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1. Parties: Identification of the advertising rights holder and the advertising agency/company
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Key terms used throughout the agreement including 'Territory', 'Advertising Materials', 'Exclusive Rights', etc.
4. Grant of Rights: Detailed description of the exclusive advertising rights being granted
5. Territory and Term: Geographic scope of the agreement and duration, including renewal terms
6. Exclusivity Provisions: Specific terms of exclusivity, including any carve-outs or exceptions
7. Payment Terms: Fees, payment schedule, and any revenue sharing arrangements
8. Obligations of the Rights Holder: Responsibilities and commitments of the party granting the advertising rights
9. Obligations of the Advertising Party: Responsibilities and commitments of the party receiving the advertising rights
10. Approval Process: Procedures for submitting and approving advertising materials
11. Intellectual Property Rights: Ownership and usage rights of trademarks, copyrights, and other IP
12. Representations and Warranties: Standard and specific warranties from both parties
13. Term and Termination: Duration, renewal, and termination provisions
14. Confidentiality: Protection of confidential information and trade secrets
15. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes
16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Performance Metrics: Specific KPIs and performance standards, used when measurement of advertising effectiveness is crucial
2. Digital Rights: Specific provisions for digital and social media advertising, needed for digital-focused campaigns
3. Competitive Restrictions: Additional non-compete provisions, used when stronger competitive protection is needed
4. Agency Appointments: Right to appoint sub-agencies or contractors, included when delegation rights are needed
5. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term agreements
6. Insurance Requirements: Specific insurance obligations, important for high-value or high-risk advertising
7. Data Protection: Provisions for handling personal data, needed when advertising involves data collection
8. Minimum Spending Commitments: Minimum advertising spend requirements, used in revenue-focused agreements
1. Schedule 1: Territory Definition: Detailed description of geographic territories covered
2. Schedule 2: Fee Structure: Detailed breakdown of all fees, commissions, and payment terms
3. Schedule 3: Approved Advertising Channels: List of approved media and advertising platforms
4. Schedule 4: Brand Guidelines: Specific requirements for brand usage and advertising standards
5. Schedule 5: Performance Metrics: Detailed KPIs and measurement criteria
6. Schedule 6: Approval Process Workflow: Step-by-step process for advertising approval
7. Appendix A: Sample Advertising Materials: Examples of approved advertising formats and styles
8. Appendix B: Contact Details: Key contacts for both parties for various aspects of the agreement
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