ANA Releases Updated Media Buying Contract Template
The ANA has updated its Master Media Buying Services Template Agreement for advertisers to use when contracting with media buying agencies. The ANA initially released the template in 2016 and updated it in 2018. The June 2023 version addresses key developments in the evolving media buying industry over the past five years, with transparency and accountability remaining as its foundation. This template was developed by ANA's outside legal counsel, Reed Smith LLP.
For most companies, advertising spend is their second or third largest spend following people and real estate. Therefore, an advertiser's contract with its media agency must be detailed and precise given the amount of media flowing through the agency and the complexity of the media ecosystem.
The updated template is a starting point for the development of a customized contract for use with media agencies performing work in the U.S. It does not represent the only method by which a contractual relationship between an advertiser and its media buying agency can be addressed. Each negotiation is different, and changes in template provisions should be expected as negotiations ensue.
- Download the Master Media Buying Services Agreement Template PDF with annotations.
- Download the Master Media Buying Services Agreement Template word document without annotations (for advertisers to use to customize their respective contracts).
The revised template includes the following broad updates, among others:
- An overall reorganization and streamlining of provisions to remove redundancies and improve clarity and organization.
- The removal of outdated concepts that are no longer applicable.
- Updated audit definitions and provisions.
- The addition of robust terms addressing and clarifying non-transparent services.
Key specific updates include:
- Audits: Definitions of compliance audits and performance audits were added because many advertisers perform audits in these two distinct silos. Despite the new definitions, the same overall audit rights in the 2018 version remain in the updated draft. These include no limit on the number of audits that may be performed and flexibility to have additional types of audits performed, or to perform audits together.
- Non-Transparent Services: This section replaces concepts from the previous version relating to principal or inventory sale and principal or inventory mark-up. ANA members had indicated that they had often agreed to non-transparent services without fully understanding exactly what they were agreeing to, or the nature of such services. If a topic is not properly addressed in the contract, then it can end up as a line item on a SOW or media plan, or as a separate opt-in agreement without those responsible for compliance knowing about it. To address these concerns, the template includes a robust approvals process with information that the agency must provide in their approval request, as well as reporting requirements for non-transparent services by media channel.
- Artificial Intelligence: In this new provision, an agency must obtain the advertiser's prior consent to use any artificial intelligence (AI) applications in the delivery of services.
- ESG and DEI: ESG and DEI are important topics for many advertisers. The updated template includes placeholders for both ESG and DEI as reminders to consider the roles both play in their agency relationships. Advertisers should work with their legal counsel to determine the best placement for any ESG or DEI requirements, e.g., in general terms, a SOW, or KPIs.
The updated template is a starting point for the development of a customized contract for use with media agencies performing work in the U.S. It does not represent the only method by which a contractual relationship between an advertiser and its media buying agency can be addressed. Each negotiation is different, and changes in template provisions should be expected as negotiations ensue.
Source
"ANA Releases Updated Media Buying Contract Template." ANA, 6/6/2023.