Please note that the fields with {} below will be updated with information provided in the form for booking an advertising campaign.
Billboard Marketing Agreement
This Billboard Marketing Agreement (the “Agreement”) is dated as of {Booking Date}, by and between Crestone Outdoor Media LLC (“Advertiser”) and {Business Name:} ({First Name:} {Last Name:}, if a non business client) (“Client”) (collectively the “Parties”). The Parties agree as follows:
RECITALS
- Whereas “Billboard” shall mean advertising space including but not limited to a traditional billboard or electronic sign on or in a building, structure or vehicle, so long as such advertising space is owned or controlled by Advertiser (“Billboard”).
- Whereas Advertiser is in the business of leasing Billboards.
- Whereas Client wishes to advertise on one or more of Advertiser’s Billboards.
Now, therefore, in consideration of the faithful performance of the obligations set forth herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. SERVICES: Advertiser shall arrange for Billboard advertising on behalf of Client as follows (the “Services”):
- LOCATION: The Billboard shall be located on the west side of 30 Rd located at 477 30 Rd, Grand Junction, CO 81504.
- ORIENTATION: The Billboard shall be visible while traveling north bound, towards I-70 BL.
- DIMENSIONS: The Billboard dimensions shall be up to 12 feet tall and up to 25 feet wide.
- ILLUMINATION: The Billboard sign face:
_____ Shall be illuminated.
__X__ Shall not be illuminated. - MAINTENANCE: Advertiser shall maintain and/or re-face the Billboard, at Client’s expense.
2. CONTENT: Client shall submit all Billboard content (the “Content”) to Advertiser in digital format. Client shall be fully responsible for the submitted Content, and Advertiser shall use only such Content as submitted by the Client.
- RESTRICTIONS: Advertiser agrees to place Client’s submitted Content on the Billboard sign face, so long as such Content is lawful. Advertiser reserves the right to refuse any Content for any reason, and this right of refusal is at Advertiser’s sole discretion. Advertiser shall not be liable for the submitted Content.
- MODIFICATIONS: If Client desires to modify any of the Content, Client shall submit a written request to Advertiser specifying the desired modification(s). Advertiser shall, within 14 days, make such modification(s) to the Content.
3. PAYMENT:
- FEE: Client shall pay Advertiser for the Services the sum of {Total Amount}.
- MANNER OF PAYMENT: Payment(s) will be paid through {Payment Options:} payable to Crestone Outdoor Media LLC.
4. TERM: This Agreement shall commence on {Start Date} and shall continue through and end on {End Date} (the “Term”), unless terminated sooner in accordance with the provisions of this Agreement.
5. TERMINATION:
__X__ Both Client and Advertiser reserve the right to terminate this Agreement upon not less than 5 days’ written notice should the other Party fail substantially to perform in accordance with the terms of this Agreement through no fault of the Party initiating the termination.
__X__ In the event of termination not the fault of Advertiser, Client shall be liable for any and all balances owed in full, including but not limited to fees for Services rendered.
6. INTELLECTUAL PROPERTY RIGHTS: For and during the Term of this Agreement, Client grants to Advertiser a nonexclusive license to use and display the Content, as well as all trademarks and service marks included therein, for the purpose of Billboard advertising.
7. CONFIDENTIALITY: The Parties agree and acknowledge that they may be required to disclose to each other certain confidential information, including but not limited to information concerning the other Party’s service, business, customers, suppliers, personnel, sales and marketing plans, and finances, all of which shall be deemed “Confidential Information” for the purposes of this section if, with respect to such information disclosed in tangible form, it is marked “Confidential” or its equivalent, and if disclosed orally or visually, it is identified as confidential at the time of disclosure. Each Party agrees that he/she/it shall not disclose any Confidential Information of the other Party to any third party, and shall use the Confidential Information of the other Party for no purpose other than as expressly permitted by this Agreement. Each Party shall maintain the confidentiality and prevent accidental or other loss or disclosure of any Confidential Information of the other Party with at least the same degree of care as he/she/it uses to protect his/her/its own Confidential Information, but in no event with less than reasonable care.A Party’s obligations of confidentiality under this Agreement shall not apply to information: (i) in the public domain; (ii) known to the Party prior to the time of disclosure; (iii) independently developed by the Party prior to receiving such Confidential Information, without reference to any Confidential Information; (iv) required to be disclosed pursuant to a judicial order, governmental agency or by operation of law, provided that such Party gives the other Party written notice of any such requirement immediately after learning of any such requirement, and provided that such Party takes all reasonable measures to avoid or limit disclosure under such requirement. Upon written request by either Party, the other Party shall promptly return all documents and other tangible materials representing the requesting Party’s Confidential Information and all copies thereof. The obligations under this section shall survive termination of the Agreement.
8. NOTICE: Any notice required to be given to either Party under this Agreement shall be sent via registered U.S. Mail or electronic mail (email) to the appropriate address below:
| If to Client: U.S. Mail: {Business Name:} ({First Name:} {Last Name:}, if a non business client) {Mailing Address:} {City:}, {State:}. {Zip Code:} Email: {Email Address:} | If to Advertiser: U.S. Mail: Crestone Outdoor Media LLC 8833 Crestone St Arvada, CO. 80007 Email: info@crestoneoutdoormedia.com |
9. GENERAL PROVISIONS:
- WARRANTIES: The Parties represent and warrant that they have the authority to enter into this Agreement, without breach of any obligation to any other third party, and that their performance under this Agreement will not breach any contract, agreement, rule, law or regulation.
- LIMITATION OF LIABILITY: Client shall hold Advertiser harmless for any claim, loss, damage or injury to any person or property arising, either directly or indirectly, from Advertiser’s performance.
- INDEMNIFICATION: Client shall defend and indemnify Advertiser and his/her/its officers, directors, sub-licensees, employees, members and agents from and against all losses, costs, damages and expenses, including reasonable legal and accounting fees, arising from any claims, actions, or demands, for infringement of the rights of third parties based upon publication of the Client’s Content, including but not limited to claims or lawsuits arising from defamation, copyright or trademark infringement, misappropriation, rights of privacy or publicity or from any and all similar claims.
- INDEPENDENT CONTRACTOR: The Parties acknowledge that in providing the services under this Agreement, Advertiser acts as an independent contractor. Nothing contained herein will be construed to imply a joint venture, principal or agent relationship, or other joint relationship, and neither Party will have the right, power or authority to bind or create any obligation, express or implied, on behalf of the other Party. Neither Party shall make any claims, representations or warranties on behalf of the other Party or bind the other Party.
- GOVERNING LAW AND JURISDICTION: All issues relating to this Agreement will be governed by the laws of the State of Wyoming. Any action relating to the Agreement must be brought in the State of Wyoming, and the Parties hereby consent to the jurisdiction of such State.
- ATTORNEYS’ FEES AND COSTS: The prevailing Party in such proceeding shall be entitled to receive its reasonable attorneys’ fees, expert witness fees, and out-of-pocket costs incurred in connection with such proceedings, in addition to any other relief to which he/she/it may be entitled.
- ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties, and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, and there are no warranties, representations or other agreements between the Parties in connection with the subject matter of this Agreement except as specifically set forth herein.
- MODIFICATIONS AND WAIVERS: The Agreement may not be modified except by written instrument signed by both Parties. No term or provision hereof will be considered waived by either Party, and no breach excused by either Party, unless such waiver or consent is in writing signed on behalf of the Party against whom the waiver is asserted. No consent by either Party to, or waiver of, a breach by either Party, whether express or implied, will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by either Party.
- ASSIGNMENT: This Agreement may not be transferred or assigned by either Party, whether voluntarily or by operation of law, without the prior written consent of the other Party, which consent may be withheld in such Party’s sole discretion. This Agreement shall inure to the benefit of and be binding upon all permitted successors and assigns.
- SEVERABILITY: If any provision herein is determined by a court of competent jurisdiction to be indefinite, invalid, illegal or otherwise unenforceable, in whole or in part, for any reason, the remainder of this Agreement shall continue in full force and effect and shall be construed as if such indefinite, invalid, illegal or unenforceable provision had not been contained herein.
IN WITNESS WHEREOF the Parties have executed this Agreement on {Booking Date}.
CLIENT:
{Signature}
Signature
{First Name:} {Last Name:}
Name
{Title:}
Title (if applicable)
ADVERTISER:
Caleb Cresswell
Signature
Caleb Cresswell
Name
Member
Title (if applicable)