Preview of our top selling Sales Agency Agreement
Bell Atlantic / L90 - Advertising Sales Agency Agreement
ADVERTISING SALES AGENCY AGREEMENT
This Agency Agreement dated January 1, 1999 ("Effective Date") by and between:
Latitude 90, Inc. a corporation with principal offices at 5959 West
Century Blvd., Suite 756, Los Angeles, CA 90045 ("Agent"); and
Bell Atlantic Electronic Commerce Services, Inc., a corporation with an
office at 35 Village Road, Middleton, MA 01949 ("BAECS").
NOW, THEREFORE, the parties agree as follows:
1. APPOINTMENT
1.1. BAECS appoints Agent as a non-exclusive agent to provide sales
representation and consultation for the sale of advertising as defined in
Attachment A ("Advertising") to be placed on BAECS's Big Yellow website
located on the World Wide Web at http://www.bigyellow.com or related
sites ("BAECS Sites").
1.2. Agent agrees to accept such appointment.
2. AGENT'S RESPONSIBILITIES
2.1. Agent will highlight BAECS in its media kit and websites as one of its
Premium Website Partners including detailed information in both its
"Website" and "Beyond the Banner" sections.
2.2. Agent will also provide BAECS with the opportunity to participate in its
co-op advertising campaign, which is designed to stimulate additional
Advertising revenue. This campaign will use direct mail, electronic mail
and print advertising to build the brand awareness of Agent's Premium
Partners as well as well specific marketing programs such as BAECS's "Hot
Commerce".
2.3. Agent's sale executives will work with BAECS's sales, marketing and
business development departments to orchestrate programs that increase
the overall effectiveness of programs and revenue stream of BAECS.
2.4. Agent will use its reasonable and diligent efforts to market and sell
Advertising as set forth in this Agreement.
2.5. Agent will use only those promotional materials provided or approved in
advance by BAECS, will document all sales using only Insertion Orders,
contracts and applications and materials provided by BAECS, and will
market Advertising in a manner consistent with the law and with BAECS
standards, including those BAECS specifies as necessary to protect
trademarks or trade names.
2.6. Agent will make only such representations concerning any BAECS Sites as
have been approved by BAECS. Agent will notify BAECS immediately upon
notice to it of any cancellation of any Insertion Order.
2.7. Agent will obtain from the customer signed Insertion Orders, contracts
and applications for Advertising and shall submit them to BAECS as
required by BAECS.
2.8. Agent will cooperate fully with BAECS in resolving any customer
complaints. At BAECS's request, Agent will represent BAECS's interest
taking into consideration the interests of the customer in negotiating
adjustments of customer's accounts and claims involving BAECS's alleged
errors and omissions. BAECS will have the right, in its sole discretion,
(i) to approve or disapprove any adjustment or other arrangement proposed
by Agent unless such adjustment or other arrangement is made at Agent's
sole expense, and (ii) to make any customer account adjustment it deems
2.9. Agent will perform its obligations under this Agreement, including
creative design, in accordance with the highest industry standards and to
BAECS's reasonable satisfaction.
2.10. Agent will cooperate fully in the collection, compilation and maintenance
of date required to be reported by BAECS pursuant to any federal or state
statute, regulation or order.
2.11. Agent will perform other functions reasonable requested by BAECS. If
Agent incurs any material additional expenses in the performance of
additionally requested functions, then performance will be determined by
mutual agreement of BAECS and Agent.
2.12. Agent may, at its option and neither pursuant to this Agreement nor as
agent to BAECS, provide creative design assistance to customers in order
to develop more effective campaigns. Such design assistance shall be by
separate agreement between Agent and the customer, and under separate
charges. Agent shall not represent that BAECS is a party to such design
work or that such design work is provided pursuant to customer's
Agreement or Insertion Order with BAECS, and BAECS shall not be liable in
any manner for any such design assistance provided by Agent. Agent is
responsible for all billing and collection of charges for design fees.
3. BAECS RIGHTS AND RESPONSIBILITIES
3.1. BAECS will, at its sole discretion allocate appropriate budgets to
develop sales and promotional material for general media kit purposes and
for special programs for Advertising.
3.2. Each month Agent and BAECS will conduct joint account management planning
to discuss and coordinate sales calls and business partnering
3.3. Agent will promptly forward its recommendations and requests regarding
Advertising to BAECS. BAECS will respond within two (2) business days of
the request with a go/no go on the recommendation. It is the
responsibility of Agent to define not only the revenue opportunity and
any technical requirements that the opportunity is contingent upon.
3.4. BAECS at its discretion will provide Agent with the necessary sales and
marketing resources to support new Advertising recommendations and
3.5. BAECS agrees to provide such promotional literature and contractual
documentation to Agent, as BAECS deems appropriate. BAECS further agrees
to keep Agent informed of any regulatory, product or business changes
that will impact Agent's performance under this Agreement, and to change
materials as necessary.
3.6. BAECS will perform all billing and collection functions for the
Advertising sold by Agent under this Agreement. Early payment discounts,
if any, will not effect Agent's commission. For quality control and
customer service reasons, BAECS may contact any existing customer at any
time. Before contacting any existing customer for sales and marketing for
Advertising, BAECS shall
contact Agent to assist in joint marketing activities. Should Agent
choose to participate in such joint marketing activities, any Advertising
sales resulting from such joint marketing efforts shall be deemed to be
eligible for compensation under this Agreement.
3.7. By the twelfth calendar day of each month, BAECS will provide Agent with
a tracking report that lists total number of page views and estimated
visitors for the site as well as total page views by each section listed
on the Navigational Bars of the BAECS Sites. BAECS will use reasonable
efforts to deliver tracking reports by close of business each Monday.
3.8. On a weekly basis, BAECS will provide weekly tracking reports to Agent
that list daily impressions and click-throughs for each Advertising
creative that ran in the prior week. For all banner advertisements that
Agent serves for BAECS, it will provide an online weekly tracking report
that also provides banner impressions and click-throughs (by banner) for
each Advertisement that ran in the prior calendar week.
4. ACCEPTANCE OF ORDERS; COMPENSATION; REVENUE OBJECTIVES
4.1. Agent will submit separate Insertion Orders, contracts and applications
for Advertising, which BAECS may accept or reject at its sole discretion.
Agent is not authorized to accept, approve, execute on behalf of BAECS or
amend any Insertion Order or Application for Advertising and will take no
action or make any representation to the contrary to any person. No
Insertion Orders, contracts and applications for the sale of any
Advertising will be binding on BAECS unless accepted by BAECS by
publication pursuant to such Order. BAECS may delete any Advertising from
the BAECS Sites at any time for any reason.
4.2. In full compensation for the services performed under this Agreement
BAECS agrees to pay Agent commissions as described in Attachment B. Agent
will pay all expenses it incurs in performing services under this
Agreement. BAECS has the right to set off against any payment due Agent
under this Agreement any amounts owed to it by Agent under this Agreement
or under any other agreement.
4.3. BAECS reserves the right to change the Commission Rates for any renewal
Term effective at the beginning of the renewal Term upon thirty (30) days
prior written notice.
4.4. If customers are represented by advertising agencies or if Agent
subcontracts any of its responsibilities in accordance with Section 12,
Agent will be solely responsible for paying any compensation to the
agencies and subcontractors without recourse to BAECS.
4.5. BAECS will pay commissions due to Agent on a monthly basis within forty-
five days of the end of the particular month, based on applicable amounts
collected by BAECS. BAECS will provide Agent with a monthly statement
listing all sales of Advertising and for which Agent is being paid, as
well as al outstanding accounts that are due an payable, including
Insertion Order numbers.
4.6. Agent will assist BAECS in collecting all past due bills, as requested by
4.7. To avoid duplication of efforts, Agent and BAECS will coordinate on a
monthly basis with regard to all accounts that are being pursued by each
party in connection with this Agreement.
5. TERM; TERMINATION; AGENT'S DEFAULTS
5.1. This Agreement will remain in effect for one year after the Effective
Date ("Term"). The Term will
be automatically renewed for successive one-year periods unless
terminated by either party as provided below.
5.2. BAECS may terminate this Agreement immediately upon written notice under
the following circumstances: (i) in response to regulatory or legal
actions or concerns; and (ii) for cause. "For cause" means: (a) failure
to perform or other breach of any of Agent's obligations, representations
or warranties under this Agreement, provided that, BAECS first provides
Agent written notice of breach and an opportunity to cure such breach
within ten (10) days; or (b) the failure to pay its subcontractors or
employees providing services under this Agreement; or (c) a change in
ownership or control, liquidation, bankruptcy or insolvency of Agent.
5.3. Either party may terminate this Agreement for any reason upon one hundred
and twenty (120) days written notice.
5.4. Upon termination or expiration of this Agreement for any reason: (i) the
rights and duties that each party has accrued before termination will
continue in full force and effect; (ii) Agent will not be entitle to any
commissions for any Advertising for which Insertion Orders are submitted
to BAECS after the date of termination or expiration or ordered by Agent
or any customers served by Agent after the date of termination or
expiration; (iii) Agent acknowledges and agrees that it will not
interfere with BAECS's contractual relationship or prospective
contractual relationship with the customers served by Agent under this
Agreement; (iv) Agent immediately will return to BAECS all materials,
including sales contracts, software, promotional or marketing materials,
demonstration materials, and all other materials supplied to it by BAECS
or relating to its performance of services under this Agreement; and (v)
Agent will continue to receive its commission share for all orders
accepted by BAECS prior to the termination or expiration date including
those schedules that actually run after the termination or expiration
date. All material and software existing on Agent's word processing or
computing equipment, servers, email systems (including all back up
systems), will be destroyed or deleted by Agent within ten (10) days of
the date of termination or expiration, and Agent will provide BAECS with
written confirmation that all such material and software has been
destroyed or deleted.
6. LICENSE TO USE BAECS TRADE NAMES AND TRADEMARKS.
6.1. Subject to the terms and conditions specified in this Agreement, BAECS
hereby grants to Agent, for the term of this Agreement, a limited non-
exclusive, non-assignable license to use the trade names, trademarks and
service marks (hereinafter "Licensed Marks") for purposes of selling
6.2. BAECS will provide Agent with the specifications and restrictions on
using the Licensed Marks. Agent may use these Licensed Marks solely as
depicted in graphic configurations to be provided by BAECS.
6.3. Agent shall not use the Licensed Marks in any format other than the most
recent graphic configurations as provided by BAECS. Agent shall not use
any of the Licensed Marks as part of its corporate name, trade name or
business name. Agent further agrees to abide by such policies, standards
and practices regarding the use of the Licensed Marks as BAECS may
establish and provide written notice of from time to time.
6.4. Agent shall submit to BAECS for prior review and approval, all
advertising, including, without limitations, sales brochures, promotional
materials, business cards, letterhead, press releases, Internet and other
electronic listings, and other items or materials in which the Licensed
Marks are used. Agent shall not publish, distribute or use any such
advertising without the prior written
approval of BAECS.
6.5. In order to comply and continue in compliance with applicable trademark
law, including the U.S. Trademark Act of 1946, 15 U.S.C. Section 1051, et
seq., with respect to control by BAECS of the nature and quality of the
Advertising for sale by Agent with the Licensed Marks;
6.6. Agent shall ensure that all advertising under Section 2 performed by
Agent in connection with the Licensed Marks complies with all applicable
Federal, State, and Local laws and regulations.
6.7. Agent shall comply with all guidelines outlined by BAECS and such other
quality control policies, standards and practices related to the Licensed
Marks as BAECS may adopt and provide written notice of from time to time.
6.8. BAECS shall have the right, at all reasonabl...
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