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Drafting Internet Advertising Agreements
- By Chia Moses
- Published 29 September 2008
- Online Marketing
- Unrated
Ever since Internet usage increased in the mid 1990s, advertising deals have become very common. It is well known that companies advertise on Internet by the means of banners and various search engines like Yahoo, MSN and Google. This is just an effort to drive users to their websites. There are certain key provisions in the Internet Advertising Agreements, which should me kept in mind while opting for advertising via net. All the provisions included in the agreement are carefully drafted to avoid any confusion in future. The company that purchases the advertisement is called purchaser and seller of the ad is referred to as advertiser. Here are few basic elements, which must be considered while drafting an Internet Advertising agreement.
Definitions
First paragraph of an Internet advertising agreement should always define key terms that the agreement frequently refers to. For example, an agreement will mostly use the term "click-through", thus it should be defined as a "user presence on advertising purchaser's website, which originated through the advertiser's promotional ads as part of this Agreement."
Term
The term paragraph should refer that the agreement will initiate upon the effective date and will last for a decided time period.
Positioning
The terms written in positioning section must clarify how the advertising banners will be positioned on the website of the advertiser. It may simply refer to a proper positioning schedule attached as an exhibit. In other case, if the parties decide not to agree on a specific positioning
schedule, the agreement might simply declaim that the advertiser has sole diplomacy to control the positioning as long as it uses its reasonable best efforts to position the banners that will drive traffic to the purchaser's website. The drafter can also enumerate that the advertiser will not be responsible for any claims related to usage statistics.
Click-through
Before the drafter of an advertising agreement can go to work, he must be clear whether his clients will pay per banner ad or per click-through. Click through means that the user has clicked on the banner or the link of the purchaser's website. If the agreement is signed for a certain amount of click-through per month, it must clearly describe the commitments promised by the advertiser.
The click-through provision should also consider the situation if advertiser in unable to make good profit by click-through commitments. For example, it may mention that "if advertiser misses any monthly target, he shall "make good" the difference within two months. If he is still unable to derive any benefit in 60 days, purchaser may delay a particular portion of monthly payments until he starts delivering such make goods again."
Exclusivity
If there are some exclusive provisions in deal points, then the agreement must reflect this intention. For example, the agreement should mention "no competitor of purchaser is permitted to place or purchase orders from advertisements, banners or promotional advertising as defined in Exhibit B. The advertiser should agree to use evenhanded measures to prevent third parties from placing any banner or promotional ads of competitor’s website."
Apart from these, some other provisions include Cancellation and Termination Limitation of Advertiser's Liability, Advertiser's Right to Reject Advertising and Indemnification.
Definitions
First paragraph of an Internet advertising agreement should always define key terms that the agreement frequently refers to. For example, an agreement will mostly use the term "click-through", thus it should be defined as a "user presence on advertising purchaser's website, which originated through the advertiser's promotional ads as part of this Agreement."
Term
The term paragraph should refer that the agreement will initiate upon the effective date and will last for a decided time period.
Positioning
The terms written in positioning section must clarify how the advertising banners will be positioned on the website of the advertiser. It may simply refer to a proper positioning schedule attached as an exhibit. In other case, if the parties decide not to agree on a specific positioning
Click-through
Before the drafter of an advertising agreement can go to work, he must be clear whether his clients will pay per banner ad or per click-through. Click through means that the user has clicked on the banner or the link of the purchaser's website. If the agreement is signed for a certain amount of click-through per month, it must clearly describe the commitments promised by the advertiser.
The click-through provision should also consider the situation if advertiser in unable to make good profit by click-through commitments. For example, it may mention that "if advertiser misses any monthly target, he shall "make good" the difference within two months. If he is still unable to derive any benefit in 60 days, purchaser may delay a particular portion of monthly payments until he starts delivering such make goods again."
Exclusivity
If there are some exclusive provisions in deal points, then the agreement must reflect this intention. For example, the agreement should mention "no competitor of purchaser is permitted to place or purchase orders from advertisements, banners or promotional advertising as defined in Exhibit B. The advertiser should agree to use evenhanded measures to prevent third parties from placing any banner or promotional ads of competitor’s website."
Apart from these, some other provisions include Cancellation and Termination Limitation of Advertiser's Liability, Advertiser's Right to Reject Advertising and Indemnification.
