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EXCLUSIVE ADVERTISING AND CONSULTING AGREEMENT

This agreement is entered into by and between __________________, hereinafter referred to as
"Company", and __________________, hereinafter referred to as "Agent".
For and in consideration of the mutual promises contained herein, the Company and Agent do
hereby covenant, contract and agree as follows:
1. AGENCY: Subject to the terms of this agreement, Company does hereby appoint
Agent as it's exclusive agent for the following purposes:
(a) Selection and placement of advertising for Company; and
(b) Consultant to Company for Advertising and Marketing Purposes.
(c) [Other purposes]____________________________________________
2. RELATIONSHIP: Company and Agent agree that agent is an independent contractor
and shall pay his or her own employment, income and other taxes as well as all
insurance.
3. DUTIES: Agent shall perform the following duties in reference to this agreement:
(a) _______________________________________________________________
_______________________________________________________________
___________________________________________________________; and
(b) Use his or her best efforts and abilities to select and recommend to Company
advertising and marketing plans and options for Company. "Advertising" as
used throughout this agreement means promotional ads of any kind or form,
for any product, service, show or other item, and includes television ads,
magazine ads, newspaper ads, private company ads, product endorsements,
promotional literature, videos, books or any other services.
Agent shall represent, advise and assist Company in the negotiation and execution of
any and all publicity, advertising and marketing contracts.
Agent shall not be authorized to bind Company to any advertising or marketing
agreements until Agent obtains the written consent to same by _____________ of the
Company.
4. COMPENSATION: Company shall pay unto Agent for his or her services the
following:
(a) [state how compensation to be paid] _________________________________
_______________________________________________________________
_______________________________________________________________
(b) [state when amounts to be paid.] ____________________________________
_______________________________________________________________
_______________________________________________________________
5. EXPENSES: As part of the compensation to Agent, Company shall also be

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reimbursed for the following expenses:
(a) [state expenses to be paid] _________________________________________
_______________________________________________________________
_______________________________________________________________
6. EXCLUSIONS: Excluded from this agreement are all existing advertising
agreements in place at the time of the execution of this agreement.
7. TERM: This agreement shall extend for a period of _______ days from the date
hereof.
8. RENEWAL: This agreement shall be automatically renewed:
3 months
6 months
one year
OTHER
in one (1) year increments unless either party gives ___________ days written notice
to the other prior to the expiration of any one contract period of their intent not to
renew.
9. MODIFICATION: This agreement may not be modified except by amendment
reduced to writing and signed by both Company and Agent. No waiver of this
agreement shall be construed as a continuing waiver or consent to any subsequent
breach thereof.
10. NOTICES: All notices hereunder shall be effective if sent by certified mail, postage
prepaid, return receipt request to [list name and address]:
_________________________________ or _________________________________
_________________________________ _________________________________
_________________________________ _________________________________
_________________________________ _________________________________
11. ENTIRE AGREEMENT: This agreement constitutes the entire agreement between
the parties hereto and replaces and supercedes all prior agreements between the
parties relating to this same subject matter.
12. GOVERNING LAW: This agreement shall be construed in accordance with the laws
of the State of __________________.
13. PARTIAL INVALIDITY: In the event any provision hereof shall be for any reason
illegal or unenforceable, the same shall not affect the validity or enforceability of the
remaining provisions.
14. ATTORNEY FEES: In the event that the agreements become subject to litigation
between the parties hereto, the parties agree that the prevailing party shall be entitled
to an award of attorney's fees, costs and the prevailing statutory interest from the

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other party.
15. INDEPENDENT COUNSEL: The parties hereto further represent that they have had
the opportunity to obtain independent legal counsel before entering this agreement.
16. FURTHER DOCUMENT: The parties further agree that if any other provisions or
agreements are necessary to enforce the intent of this document, that both parties will
execute same upon request.

This agreement entered into this the ____ day of ______________, 20___.
Company

Agent
____________________________________

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STATE OF __________________
COUNTY OF ________________

PERSONALLY came and appeared before me, the undersigned in and for the jurisdiction
aforesaid, the within named __________________ in the above and foregoing instrument of
writing, who acknowledged to me that she signed and delivered the above foregoing instrument
of writing on the day and in the year and for the purposes therein mentioned.

GIVEN under my hand and official
seal of office on this the _____ day
of __________________, 20__.
______________________________
NOTARY PUBLIC

My Commission Expires:
______________________


STATE OF __________________
COUNTY OF ________________

PERSONALLY came and appeared before me, the undersigned in and for the jurisdiction
aforesaid, the within named __________________ in the above and foregoing instrument of
writing, who acknowledged to me that she signed and delivered the above foregoing instrument
of writing on the day and in the year and for the purposes therein mentioned.

GIVEN under my hand and official
seal of office on this the _____ day
of __________________, 20__.
______________________________
NOTARY PUBLIC

My Commission Expires:
______________________

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