Disclaimer

Advertising Agency Agreement

 

This Advertising Agency Agreement (“Agreement”) is made and effective January 01, 2020, by and between Bee Clean 360 LLC, (“herein after called as Advertiser”) and Bee Clean 360 LLC, (“herein after called as Agency”).

 

Legal Status and Business of Advertiser

The Bee Clean 360 LLC is a LLC duly organized, validly existing, and in good standing under the laws of the State of Florida. The Bee Clean 360 LLC has its principal office and place of business at 11881 Ashbrook Circle North, Jacksonville, Florida 32225. The Advertiser is in the business of Commercial Cleaning Services and in order to fully advertise such business desires to obtain the assistance and representation of the Bee Clean 360 LLC.

 

Legal Status and Business of Agency

The Agency is a LLC duly organized under the laws of the State of Florida. The Agency has its principal office and place of business at 11881 Ashbrook Circle North, Jacksonville, Florida 32225. The Bee Clean 360 LLC is in the business of assisting and representing its clients on advertising matters, including the preparation of advertising material and the obtaining of media space or time to present such advertising. Bee Clean 360 LLC provides advertising agency services for fee.

 

Bee Clean 360 LLC desires to engage Bee Clean 360 LLC to render, and Bee Clean 360 LLC desires to render to Bee Clean 360 LLC, certain advertising agency services, all as set forth.

 

Products or Services to Be Advertised

The products or services which are to be advertised include: Providing commercial sanitation needs for the communities in Northeast Florida.

 

Appointment of Agency

Bee Clean 360 LLC agrees to retain and appoint the Bee Clean 360 LLC to represent Bee Clean 360 LLC in carrying out Bee Clean 360 LLC’s advertising program, subject to the terms and conditions of this Agreement.

 

NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained the parties hereto agree as follows:

 

1. Agency Services

Bee Clean 360 LLC agrees to act as Bee Clean 360 LLC’s advertising representative and to perform, upon authorization by Bee Clean 360 LLC, any or all of the following services to the extent necessary to meet Bee Clean 360 LLC’s needs:

 

a. Study and analyze Bee Clean 360 LLC’s business and products or services and survey the market therefore.
b. Develop an advertising program designed to meet Bee Clean 360 LLC’s needs and budgetary limitations.
c. Counsel Bee Clean 360 LLC on his overall merchandising program or make plans therefore.
d. Determine and analyze the effect of the advertising used.
e. Plan, create, write, and prepare layouts and the actual copy to be used in advertisements of all types.
f. Analyze all advertising media to determine those which are most suitable for use by Bee Clean 360 LLC.
g. Make contracts with the advertising media for space or time and with others to effectuate the advertising program and obtain the most favorable terms and rates available.
h. Check and follow up on all contracts with the various media for proper performance in the best interests of the Advertiser, including the appearance, accuracy, date, time, position, size, extent, site, workmanship, and mechanical reproduction, as appropriate to the advertisements used.
i. Negotiate, arrange, and contract for any special talent required and for all photography, models, special effects, layouts, and art work, and for all printing, including any required engravings, electrotypes, typography, and any other necessary technical material for use in the advertising program.
j. Make timely payments to all persons or firms supplying goods or services in connection with the advertising program.
k. Advise and bill Bee Clean 360 LLC for all remittances made by the Agency for the Advertiser’s account and maintain complete and accurate books and records in this regard.
l. Cooperate with Bee Clean 360 LLC and Bee Clean 360 LLC’s other representatives with regard to achieving the best possible tax advantages to Bee Clean 360 LLC with respect to advertising expenditures.
m. Insert the appropriate __________’s copyright notice on all advertising material prepared for any publication.

 

2. Products

Bee Clean 360 LLC’s engagement shall relate to the following products and services of Bee Clean 360 LLC: Providing commercial sanitation needs for the communities in Northeast Florida

 

3. Prior Approval of Advertiser

Bee Clean 360 LLC shall not incur any obligations or provide any services for Bee Clean 360 LLC’s account without first obtaining written approval therefore from Bee Clean 360 LLC or any other person designated by Bee Clean 360 LLC in writing. In order to obtain Bee Clean 360 LLC’s approval, Bee Clean 360 LLC shall submit written proposals to Bee Clean 360 LLC, containing full descriptions of the proposed advertisements and estimates of the cost of the obligations or services involved, including media costs, cost of preparation of the advertisements, costs of production, and any additional costs, such as travel, mailing, postage, and similar items.

 

4. Exclusivity

Agency shall be the exclusive advertising agency in the U.S. for Bee Clean 360 LLC with respect to Providing commercial sanitation needs for the communities in Northeast Florida.

 

5. Advertising Costs and Expenditures
a. Bee Clean 360 LLC shall reimburse Bee Clean 360 LLC for all costs incurred and expenditures made on behalf of Bee Clean 360 LLC for approved advertising, except as specifically provided herein and, in addition, Bee Clean 360 LLC shall compensate Bee Clean 360 LLC for services rendered.
b. Bee Clean 360 LLC shall pay Bee Clean 360 LLC for its direct costs of mailing, packaging, shipping, taxes and duties, and telephones and telegrams incurred by Bee Clean 360 LLC in connection with the performance of this Agreement.
c. Bee Clean 360 LLC shall pay all of Bee Clean 360 LLC’s costs for any necessary traveling done on behalf of Bee Clean 360 LLC. Bee Clean 360 LLC must secure Bee Clean 360 LLC’s approval prior to incurring any expense for travel on behalf of Bee Clean 360 LLC.
d. In the event media or other charges increase or decline after Bee Clean 360 LLC has submitted an estimate, Bee Clean 360 LLC shall pay for such increase or be given a credit for such reduction, as the case may be.

 

6. Agency’s Compensation.

a. Bee Clean 360 LLC shall receive a commission of 0 of the gross charges made by the advertising media for time or space used by Bee Clean 360 LLC, except with respect to outdoor advertising for which Bee Clean 360 LLC’s commission shall be 0 of the gross charges.
b. Bee Clean 360 LLC shall receive a commission of 0 of the charges made by third parties with whom Bee Clean 360 LLC has contracted for products or services which are to be used to implement the advertising proposals approved by Bee Clean 360 LLC.
c. For those items where Bee Clean 360 LLC is not compensated on a commission basis, Bee Clean 360 LLC shall pay Bee Clean 360 LLC on an hourly basis for services provided hereunder.
d. In the event of special projects, Bee Clean 360 LLC shall prepare an estimate of total charges for any such special project, including therein any charges for materials or services purchased from outside sources. In the event that Bee Clean 360 LLC elects to proceed with the special project based upon Bee Clean 360 LLC’s estimated cost, Bee Clean 360 LLC shall perform the services with respect to such special project at its estimated cost, subject to modification as mutually agreed by the parties.
e. Bee Clean 360 LLC shall not be obligated to reimburse Bee Clean 360 LLC for any travel or other out-of-pocket expenses incurred in the performance of services pursuant to this Agreement unless expressly agreed by Bee Clean 360 LLC in advance.

 

7. Billing
a. Bee Clean 360 LLC shall bill Bee Clean 360 LLC in conformity with the standards recommended by the American Association of Advertising Agencies and on Bee Clean 360 LLC’s standard forms.
b. Bee Clean 360 LLC shall bill Bee Clean 360 LLC from time to time as necessary to take advantage of cash discounts provided by the media and other third-party suppliers. Bills estimating the costs involved may be preliminarily used, but final, detailed bills, supported by invoices of charges of third parties and showing all adjustments and credits, will be submitted to Bee Clean 360 LLC as soon as available.
c. Bee Clean 360 LLC’s bills shall indicate the amount of media commissions involved and the adjustments thereof necessary to bring them into conformity with this Agreement. The amount of cash discount allowed to Bee Clean 360 LLC by third-party suppliers will be credited to Bee Clean 360 LLC provided that payment is made to Bee Clean 360 LLC in accordance with the specific discount terms contained in Bee Clean 360 LLC’s bills to Bee Clean 360 LLC, and provided further that the Advertiser is not in default in payment of any amounts due to Bee Clean 360 LLC.

 

8. Indemnification and Insurance

Bee Clean 360 LLC shall indemnify and hold the Bee Clean 360 LLC harmless from and against any and all claims, liabilities, or damages arising from the preparation or presentations of any advertising covered by this Agreement including the costs of litigation and counsel fees.

 

Bee Clean 360 LLC agrees to procure and maintain in force during the term of this Agreement, at Bee Clean 360 LLC’s expense, an advertising agency liability policy or policies having a minimum limit of at least $1,000,000.00, naming Bee Clean 360 LLC as an additional insured and loss payee under such policy or policies.

 

9. Term and Termination

The term of this Agreement shall commence on January 01, 2020 and shall continue in full force and effect until terminated by either party upon at least 30 days prior written notice. The rights, duties and obligations of the parties shall continue in full force during or following the period of the termination notice until termination, including the ordering and billing of advertising in media whose closing dates follow then such period. On receipt of notice of termination, Bee Clean 360 LLC shall not commence work on any new advertisements, but it shall complete and place all advertisements previously approved by Bee Clean 360 LLC. All other rights and duties of the parties shall continue during the notice period and Bee Clean 360 LLC shall be responsible to Bee Clean 360 LLC for the payment of any contract obligation incurred with third parties during this period.

 

In the event Bee Clean 360 LLC or Bee Clean 360 LLC desires to terminate all work in progress on advertisements commenced before receipt of notice of termination, it may be so agreed upon the parties’ mutual consent and determination of the compensation to be received by Bee Clean 360 LLC for partially completed work.

 

10. Assignment of Contracts

Bee Clean 360 LLC shall assign to Bee Clean 360 LLC all of its rights in contracts, agreements, arrangements, or other transactions made with third parties for Bee Clean 360 LLC’s account, effective on the date of termination or on such other date as may be agreed upon by the parties; and Bee Clean 360 LLC shall assume all obligations and hold Bee Clean 360 LLC harmless from all liability there under. In the event any such contract is nonassignable and consent to assignment is refused, or Bee Clean 360 LLC cannot obtain a release from its obligations, Bee Clean 360 LLC shall continue performance thereof, and Bee Clean 360 LLC shall meet its obligations to the Bee Clean 360 LLC as though this Agreement had not been terminated.

 

11. Disposition of Property and Materials

All plans, preliminary outlines, sketches, copy, and all other property and materials which are produced by reason of the terms of this Agreement shall be the property of the Advertiser as soon as payment has been made therefore. Upon termination of this Agreement, all such property and materials shall be the property of Bee Clean 360 LLC unless Bee Clean 360 LLC pays therefore in accordance with the terms of this Agreement even though Bee Clean 360 LLC or another party has physical possession thereof.

 

12. Competitors

During the term of this Agreement, Bee Clean 360 LLC may not accept employment from, render services to, represent or otherwise be affiliated with any person, firm, corporation or entity in connection with any product or service directly or indirectly competitive with or similar to any product or service of Bee Clean 360 LLC with respect to which the Bee Clean 360 LLC is providing any service pursuant to this Agreement.

 

13. Cost Estimates.

Bee Clean 360 LLC shall not commence work on any project pursuant to this Agreement without first estimating costs for preparation, including copy, service, layout, art, engraving, typography, processing, and paste up and production. After determining the estimated cost, completion of the work shall be subject to Bee Clean 360 LLC’s prior approval.

 

14. Audit Rights.

Bee Clean 360 LLC agrees that following reasonable prior notice any and all contracts, agreements, correspondence, books, accounts, and other information relating to Bee Clean 360 LLC’s business or this Agreement shall be available for inspection by Bee Clean 360 LLC and Bee Clean 360 LLC’s outside accountants, at Bee Clean 360 LLC’s expense.

 

15. Ownership and Use

Bee Clean 360 LLC shall insure, to the fullest extent possible under law, that Bee Clean 360 LLC shall own any and all right, title and interest in and to, including copyrights, trade secret, patent, and other intellectual property rights, with respect to any copy, photograph, advertisement, music, lyrics, or other work or thing created by Bee Clean 360 LLC or at Bee Clean 360 LLC’s direction for Bee Clean 360 LLC pursuant to this Agreement and utilized by Bee Clean 360 LLC.

 

16. Default

In the event of any default of any material obligation by or owed by a party pursuant to this Agreement, then the other party may provide written notice of such default and if such default is not cured within 5 days of the written notice, then the non-defaulting party may terminate this Agreement.

 

17. Force Majeure

If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

 

18. Arbitration

Any controversies or disputes arising out of or relating to this Contract shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Contract. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Contract or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Contract.

 

19. Final Agreement

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

 

20. Legal Construction

In the event any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect any other provision. This Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in it.

 

21. Parties Bound

This Agreement shall be binding on and inure to the benefit of the parties to this Agreement and their respective heirs, executors, administrators, legal representatives, successors and assigns as permitted by this Agreement.

 

22. Governing Law

This Agreement shall be construed and enforced in accordance with the laws of the state of Florida.

 

23. Attorneys’ Fees

If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled.

 

24. SIGNATORIES.

This Agreement shall be signed by _________________, Owner on behalf of Bee Clean 360 LLC and by Ashley Ramsey, Owner on behalf of Bee Clean 360 LLC.