Thank you for the opportunity to allow ________________ (“we” or “us”) to make a presentation to [Company name]_____________ (“you”) in connection with your review of advertising agencies to handle your account. In connection with our services, you and we agree as follows:
1. We agree to prepare and provide to you our recommended ideas, strategies, creative concepts, and creative materials in connection with the advertising and marketing of your ____________________product. [In consideration for our services, and to offset our costs in providing these services, you agree to pay us $_____________, as follows: _______________________________________________________________. ]
2. You acknowledge that any and all ideas, concepts, strategies, trademarks and materials that we present or provide to you (the “Presentation Concepts and Materials”) are being presented or provided for the sole purpose of allowing you to determine whether you wish to exploit the Presentation Concepts and Materials and to engage our ongoing services. You acknowledge and agree that the Presentation Concepts and Materials are and will remain our property (regardless of whether the physical embodiment of the creative work is in your possession in the form of copy, artwork, etc.), and we shall retain all right, title, and interest therein. If you decide that you would like to use or exploit the Presentation Concepts and Materials in any manner, or if you would like to engage our ongoing services as your advertising agency, you and we will negotiate in good faith and enter into a separate agreement setting forth the terms of our services, or of such use or exploitation, including the amount of our compensation. You and we agree, however, that your acknowledgement of our ownership of, and your ability to utilize, the Presentation Concepts and Materials shall not apply to any Presentation Concepts and Materials that (i) you independently develop (or have already independently developed) without any use of any of the Presentation Concepts and Materials presented by us, or (ii) are provided to you by a third-party (including another agency) that is not affiliated with us or under a confidentiality obligation to us.
3. [Standard Agency confidentiality provision] [Sample provision: We recognize that, in connection with our services for the presentation, you will likely disclose to us confidential and proprietary information regarding your business, including without limitation, confidential and proprietary information relating to your advertising, promotions, plans, competitive strategies, product characteristics, market research, customer information, and any other information relating to your business that you designate in writing to us as confidential (“Confidential Information”). We agree not to disclose any Confidential Information to any third party and not to use any Confidential Information for any purpose other than as is necessary for us to perform our services for you. Further, we agree to return any Confidential Information to you upon your request. Confidential Information, however, does not include information which is or becomes public knowledge through no fault ofours; information that is known to us prior to your disclosure of such information to us; information that is learned by us from a third party that is not known by us to be under a confidentiality obligation to you; and information that is independently developed by us without use of any of your confidential information. In addition, we shall be entitled to disclose any Confidential Information that is required to be disclosed by law or legal process; however, we agree to provide you with prompt written notice of the required disclosure.]
4. This agreement contains the entire understanding between you and us with respect to the subject matter of this agreement and may not be altered or waived except by a writing signed by both parties. This agreement will be governed by the laws of the State of _____________________applicable to contracts executed and to be performed entirely in the State of ____________.
If the terms contained in this letter accurately reflect your understanding of our agreement, please so indicate by signing in the space provided below.
ACCEPTED AND AGREED TO: