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PLAYBOOK TEMPLATES

Advertising Agency Agreement

An Advertising Agency Agreement governs creative and media services provided by an agency to a client. This playbook discusses ownership of deliverables, approval processes, and termination rights.

Termination and Cure Rights

Why This Matters: Ambiguous termination clauses can trap parties in underperforming relationships or cause sudden obligations. Well-structured terms create certainty and facilitate smooth contract exits.

Negotiation strategy

If you're the Client:

Ensure termination clauses include clear definitions of material breach and reasonable cure periods. Advocate for a structured wind-down process to minimize business disruption.

If you're the Agency:

Negotiate for flexible termination options, such as termination for convenience, with adequate notice periods. Ensure post-termination obligations are clearly defined to protect interests.

Essential elements

1

Material Breach

Defines breach and cure period.
2

Termination for Convenience

Allows termination with notice.
3

Post-Termination Obligations

Outlines duties after termination.

Action framework

ACCEPT

Propose edits if cure periods are too short or notice periods are insufficient.

EDIT

Reject clauses that lack clear definitions of breach or omit wind-down procedures.

ADD

Add clauses if termination rights are absent or unclear.

PRO TIP

Always ensure termination clauses are aligned with industry standards and legal requirements to avoid disputes.

Example clauses

FAVORABLE

Preferred Termination Clause

"In the event that either party commits a material breach of this Agreement, the non-breaching party may terminate this Agreement by providing written notice to the breaching party. The breaching party shall have thirty (30) days from the receipt of such notice to cure the breach. If the breach is not cured within the specified period, the Agreement shall terminate at the end of the cure period."
NEUTRAL

Standard Termination Notice

"Either party may terminate this Agreement by providing the other party with thirty (30) days written notice."
UNFAVORABLE

Ambiguous Termination Rights

"The Agreement may be terminated at any time without notice or reason."

Fallbacks

High-Risk Projects

In high-risk projects, ensure termination clauses include detailed risk mitigation strategies and extended cure periods to manage potential issues effectively.

Long-Term Contracts

For long-term contracts, incorporate periodic review clauses to reassess termination rights and ensure they remain relevant and effective.

Cross-Border Agreements

In cross-border agreements, consider jurisdiction-specific termination requirements and include clauses that address potential international legal conflicts.
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