STANDARD
PUBLISHER-REPRESENTATIVE AGREEMENT
NATIONAL
ASSOCIATION OF PUBLISHERS’ REPRESENTATIVES, INC.
AGREEMENT made on ______________ between the ______________________ ______________ a corporation, association or company with its principal office at _________________________________ hereinafter referred to as the “Publisher” and Mohanna & Associates, Inc., a sub chapter S corporation with its principal office at, 305 W. Spring Creek Parkway Bldg C Suite 101 Plano, TX 75023, hereinafter referred to as the “Representative.” The Publisher is the owner of a magazine or periodical titled ________________, hereinafter referred to as the “Periodical”, and the Representative is engaged in the solicitation and sale of advertising space and the representation of publishers in connection therewith.
The Publisher and the Representative, as the parties to this Agreement, in consideration of mutual covenants and stipulations set out herein, agree as follows:
ONE: The Publisher retains and appoints the Representative during the term of this Agreement as its sole and exclusive advertising solicitor and representative of the Periodical for the sale of advertising space in the following Territory: North America
TWO: The Representative accepts the appointment and agrees to use its efforts in the solicitation and sale of advertising space in the Periodical and in the advancement and promotion of said Periodical, adhering at all times to the established policies and published or negotiated rates of the Periodical and to the standards established by the National Association of Publishers’ Representatives, Inc.
THREE: In consideration for the services of the Representative, the Publisher agrees to pay the Representative a commission of twenty percent (20%) of the income after deduction of advertising agency commission, if any, received from advertisers or advertising agencies doing business within the designated Territory, whether obtained by the Representative or Publisher or from any other source or any other manner. A commission of twenty-five percent (25%) of the income after deduction of advertising agency commission, if any, received from advertisers or advertising agencies doing business within the designated Territory, whether obtained by the Representative or Publisher or from any other source or in any other manner will be paid on sales which exceed the calendar _______ revenue levels.
FOUR: In the event advertising contracts are received from advertising agencies doing business within the Territory, for advertisers doing business outside the Territory, or vice versa, such contracts shall be deemed “split accounts” upon which commissions shall be paid to the Representative by the Publisher computed at one-half of the commission set forth in paragraph three above.
FIVE: It is understood and agreed that commissions shall be deemed earned by the Representative upon acceptance of the advertising order/contract and publication of the advertising by the Publisher. The Publisher agrees that it will not hold the Representative liable for any advertising published by the Periodical or for any uncollected billings for such advertising. It is further understood that no commission will be due the Representative for unpaid advertising. The Representative acknowledges and understands that the Publisher reserves the unilateral right to approve or reject any advertising without any liability of such refusal or for payment of commission or other compensation on rejected advertising
SIX: The Representative shall submit to the Publisher an invoice upon publication of each issue of the Periodical. The Publisher agrees to remit payment for all commission invoices within 30 days from date of the invoice noting any rate corrections or unpaid advertising.
SEVEN: The term of this Agreement shall be for 2 years, commencing ________, 200_, and shall be automatically renewed for similar periods unless written notice of termination be sent by Registered Mail or Certified Mail, return receipt requested, by either party to the other not fewer than ninety days prior to the expiration of any such period. Each separate term is herein referred to as an “Agreement Period”. Publisher agrees to continue to accept advertising contracts from the said Territory until termination date.
EIGHT: Upon termination of this Agreement, for any reason, the Representative shall be entitled to, and the Publisher shall continue to remit commissions as herein provided, without diminution or deductions of any kind upon all existing contracts, insertion orders and written schedules received on or prior to the termination due of this Agreement until their expiration. At the request of the Publisher, the Representative shall continue to service these accounts until the last insertion has been published.
NINE: In the event that this Agreement is terminated by the Publisher, and provided that the Agreement has been in existence for two or more Agreement Periods, and that the income from advertising revenues in the Representative’s Territory has increased over the immediately preceding Agreement Period, after adjustment for rate changes, if any, the Representative shall be then entitled to severance compensation as specified herein. For each Agreement Period in which income as defined above exceeds the income of the immediately preceding Agreement Period, severance compensation of 15% of the increase in income shall be paid to the Representative. Such severance compensation shall be paid to the Representative within 90 days after the termination of the Agreement. This severance compensation shall be in addition to the commissions due for advertising yet to be published as specified in paragraph eight or any other commissions due to the Representative.
TEN: Each party agrees, during the life of this Agreement and for a period of twelve (12) months from date of its expiration or termination, not to directly or indirectly solicit, recruit, hire, or employ, on its own behalf or that of a third party, the services of any person who was directly or indirectly employed by such other party during the term of this Agreement. For the purposes of this Section TEN, the terms “solicit” and “recruit” shall not include the placement of an advertisement for a job in newspapers, on the Internet, or in professional journals, or participation in job fairs or similar activities, that result in the hiring or employment of persons who could not otherwise be hired or employed under this provision; provided, however, that such advertisements, job fairs, and similar activities do not target such persons. If a party violates this provision (and in the case of solicitation or recruiting such violation results in hiring or employment of the person in question) such party shall pay the other party, as liquidated damages and not as a penalty, an amount equal to eighty five percent (85%) of the annual compensation of the person wrongfully hired or employed, together with any reasonable costs (including attorney’s fees and costs of court) incurred in enforcing this provision. This Section TEN shall survive the expiration or termination of this Agreement.
ELEVEN: The Representatives shall maintain an office separate from the Publisher and shall bear expenses and obligations incurred in connection with its solicitation and sale of advertising space in the publication, including travel, entertainment and telephone. The Publisher and the Representative recognize that the Representative shall be an independent contractor during any and all Agreement periods arising form this agreement. The publisher shall have no responsibility for the filing of tax returns or reports required of employers relating to the Representative or any of its employees. The Representative shall not incur any debt, obligation or liability of any kind in the name of, for, or on account of the Publisher, unless specifically authorized to do so. Should the Publisher request the Representative to travel, attend trade shows/conventions or sales meetings, or perform other services not in the normal course of its duties, the Publisher will promptly reimburse the Representative for reasonable expenses incurred.
TWELVE: The Publisher, recognizing that the Representative will necessarily incur considerable expenses in maintaining an office separate from the Publisher, agrees to pay the Representative, on the first of each month, the sum of $_____ dollars a month, which sum shall be treated as a guaranteed minimum compensation each month to the Representative and deductible against commissions earned.
THIRTEEN: The Publisher agrees to designate the Representative by name and office address as Advertising Representative of said Periodical in all of its issues, rate cards, promotional literature and Standard Rate and Data Service.
FOURTEEN: The publisher agrees to promptly supply the Representative with a reasonable number of copies of each current issue of the Periodical, customary promotional literature and market data; rate cards containing uniform schedule of advertising rates; printed circulation statements following ABC or BPA format insofar as possible; a subscription to the IMS Ltd. eBasket ™ insofar as possible; letterhead, envelopes and business cards with the Representative’s address and copies of sales presentation giving basic facts about the market, the circulation, editorial content and personnel, background of the Publisher and his or her organization and proof of readership. Copies of all advertising contracts, insertion orders and written schedules will be provided to the Representative when received by the Publisher.
FIFTEEN: Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association and judgment upon the award rendered by the Arbitrators may be entered in any court having jurisdiction thereof.
SIXTEEN: This Agreement shall be binding upon the parties, their heirs, successors and assigns including subsequent owners of the Periodical. No modification of this Agreement shall be valid unless signed by both parties.
IN WITNESS WHEREOF, the parties have set their hands and seals the day and year first written.
Witness:
__________________________ By: __________________________ (Seal) Witness:
__________________________ By: __________________________ (Seal) |
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