration or earlier termination of this Agreement/At any time during or after the Term, at the Disclosing Party's written request], the Receiving Party and its Representatives shall, pursuant to Section 10.5(c)(i) , promptly [return/destroy] all Confidential Information and copies thereof that it has received under this Agreement.]

Note: Confidential Information

10.

Term; Termination.

10.1

Term. The term of this Agreement commences on [the Effective Date/[DATE]]

and continues for [a period of [NUMBER] [month[s]/year[s]]/[NUMBER] of issues of the Publication], unless it is earlier terminated as provided under this Agreement (the "Term").

Note: Term

10.2

Mutual Right to Terminate. Either Party may terminate this Agreement upon

written Notice to the other Party:

(a)

if the other Party [materially] breaches any [material] provision of this

Agreement or any Accepted Insertion Order (other than its obligation to pay any amount when due) and either the breach cannot be cured or, if the breach can be cured, it is not cured by the other Party within [NUMBER] days after its receipt of written Notice of such breach;

(b)

if the other Party (i) becomes insolvent or is generally unable to pay its

debts as they become due, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law, (iii) makes or seeks to make a general assignment for the benefit of its creditors, or (iv) applies for or has appointed a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business;

(c)

in the event of a Force Majeure Event affecting the other Party's

performance of this Agreement for more than [NUMBER] [consecutive] days.

Note: Mutual Right to Terminate

10.3

Advertiser's Right to Terminate. Advertiser may terminate this Agreement on

[NUMBER] [days'/Business Days'] prior written Notice to Publisher.

Note: Advertiser's Right to Terminate

10.4

Publisher's Right to Terminate. Publisher may terminate this Agreement upon

written Notice to Advertiser:

(a)

if Advertiser fails to pay any amount when due under this Agreement

( "Payment Failure" ) and such failure continues for [NUMBER] [days/Business Days] after Advertiser's receipt of written Notice of nonpayment;

(b)

if within any [NUMBER] month period, [NUMBER] or more Payment Failures

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PLC - Advertising Agreement: Print Publication occur.

Note: Publisher's Right to Terminate

10.5

Effect of Termination.

(a) obligations that:

Expiration or termination of this Agreement will not affect any rights or

(i)

are to survive the expiration or earlier termination of this Agreement; and

(ii)

were incurred by the Parties prior to such expiration or earlier termination.

(b)

Notice of termination under this Agreement shall operate as an automatic

cancellation of any Advertisements that are scheduled to be published subsequent to the date of the termination Notice, subject to any unavoidable restrictions imposed by Publisher's production schedule. If Publisher's production schedule prevents automatic cancellation of any Advertisements, the effective date of termination of this Agreement (the "Termination Effective Date" ) shall be the date immediately following publication of the final Advertisement unable to be automatically cancelled.

(c) shall promptly:

Upon the expiration or earlier termination of this Agreement, each Party

(i)

[return to the other Party/destroy] all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on the other Party's Confidential Information;

(ii)

permanently erase all of the other Party's Confidential Information from its computer systems[, except for copies that are maintained as archive copies on its disaster recovery or information technology backup systems, which it shall destroy upon the normal expiration of its backup files]; and

(iii)

certify in writing to the other Party that it has complied with the requirements of this clause.

(d)

Subject to Section 7 , the Party terminating this Agreement, or in the case

of the expiration of this Agreement, each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of [the terminating Party's rights or remedies/either Party's rights, remedies or defenses] under this Agreement, at law, in equity or otherwise.

Note: Effect of Termination

11.

Miscellaneous.

11.1

Further Assurances. Upon a Party's reasonable request, the other Party shall, at

its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, necessary to give full effect to this Agreement.

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PLC - Advertising Agreement: Print Publication

Note: Further Assurances

11.2

Entire Agreement. This Agreement, [including all related exhibits[, schedules,

attachments and appendices],] together with any Accepted Insertion Orders, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

Note: Entire Agreement

11.3

Survival. Subject to the limitations and other provisions of this Agreement, (a)

the representations and warranties of the Parties contained herein shall survive the expiration or earlier termination of this Agreement for a period of [12/[NUMBER]] months after such expiration or termination; and (b) Section 3 , Section 9 and Section 11 of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement for the period specified therein, or if nothing is specified for a period of [12/[NUMBER]] months after such expiration or termination. No lawsuit or other action based upon or arising in any way out of this Agreement may be brought by either Party after the expiration of the applicable survival period; provided, however, that any claims asserted in good faith with reasonable specificity and in writing by Notice prior to the expiration of the applicable survival period are not thereafter barred by the expiration of the relevant period, and such claims survive until finally resolved.

Note: Survival

11.4

Notices. All notices, requests, consents, claims, demands, waivers and other

communications hereunder (each, a "Notice" ) shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile [or e-mail of a PDF document] (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

Note: Notice

11.5

Interpretation. For purposes of this Agreement, (a) the words "include,"

"includes" and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, attachments and appendices mean the sections of, and exhibits, schedules, attachments and appendices attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Parties drafted this Agreement without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, attachments and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein.

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PLC - Advertising Agreement: Print Publication

Note: Interpretation

11.6

Headings. The headings in this Agreement are for reference only and do not

affect the interpretation of this Agreement.

Note: Headings

11.7

Severability. If any term or provision of this Agreement is invalid, illegal or

unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction[; provided, however, that if any fundamental term or provision of this Agreement (including without limitation [FUNDAMENTAL TERMS]), is invalid, illegal or unenforceable, the remainder of this Agreement shall be unenforceable. [Upon a determination that any term or provision is invalid, illegal or unenforceable, [the Parties shall negotiate in good faith to/the court may] modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.]

Note: Severability

11.8

Amendment and Modification. No amendment to or modification of [or

rescission, termination or discharge of] this Agreement is effective unless it is in writing[, identified as an amendment to [or rescission, termination or discharge of] this Agreement] and signed by [an authorized Representative of] each Party.

Note: Amendment and Modification

(a)

No waiver under this Agreement is effective unless it is in writing[,

identified as a waiver to this Agreement] and signed by [an authorized representative of] the Party waiving its right.

(b)

Any waiver authorized on one occasion is effective only in that instance and

only for the purpose stated, and does not operate as a waiver on any future occasion.

(c)

None of the following constitutes a waiver or estoppel of any right, remedy,

power, privilege or condition arising from this Agreement:

(i)

Any failure or delay in exercising any right, remedy, power or privilege or in enforcing any condition under this Agreement; or

(ii)

Any act, omission or course of dealing between the Parties.

Note: Waiver

11.10

Cumulative Remedies. [Except as set forth in Section 7 [and [ Section 4.4(d)],]

[A/a]ll rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise.

Note: Cumulative Remedies

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PLC - Advertising Agreement: Print Publication 11.11 Equitable Remedies. Each Party acknowledges and agrees that (a) a breach or

threatened breach by such Party of any of its obligations under Section 9 [and Section[s] [NUMBER(S)]] would give rise to irreparable harm to the other Party for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by [Advertiser/such Party] of any such obligations, [Publisher/the other Party] shall, in addition to any and all other rights and remedies that may be available to [Publisher/such Party] at law, at equity or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Each Party agrees that such Party will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section 11.11.

Note: Equitable Remedies

11.12

Assignment. Neither Party may assign, transfer or delegate any or all of its

rights or obligations under this Agreement, without the prior written consent of the other party[, which consent shall not be unreasonably withheld or delayed][; provided, however, that either Party may assign this Agreement to [an Affiliate][,] [a successor-in-interest by consolidation, merger or operation of law or to a purchaser of all or substantially all of the Party's assets]]. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns.

Note: Assignment

11.13

No Third-party Beneficiaries.

(a)

Subject to Section 11.13(b) this Agreement benefits solely the Parties to

this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(b)

The parties hereby designate the Advertiser Indemnified Parties and

Publisher Indemnified Parties as third-party beneficiaries of Section 7 of this Agreement having the right to enforce Section 7 .

Note: No Third-party Beneficiaries

11.14

Choice of Law. This Agreement, including all Insertion Order documents and

exhibits, schedules, attachments and appendices attached to this Agreement and thereto, [and all matters arising out of or relating to this Agreement,] is governed by, and construed in accordance with, the Laws of the State of [STATE], United States of America, without regard to the conflict of law provisions thereof to the extent such principles or rules would require or permit the application of the Laws of any jurisdiction other than those of the State of [STATE].

Note: Choice of Law

11.15

Choice of Forum. Each Party irrevocably and unconditionally agrees that it will

not commence any action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all Insertion Order Documents and exhibits, schedules, attachments and appendices attached to this Agreement

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PLC - Advertising Agreement: Print Publication and thereto, and all contemplated transactions[, including contract, equity, tort, fraud and statutory claims], in any forum other than [US DISTRICT COURT] or[, if such court does not have subject matter jurisdiction,] the courts of the State of [STATE] sitting in [POLITICAL SUBDIVISION], and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in [US DISTRICT COURT] or[, if such court does not have subject matter jurisdiction,] the courts of the State of [STATE] sitting in [POLITICAL SUBDIVISION]. Each Party agrees that a final judgment in any such action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

Note: Choice of Forum

11.16

[Waiver of Jury Trial. Each Party acknowledges and agrees that any controversy

that may arise under this Agreement, including any Insertion Order Documents or exhibits, schedules, attachments and appendices attached to this Agreement, is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement, including any Insertion Order documents, exhibits, schedules, attachments or appendices attached to this Agreement, or the transactions contemplated hereby. [Each Party certifies and acknowledges that (a) no Representative of the other Party has represented, expressly or otherwise, that such other Party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such Party has considered the implications of this waiver, (c) such Party makes this waiver voluntarily, and (d) such Party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section.]]

Note: Waiver of Jury Trial

11.17

Counterparts. This Agreement may be executed in counterparts, each of which

is deemed an original, but all of which together is deemed to be one and the same agreement. [A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.]

Note: Counterparts

11.18

Force Majeure.

(a)

No Party shall be liable or responsible to the other Party, nor be deemed to

have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement [(except for any obligations to make payments to the other Party under this Agreement)], when and to the extent such failure or delay is caused by or results from acts beyond the affected Party's [reasonable] control, including, without limitation:

(i)

acts of God;

(ii)

flood, fire or explosion;

(iii)

war, invasion, riot or other civil unrest;

(iv)

actions, embargoes or blockades in effect on or after the date of this Agreement;

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PLC - Advertising Agreement: Print Publication (v) national or regional emergency;

(vi)

[strikes, labor stoppages or slowdowns or other industrial disturbances;]

(vii)

[compliance with any Law or Governmental Order, rule, regulation or direction, or any action taken by a Governmental Authority;]

(viii)

[shortage of adequate power or telecommunications or transportation facilities; or]

(ix)

[any other event which is beyond the reasonable control of such party] (each of the foregoing, a "Force Majeure Event" )

[A party whose performance is affected by a Force Majeure Event shall give notice to the other party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.]

(b)

During the Force Majeure Event, the non-affected Party may similarly

suspend its performance obligations until such time as the affected Party resumes performance.

(c)

The non-affected Party may terminate [this Agreement/any affected

Insertion Order] if such failure or delay continues for a period of [30/[NUMBER]] days or more and, if the non-affected Party is Advertiser, receive a refund of any amounts paid to the Publisher in advance for the affected Ad Space. Unless this Agreement is terminated in accordance with this Section 11.18(c) , the Term of this Agreement shall be automatically extended by a period equal to the period of suspension.

Note: Force Majeure

11.19

Relationship of Parties. Nothing in this Agreement creates any agency, joint

venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the Parties. Publisher is an independent contractor pursuant to this Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any third party.

Note: Relationship of the Parties

11.20

Public Announcements. Neither Party shall make any statement (whether oral

or in writing) in any press release, external advertising, marketing or promotion materials regarding the other Party or its business unless: (a) it has received the express written consent of the other Party; or (b) it is required to do so by Law [or under the rules of any stock exchange to which it is subject].

Note: Public Announcements

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. [PUBLISHER NAME] By_____________________ Name: Title: [[AD AGENCY NAME], as agent for]

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PLC - Advertising Agreement: Print Publication [ADVERTISER NAME] By_____________________ Name: Title:

2013 Thomson Reuters. All rights reserved. Use of Practical Law websites and services is subject to the Terms of Use and Privacy Policy.

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