Advertising Sales Representation Agreement
Category: 270 Legal Recent Posts, Advertising, Sales
ADVERTISING SALES REPRESENTATION AGREEMENT
This Advertising Sales Representation Agreement is dated as of , 2007 (the “Effective Date”) by and between United Online Advertising Network, Inc., a Delaware corporation (”UOL Media Group”), and Classmates Online, Inc., a Washington corporation (”CMO”). UOL Media Group and CMO are sometimes referred to herein separately as a “Party” and together as the “Parties”. Capitalized terms used herein shall have the meanings ascribed to them in Article I hereof.
***
ARTICLE II
PURCHASE AND SALE OF SERVICES
Section 2.01 Purchase and Sale of the Services.
(a) Subject to the terms and conditions of this Agreement and in consideration of the Service Costs to be paid to UOL Media Group as described herein, UOL Media Group agrees to provide or cause to be provided to CMO, and CMO agrees to purchase from UOL Media Group, the Services until the obligation to provide the Services are terminated in accordance with the provisions hereof.
(b) CMO hereby grants UOL Media Group the right to enter into Contracts on CMO’s behalf for the sale of Ads and Sponsorships on the Sites. Except as set forth herein or as otherwise agreed in writing between the Parties, neither Party shall have the power or authority to bind the other Party or to enter into any contract in the name of, or create a liability against, the other Party in any way or for any other purpose.
Section 2.02 Retail Services.
(a) UOL Media Group has the exclusive right, except as set forth herein, to sell all standardized Ads (i.e., Ads that comply with “Ad Unit Guidelines” promulgated by the IAB) on the Sites through retail channels. For the avoidance of doubt, sales of Ad inventory allocated to Strategic Transactions are excluded from the foregoing exclusivity. In the event it is anticipated that a Strategic Transaction will utilize a material amount of inventory that would be available for use in connection the Retail Services, the Parties will work in good faith to discuss and plan for inventory allocation to ensure that commitments made in connection with the Retail Services are not adversely impacted.
===
Click here for the complete Advertising Sales Representation Agreement