Advertising Sales Agreement

Free Advertising Sales Agreement Template

Use this free template as a starting point for an arrangement under which a publisher or media owner sells advertising inventory to an advertiser (or to an agency on behalf of an advertiser). Copy and customise it to suit the medium (print, digital, audio, OOH), the inventory, and your trading terms.

ADVERTISING SALES AGREEMENT

Date: [Date of agreement]

Publisher (Media Owner): [Full legal name], a company incorporated in [Jurisdiction] with registered address at [Address] (the "Publisher")

Advertiser: [Full legal name], a company incorporated in [Jurisdiction] with registered address at [Address] (the "Advertiser")

Background

A. The Publisher owns or operates [Brief description of the media property: e.g. a magazine, website, podcast, newsletter, outdoor inventory], where it sells advertising inventory.

B. The Advertiser wishes to purchase advertising inventory from the Publisher to promote [Advertiser's products / services / brand].

C. The Parties wish to record the terms on which the inventory is bought and sold.

1. Campaign Details

• Campaign name: [Name]
• Campaign objective: [Brand awareness / Direct response / Performance / Other]
• Campaign period: [Start date] to [End date]
• Advertiser brand and creative: [Brand name and creative concept summary]
• Booking reference: [Reference number]

2. Inventory and Placement

The Publisher shall provide the advertising inventory set out in Schedule [1] (the "Inventory"), including:

• Format(s): [e.g. display banners 728x90 / 300x250 / native sponsored post / 30-second podcast read / full-page print]
• Placement(s): [e.g. homepage above the fold / specific section / newsletter slot / specific episode]
• Volume: [Number of impressions / insertions / episodes / show dates]
• Reach / circulation: [As applicable for the medium]

Material delivery deadlines for creative and any technical specifications are set out in Schedule [2].

3. Pricing and Payment

• Net rate / CPM / fixed fee: [Currency and amount, with rate model]
• Total contracted spend: [Currency and amount] (the "Total Spend")
• Agency commission: [If applicable: rate or "Net no agency commission"]
• Discounts: [Volume discount, early-booking discount, or "None"]
• VAT / sales tax: added at the prevailing rate where applicable

Payment terms:

• [Net 30 from invoice date / [Y]% on booking confirmation, [Y]% on completion / Other]
• Currency: [Currency]
• Payment method: bank transfer to [account details]
• Late payment: interest at [statutory rate / contractual rate] applies to overdue sums

4. Material Delivery

The Advertiser shall deliver compliant creative materials by the deadlines in Schedule [2]. Late delivery may result in:

• Loss of the booked placement
• Substitution with an alternative slot of equivalent value, where available
• No refund or rebate for missed placements caused by late or non-compliant materials

The Publisher shall acknowledge receipt of materials within [1 working day] and notify any technical issues within [3 working days].

5. Editorial and Standards Compliance

• The Advertiser warrants that the creative materials comply with all applicable advertising standards, including (as applicable to the territory) the ASA / CAP code, FTC guidelines, GDPR / privacy law, and any platform-specific policies notified by the Publisher.
• The Publisher reserves the right to reject any creative that breaches its editorial standards, contains misleading claims, or is incompatible with its audience profile, in which case the Advertiser shall be entitled to submit replacement creative within the timeline in Schedule [2].
• Sponsored content or native ads shall be labelled clearly as such, in line with the applicable advertising regulations.

6. Audience Measurement and Reporting

• The Publisher shall provide post-campaign reporting within [10 working days] of campaign end, including: impressions delivered, click-through rates (where applicable), placement evidence (tear sheets, screenshots, or audio files), and any agreed audience metrics
• Independent verification (e.g. by an agreed third-party ad server or audit) is permitted on reasonable terms

7. Make-Goods

If the Publisher fails to deliver the booked Inventory due to technical fault, scheduling change, or other Publisher-side issue, the Parties shall agree make-good placements of equivalent value, or, failing agreement, a pro-rata refund.

8. Cancellation

• The Advertiser may cancel a booking more than [30] days before the campaign start without charge
• Within 30 to 14 days, [Y]% of the Total Spend is payable
• Within 14 days or after campaign start, the full Total Spend is payable
• The Publisher may cancel only for material breach by the Advertiser, in which case a pro-rata refund of unutilised Spend is payable

9. Exclusivity and Competitor Separation (optional)

The Publisher shall use reasonable endeavours not to place advertising from the Advertiser's direct competitors (listed in Schedule [3]) in immediate adjacency to the Advertiser's campaign during the campaign period. Strict exclusivity (where requested and agreed) is reflected in the Total Spend.

10. Intellectual Property and Licences

• The Advertiser grants the Publisher a non-exclusive, worldwide, royalty-free licence to use the creative materials solely for the purpose of running the campaign during the campaign period
• The Publisher retains all rights in its media property, audience data (subject to data protection law), and ad-serving systems
• Each Party retains its own pre-existing trademarks and goodwill

11. Warranties and Indemnities

The Advertiser warrants that:

• The creative materials are owned or properly licensed by the Advertiser, and do not infringe any third-party IP, privacy, or publicity rights
• All claims in the creative are accurate and substantiated
• The Advertiser has all necessary regulatory approvals for the products or services advertised

The Advertiser shall indemnify the Publisher against losses arising from breach of these warranties, subject to the liability cap in clause 12.

12. Limitation of Liability

Neither Party's liability is limited for fraud, wilful misconduct, or any liability that cannot be limited by law. Subject to the foregoing, each Party's total aggregate liability is capped at the Total Spend. Neither Party is liable for indirect or consequential loss.

13. Confidentiality

Each Party shall keep confidential any non-public information of the other Party received in connection with this Agreement, except for disclosure to professional advisors, as required by law, or with prior written consent.

14. Governing Law and Disputes

This Agreement is governed by the laws of [Jurisdiction] and the Parties submit to the exclusive jurisdiction of the courts of [Jurisdiction].

Signatures:

For and on behalf of the Publisher:

_ Date: _ [Name], [Position]

For and on behalf of the Advertiser:

_ Date: _ [Name], [Position]

This is a basic template provided for informational purposes. For a professionally generated and legally tailored document, use Bind's contract automation platform.