Precedent 17

Agreement for advertising on transport

MEMORANDUM OF AGREEMENT

entered into between:

(name of Local Authority)

of (address)

(hereinafter called “the Authority”)

and

(name of advertiser/agency)

of (address)

(hereinafter called “the advertiser”)

WHEREAS the Advertiser wants to display advertisements in (or upon) the public passenger
vehicles of the Authority during the period of this agreement;

IT IS HEREBY AGREED AS FOLLOWS:

Grant

The Authority grants to the Advertiser, subject to the terms and conditions of this agreement
permission to display advertisements in (or upon) the transport vehicles of the Authority
specified in Schedule “(specify)” or as may subsequently be agreed between the parties in
writing.

Term of agreement

This agreement shall endure for a period of (state) commencing on (date) and terminating on
(date).

Payment

In consideration the Advertiser agrees to pay to the Authority the sum of (specify amount) per
(specify period) which sum shall be paid in advance to the Treasurer of the Authority.
(Alternatively:

Payment

In consideration the Advertiser agrees to pay to the Authority the sum of (specify amount) per
transport vehicle per (specify period) which sum shall be paid in advance.)

Advertisements

4.1 The advertisements shall be of the size, material, quality and colour specified Schedule
“(specify)” or as may from time to time be agreed between the parties in writing.

4.2 The advertisements shall be attached to (or displayed upon) the vehicles of the Authority
by the Advertiser, at the expense of the Advertiser, to the satisfaction of the Authority and in
such manner and position as may be approved by it. The advertisements shall, during the
currency of this agreement, be maintained by the Advertiser, at its expense, in a good and
proper state of repair, condition and appearance to the satisfaction of the Authority and any
advertisements reported by the Authority to the Advertiser as being defaced, obliterated, or
unsightly shall within (specify) days of the report be repaired or replaced by the Advertiser at
its expense.

4.3 The advertisements may be in the form of advertising plates having a surface of not more
than (specify size) which shall be attached to the vehicles of the Authority to the satisfaction
of the Authority at the expense of the Advertiser.

4.4 The Advertiser shall within (specify period) of being called upon to do so reimburse the
Authority for any expenses incurred in minor repairs or cleaning performed by the Authority
in accordance with clause 5(b).

4.5 In the event of any of the vehicles of the Authority being replaced by new vehicles the
Advertiser shall attach the advertisements to the new vehicles, at the expense of the
Advertiser, when notified by the Authority. The Authority shall under no circumstances be
liable for any loss or damage sustained by the Advertiser in the event of any of the
advertisements being removed, stolen, destroyed, damaged or marked and no reduction of the
payment shall be allowed by reason of any such eventuality.

4.6 The Advertiser shall be entitled at any time to remove any or all advertisements and to
substitute other advertisements.

4.7 No advertisements shall be attached until they have been approved by the Authority;
such approval not to be unreasonably withheld.

Obligations of the Authority

The Authority agrees:

(a)

to inspect all the advertisements regularly, and at least (specify number of inspections) in each
(period – for example twelve months), and report any damage, defacement, or unsightliness to
the Advertiser;

(b)

during inspections to carry out any minor repairs required in relation to the advertisements
and any cleaning that may be required;

(c)

to afford the Advertiser access to the vehicles of the Authority upon request by the Advertiser
to enable the Advertiser to attach the necessary advertisements in (or upon) the vehicles and
to maintain the advertisements in good order and condition.

Interference for Authority’s work

If the Authority at any time needs to execute any work on the vehicles to which the
advertisements are attached or on which advertisements are displayed, and it is not
reasonably practicable to do so without interfering with the advertisements, the Authority
shall be entitled to alter, remove or otherwise interfere with the advertisements: Provided that
the Authority shall do as little damage as possible and shall reinstate the advertisements as far
as is reasonably practicable.

Exclusion of liability of Authority for damages

Subject to the provisions of clause 7, the Authority or any person acting upon the instruction
or on its behalf shall not be liable for any injury or damage whatsoever to the advertisements.

Advertiser’s duties and responsibilities

8.1 The Advertiser shall insure and keep the transport vehicles insured against the usual third
party risks;

8.2 The Advertiser undertakes that it will observe all the requirements of any relevant
statute, statutory regulation and all orders, regulations and notices of the Authority and of any
other competent authority, and that it will keep the Authority indemnified against all
liabilities, claims, expenses and costs of whatsoever nature in respect of the transport vehicles
and any advertisements displayed.
9

Competing advertisements

The Authority agrees that during the currency of this lease he will not grant permission for
the display of advertisements other than those displayed by the Advertiser on the Authority’s
vehicles.

10

Prohibition against sub-letting

The Advertiser shall not be entitled to sub-let, assign, or make over in any way the rights
granted under this lease, or any interest therein, without the written consent of the Authority.

11

Termination

Should the Advertiser fail to pay monies due under this agreement within seven days of the
due date, or commit a breach of any other term of this agreement and fail to rectify within
seven days of being called upon to do so in writing by registered mail, or effect or endeavour
to effect a composition of the claims of any of its creditors, or suffer a default judgment to be
taken against it, or give notice of its intention to surrender its estate to be placed under
sequestration, (or liquidation, either voluntary or compulsory, unless such liquidation be for
the purpose of an immediate reconstruction which is approved in writing by the Authority, or
be placed under judicial management), or should the Advertiser die (or become defunct), the
Authority shall have the right forthwith to cancel this agreement and to terminate the
Advertiser’s rights hereunder, without prejudice to any claim that the Authority may have
against the Advertiser for payment of any amount outstanding or for the recovery of any
damage that the Authority may sustain by reason of the termination of this agreement.

12

Property in advertising plates and removal on termination

The Authority agrees that the boardings, posters and illuminating apparatus (if any) are the
property of the Advertiser and only removable by it or under its authority. Upon the
termination of this agreement the Advertiser shall, subject to the Authority’s tacit hypothec
for any rental that may be due and unpaid, be obliged at its expense to remove within (specify
number) days all the boardings, posters and other apparatus and to repair to the satisfaction of
the Authority any damages caused to the Authority as a result of the installation of the
advertising on the property. Should the Advertiser fail to comply, the Authority may do
whatever is necessary to give effect to these terms and may recover from the Advertiser all
costs and expenses incurred by him in doing so.

SIGNED at (place) on this (day, month, year)

Witnesses:
1
2
(Signatures of witnesses) (Authority)

SIGNED at (place) on this (day, month, year)

Witnesses:
1
2
(Signatures of witnesses) (Advertiser)