Contract Workshop for Advertiser/Agency Agreements: Incorporating Transparency, Audit Rights, Governance | 1-Day Conferences | ANA

Contract Workshop for Advertiser/Agency Agreements: Incorporating Transparency, Audit Rights, Governance

This event is over.

In June, K2 Intelligence issued their report, commissioned by ANA, titled, "An Independent Study of Media Transparency in the U.S. Advertising Industry." A key finding was that there is a fundamental disconnect in the industry about the basic nature of the advertiser/agency relationship. In general, advertisers expressed a belief that their agencies were duty-bound to act in their best interests. They also believed that this obligation, essentially a fiduciary duty, extends beyond the stated terms in their agency contracts. While some agency executives expressed similar beliefs, others told K2 that their relationship to advertisers was solely defined by the contract between the two parties.

K2 Intelligence found evidence of situations where some media agencies sought to avoid explicit contract language in order to preserve their ability to retain various types of incentives. The K2 report also showed that many advertisers have contracts that are unsigned by the parties, contain ambiguous or "gray" areas and have not been adapted relative to the rapidly changing media landscape. Other findings revealed that many contracts contain opt-in agreements that limit advertisers' rights and have inadequate audit/review rights as well as inadequate enforcement of audit/review rights.

Given these shortcomings, the ANA and Ebiquity/FirmDecisions crafted the report "Media Transparency: Prescriptions, Principles, and Processes for Advertisers." This report outlines a framework to help advertisers address the transparency issues identified in the K2 study and – since the contract defines the commercial relationship between advertiser and agency – provides detailed guidance on content, audits rights, and governance. The ANA, in conjunction with its General Counsel, Reed Smith LLP, has developed a media agency Master Media Planning & Buying Services Agreement which can be used by advertisers in developing their own agency agreement.

This workshop will cover key issues in the advertiser/agency contract related to agent versus principal status, incorporating transparency, audit rights and contract governance.

Workshop Leaders:
Doug Wood, Reed Smith LLP
Keri Bruce, Reed Smith LLP
Bill Duggan, Group EVP, ANA

Workshop materials:
ANA Media Transparency background
Reed Smith presentation
Reed Smith internal questionnaire for media buying agency audits


Agenda