Marketing Agency Agreement (India)

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A Marketing Agency Agreement is an agreement between a marketing agency and a client for the performance of marketing and advertising services. This agreement sets forth the name of the product(s), product analysis, marketing strategies and creative advertising campaigns the agency will perform on the client’s behalf. It also contains provisions regarding authority and responsibilities, intellectual property ownership and non-compete and confidentiality provisions. A well-written Marketing Agency Agreement will protect your rights and prove invaluable in the event of disagreements, misunderstandings or litigation.

Among others, these important provisions are included in this Agreement:
  • Parties: This provision contains the identity and names of the parties entering into the agreement;
  • Services: Sets forth the services the agency will provide to the client;
  • Term and Termination: Sets forth the terms and effective date of the agreement along with information regarding termination;
  • Limits of Authority: Sets forth any actions which first must be approved by the client;
  • Intellectual Property: If the agreement is terminated, any intellectual property will be the property of the client unless specified otherwise.

Protect your Rights and your Property by using our professionally prepared up-to-date forms.

This lawyer-prepared packet includes:
  1. General Information
  2. Instructions and Checklist
  3. Marketing Agency Agreement for use in India
Law Compliance: This form complies with the laws of the states and territories of India
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Marketing Agency Agreement
(India)

 

 
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.
 
 
 
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:
a) Incur any expense or obligation in the name of the Client;
 
b) Disseminate any printed material regarding the Products; or
 
c) Use Clients 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 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:
 
 
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
 
By: _____________________________________________
      Agency
_____________________________________________
NAME OF AUTHORISED PERSON
_____________________________________________
TITLE OF AUTHORISED PERSON
EXHIBIT A
 
Products
 
EXHIBIT B
 
Services
 
EXHIBIT C
 
Compensation
 
Number of Pages13
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#34882
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Marketing Agency Agreement
(India)

 

 
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.
 
 
 
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:
a) Incur any expense or obligation in the name of the Client;
 
b) Disseminate any printed material regarding the Products; or
 
c) Use Clients 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 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:
 
 
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
 
By: _____________________________________________
      Agency
_____________________________________________
NAME OF AUTHORISED PERSON
_____________________________________________
TITLE OF AUTHORISED PERSON
EXHIBIT A
 
Products
 
EXHIBIT B
 
Services
 
EXHIBIT C
 
Compensation
 

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