Agreement between transport undertaking & advertising contracts for advertising contracts for advertising on transport
This agreement is hereby entered into between [name of transport company or as the case may be, of local authority operating transport undertaking] [hereinafter referred to as the company] of one part & [name of the advertising contractors] the registered office of which is situated at_____of the other part is made on the ____ day of 20___.
Now it is hereby agreed as follows:-
1. The company for the consideration hereinafter mentioned hereby grants to the contractors the sole and exclusive right and privilege (subject as hereinafter mention) of advertising upon the public passenger service vehicles of the company whichare worked by the company upon any part of their transport system during the period of this agreement (hereinafter referred to as the vehicles).
2. The rights and privileges conferred on the contractors by this agreement shall be exercisable on and after_____day of_______next and subject to the rights o the company to determine the agreement clause 13 hereof shall continue in force until determined by either party giving to other__________calendar months’ notice in writing but such notice shall not be given so as to determine this agreement before the expiration of_______years from the date of its commencement.
3. The space or portions of the vehicles upon which the contractors shall be allowed to advertise shall be as specified in the schedule hereto subject however to such adjustments as may be necessary owing to the design of the vehicle and to such variations as may be mutually agreed upon from time to time and confirmed in writing by the parties.
4. All the expenses incidental to the display of any advertisement on the vehicles including the painting and removal thereof and making good of any damage to the vehicles including the paintwork thereof during such painting or removal shall be borne by the contractors.
5. (1) All advertisements shall as to design colour scheme working size form materials and matters be subject to and proofs shall be submitted for the approval of the company.
(2) The contractors shall not fix or cause to be fixed any advertisement which relates to gambling or betting or any other advertisement which is in the opinion of the company of an objectionable nature.
6. (1) Any advertisement which may be painted or fixed by the contractors and which does not comply with the requirements of this agreement or any advertisement which is of an objectionable nature shall be deleted or removed by the contractors at their own expense when called upon to do so by the company and in case of the contractors making default in such deletion or removal the advertisement may be deleted and removed by the company and cost incurred by the company in respect of such deletion or removal shall forthwith be paid by the contractors to the company.
(2) The company shall not be liable for any damage to the advertisement caused by or arising out of any deletion or removal thereof authorised by this agreement to be carried out by the company.
7. The method or manner of fixing the advertisements shall be subject to the approval of the company and the manner of fixing shall be such as not to damage or deface the vehicle in any way. The company shall afford to the contractors all reasonable facilities for the purpose of fixing painting inspecting deleting removing repainting or altering any of the advertisements and shall for that purpose allow the contractors to use the garages of the company at the reasonable hours free of charge provided that the contractors shall not be thereby interfere with the use of the said garages or with the regular service of the vehicle.
[Or whilst all materials and fixing for the advertisements shall be provided by the contractors the same shall be fixed maintained altered or removed by the company for and at the expense of the contractors and any advertisement shall at the like expense be repaired repainted re-enamelled or replaced when in the opinion of the company it becomes necessary.]
8. The company agrees if requires to issue to the contractors their agent or agents two free passes for the routes covered by the said vehicles for the purpose of canvassing for or inspecting advertisements. These passes shall be issued and accepted on the undertaking that the company is not be held liable for any loss damage or injury sustained by the holders while using such passes and the contractor hereby indemnify the company against any claim which may arise by any reason of the contractors or their agents being passengers in the company’s vehicles travelling under the authority of the said pass.
9.(1) The company shall have responsibility nor shall the company bear any part of the cost incurred in connection with the safe keeping maintenance or repair of the advertisements and any expenses incurred by the company in connection therewith shall on demand repaid by the contractors. Any damaged advertisements shall be replaced by the company at the expenses of the contractors.
(2) The contractors shall be responsible for all accidents damages or injuries caused by or arising out of the advertisements which may be in upon or about the vehicles or the premises of the company and the contractors hereby indemnify the company against all the actions damages claims costs expenses and demands arising out of such accidents damages or injuries whether to employees of the company or to third parties or their property or otherwise and against all actions damages claims costs expenses and demands for infringement and alleged infringement of any patent and copyright and for damage to the advertisements whether caused by fire collision accident or other cause whatsoever except that any amounts recovered from third parties in respect of such claims shall be refunded to the contractors.
10. The company reserves the right to display any announcement notice or private matter that may be necessary in the interests of the transport business of the company and right to fix daily or temporary advertisements notices or other printed matter thereon being announcements of any entertainments concerts bazaars or other public functions but such announcement notice or private matter shall not interfere or be in competition with the advertisements of the contractors or without the express permission in writing of the contractors occupy any of the spaces specified in the schedule hereto.
11. The contractors shall pay to the company commencing on the[first day of January] 20___ and during the continuance of this agreement Rs___Per annum for each double-deck vehicles and(Rs_____per annum for each single-deck vehicle on which the said advertisements appear and which is in regular during running servicre payable quarterly in advance on the[first day of January] the [first day of April] the[first day of July] and the[the first day of October] in each year the first payment to be made on the[first day of January] 20___ for the period from the date to the[thirty-first day of March] 20__ . The certificate in writing of the transport manager of the company stating the number and type of vehicles in service in any time shall be final and conclusive.
12.(1) If at any time during the period of this agreement the company puts into regular daily service additional vehicles with spaces available for advertisements the contractors shall take over[or have the sole and exclusive right and privilege of advertising upon] such additional vehicles on the same terms and conditions as set out in clause 11 hereof if the spaces are comparable with those in the schedule hereto or at a proportionate rent if the spaces are not similar and such rent shall commence two months from the date of the notification tot the contractors by the company that such vehicles have been put into service.
(2) Should the company withdraw permanently from service any vehicle or such vehicles it shall give notice to the contractors accordingly and a proportionate rebate of rent shall be made unless the company shall replace all or any of the vehicles so permanently removed by others like spaces available for advertising in which case the advertisements shall be transferred to such substituted vehicle by and at the expense of the contractors and the substituted vehicles shall be deemed to be vehicles the subject of this agreement and all the provisions of this agreement shall apply to such substituted vehicles.
(3) In the event of any or all of the vehicles being out of service for a period longer than[twenty days] on account of a strike lock-out extensive repairs or for any other reason the company shall advise the contractors in writing as to the dates on which such vehicles were taken out of and returned to service and the contractors shall be entitled to a proportionate reduction in rent for the period for which such vehicles were taken out of and returned to service and returned to service and the contractors shall be entitled to a proportionate reduction in rent for the period for which such vehicles were out of service.
13. If at any time-
(1) The money payable by the contractors to the company under this agreement shall remain unpaid for a period of thirty days next after the date whereon the said money ought to be rapid as aforesaid.
(2) The contractors become bankrupt or go into liquidation (whether voluntarily or compulsorily otherwise than for purposes of amalgamation or reconstruction); or
(3) a receiver shall be appointed on behalf of the creditors of the contractors; or
(4)the contractors shall not in all material respects perform or observe the covenants and conditions herein contained on the part of the contractors to be observed and performed; then and in any such case and in addition to any other right or power possessed by the company it shall be lawful for the company at any time thereafter notwithstanding that the company shall not have taken advantage of any previous breach or default or event of a life nature for the company without notice [or upon giving one month’s notice in writing to the contractors] to declare by writing this agreement determined and thereupon[or upon the expiration of any such notice] the company shall be at liberty to delete or remove all or any of the advertisements which may be upon or about any of the vehicles and the contractors right and privileges hereunder shall cease and determine without prejudice to any rights or remedies previously accrued to the parties hereto. The cost of such deletions or removals and any other incidental expenses incurred in connection therewith and all other sums due by the contractors to the company under this agreement [and up to date of the expiration of the said notice] shall be paid by or be recoverable from the contractors and until all sums due from the contractors to the company under this agreement shall be paid to the company shall also have a lien upon all the advertisements and fittings without prejudice to any other rights the company may possess.
14. The contractors must not under any conditions assign or sublet the whole or any part of the benefits and privileges of this contract to any other contractor or person without the previous written consent of the company[but the contractors shall be at liberty to let the spaces direct to advertisers without such consent].
15. During and the termination of the agreement the advertisements on the vehicles shall remain the property of the contractors and on the termination of this agreement the company shall on behalf of and at the expense of the contractors and on the termination of this agreement the company shall on behalf of and at the expense of the contractors forthwith remove all plates glasses and advertisements from the vehicles and shall at the like expense put each vehicle into a satisfactory condition(fair wear and tear and screw holes excepted) [or the contractors shall delete all the advertisements and make good in the colours of the company the spaces from which the advertisements have been deleted].
16. The contractors shall for all purposes be presumed to have full knowledge of all Acts of Parliament statutory instruments by-laws and conditions under which the company exercises its powers and the contractors hereby agree to fulfil all provisions and conditions and conform to the same insofar as they relate to advertisements on or in the vehicles.
17. Each party shall pay their own costs in connection with the preparation revision and engrossment of this agreement and the company contractors shall pay the stamp duty thereon as payable.
As witnesses etc.
