Agency contract - draft

AGENCY AGREEMENT

XYZ ltd ("The Client")

Ruffit Integrated ("The Agency")

1. This agreement is made between XYZ ltd whose registered office is … (the Client) and Ruffit Integrated whose registered office is St Anthony, Stancombe Lane, Winchcombe, Gloucestershire GL54 5JF (the Agency). It shall commence on {date} and shall continue for 12 months (the Term) after which time the agency will present a review of work undertaken with a view to renewing the contract for a further 12 months.
2. The Client appoints the Agency to provide marketing services upon the terms of and during the term of this Agreement.
3. The marketing services (the Services) provided by the Agency may include without limitation the following:
a) Planning of marketing strategy
b) Origination and execution of a customer loyalty programme
c) Liaison with third parties to negotiate offers / promotions
d) Print buying
e) Account handling
f) Database planning
4. The Agency in all contracts acts as principal at law and not as agent of
the client.
5. Agency remuneration is based on
(a) Monthly retainer fee to include management time, creative and artwork (described in point 6 below)
(b) Commissions on bought in services such as print, photography, repro, data processing and data reports, enclosing, postage, etc.
6. (a) The Agency will charge a fee in respect of the Services. Invoices based on the estimates of the costs incurred will be submitted on the first day of each month beginning {date}. The agency’s fee covers the management time, creative and artwork proposed in the marketing and timing plan attached (appendix 1) and is subject to review in the event of additional work / projects being undertaken. The agency’s fee allows for one set of amendments to copy and artwork, additional amendments will be charged at an hourly rate
(b) Bought in services will be charged in addition to the fee at the end of a month or on completion of a project, whichever comes first. An estimate of the bought in charges is detailed in appendix 2 attached. Appendix 2 also details total projected costs for year one as proposed at the presentation

7. So long as Value Added Tax or any tax substituted therefore is payable
in relation to any goods or services supplied, the Agency shall show the charge for such on its invoices where appropriate.
If at any time the Commissioners of Customs and Excise indicate that VAT or a similar tax should have been levied on any invoice and such tax was not levied then an additional invoice will be issued in relation to such tax.
8. The Client agrees to pay agreed out of pocket expenses incurred by the
Agency in servicing the Client's business. These expenses may include but are not limited to delivery, transmission, travel and subsistence incurred in the course of the Client's business.
9. After obtaining the Client's general approval to the Agency's proposals,
specific approval will be sought from the Client prior to proceeding. The Client's approval of copy and layouts with estimated costs will be the Agency's authority to purchase production materials and to prepare proofs. The Client's approval of proofs will be authority to publish.
10. (a) The Client may request the Agency to change, reject,
cancel or stop any or all plans, schedules or work in progress and the Agency will endeavour to take all possible steps to comply provided that it can do so within its own contractual obligations to media and suppliers.
(b) In the event of any cancellation or amendment at the insistence of the Client, the Client will reimburse the Agency for any charges or expenses to which the Agency is committed to pay and the Agency's fees covering these items. The Client agrees to indemnify the Agency against, and hold it harmless from, any claims, costs, damages, expenses and actions by third parties, arising out of this clause of the Agreement.
11. It is normal practice for contact reports or other written confirmation to be issued by the Agency of meetings and telephone calls between the Client and the Agency. Contact reports or other written confirmation are deemed to be accurate records of the meetings or telephone conversations to which they relate unless notification to the contrary is received from the Client immediately upon its receipt.
12. The Agency is bound to adhere to marketing industry codes of practice. The Client will supply the Agency in advance with all information to allow it to comply with the codes and is responsible for ensuring the accuracy of information supplied.
13. The Client undertakes to inform the Agency without delay if it considers that any claim description or style of presentation of information in any marketing or promotional material submitted by the Agency for approval is false, misleading or contravenes statutory legislation in relation to the products or services offered. The Agency will not be held liable for any failure to comply with statutory regulations relating to the marketing of the products or services offered.
14. The Client accepts responsibility for ensuring that all information
supplied in relation to the products or service to be used is accurate, legal and complete.
15. The Client agrees to indemnify the Agency in respect of all costs, damages or other charges falling upon the Agency as the result of legal actions or threatened legal actions brought against the Agency arising from the publication of any marketing or other promotional material prepared for the Client by the Agency and approved of by the Client before publication.
16. (a) Material prepared or purchased for and paid for by the
Client (other than photographic negatives, photographs obtained from news or photographic agencies, items produced only for a particular advertisement or publication and items where only the right to use is obtained) will be the Client's physical property but the copyright and other intellectual property incorporated therein will not thereby be vested in the Client.
(b) The Agency will keep in its care materials entrusted to it as the property of the Client but in the absence of wilful default on the part of the Agency, the Agency shall not be responsible for any damage destruction or unauthorised use of the property nor will it be required to recover materials including without limitation bromide, film, magnetic media and video from media and suppliers once it has parted with the same and shall be entitled to destroy all materials left in the Agency's custody after one year has elapsed following the termination of this agreement or earlier provided that prior notice has been given to the Client.
(c) The Agency will negotiate to obtain such rights in relation to the copy, artwork and other work or material utilised by the Agency as the Agency considers necessary for the Services.
(d) Except as may be otherwise agreed in writing between the parties and subject to the rights of third parties all copyright and other intellectual property for all purposes in artwork, copy and all other work created commissioned or otherwise possessed acquired or controlled by the Agency and used in connection with the Client's marketing is vested in the Agency and the Client shall not by virtue of any payment hereunder acquire or be deemed to acquire any copyright or other intellectual property right in the same.
(e) On termination of this Agreement and provided that the Client’s obligations hereunder are fulfilled and subject to payment of all outstanding amounts due and in consideration of those obligations the Agency hereby agrees to assign to the client the entire copyright (but not the property) in any marketing or promotional material created and actually used by the Agency to the extent that such copyright vests in the Agency.
(f) The Agency retains the copyright and other intellectual property in all material contained in any presentation made in competition with any other Agency or otherwise in the event of the Agency's presentation being unsuccessful.
17. Invoices will be paid by the Client within 14 days of the invoice date. All monthly fees are invoiced in advance.
18. (a) All proposals put by the Agency to the Client are confidential and the client shall not directly make use of or pass the same to any third party without the agreement of the Agency.
(b) All information provided by the Client to the Agency is confidential and the Agency shall not pass the same to any third party without the agreement of the Client.
(c) Whilst the agency is contracted to work with the client the agency will not work with any other competing organisation.
19. During the period of notice referred to in clause 1 the Agency shall be
entitled to receive its regular commission fees and expenses as detailed in these terms of business.
20. If during any period of notice the Client wishes to make use of any of the Services through another agency the Client may do so provided the agency monthly retainer fee is paid in full throughout the agreed notice period and none of the ideas and work originated by the Agency is used by the Client or its other agency.
21. Force Majeure
Force Majeure means in relation to either party any circumstances beyond its reasonable control (including without limitation any strike, lockout or other form of industrial action, Act of God, fire, explosion, earthquake, accident, acts of public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine restrictions, labour or materials shortages, embargo, failure or delay in transportation, unavailability of components, materials or machinery for manufacture, acts of government authorities or judicial action). If either party is affected by Force Majeure it shall immediately notify the other party of its nature and extent and both parties shall enter into immediate discussion with a view to alleviate its effects or to agree such alternative arrangements as may be fair and reasonable.

Neither party shall be deemed to be in breach of this agreement or otherwise be liable to the other by reason of any delay in performance or non-performance of any of its obligations hereunder to the extent that such delay or non-performance is due to any Force Majeure of which it has notified the other party and the time for performance of that obligation shall be extended accordingly.

For and on behalf of Ruffit Integrated:

For and on behalf of (The Clilent):

Dated: