Advertising Sales Representative Agreement for Web Site

This Advertising Sales Representative Agreement (the "Agreement") is made by and between ____________, a _________ corporation, ("Company") and _______________ ("Sales Representative").

Whereas, Company operates the Web site _____________ (the "Site").

Whereas, Sales Representative has an experienced sales force that sells online advertising for other Web sites.

Therefore, the parties hereby agree as follows:

1. Representation. Company hereby appoints Sales Representative, during the term of this Agreement, as its [exclusive] [non-exclusive]sales representative to market and sell online display ads for the Site, and such other Sites as Company may designate from time to time.

2. Responsibilities of Sales Representative. Sales Representative shall use its commercially reasonable efforts to maximize the amount of ads sold for Company, and to maximize the rates therefore. Sales Representative shall provide strategic consulting on the interactive advertising market. Sales Representative shall undertake its obligations in a professional manner and in compliance with all applicable laws. Sales Representative shall coordinate with Company staff on a continual basis to manage inventory of ads, type of inventory, insertion order issues, and the like. Sales Representative shall be responsible for all ad serving, back end operation support and technical implementation for the services hereunder. Company will also be able to take advantage of the existing Sales Representative infrastructure for managing ad inventory flow, targeting (including geographic, demographic and behavioral methods) and sales management reporting.

3. Certain Ads. Company reserves the right to accept or reject any particular advertiser, and any form of contract or insertion order used by Sales Representative on behalf of Company shall be subject to approval by Company.

4. Billing and Payment. All billing, collection, and administrative matters in connection with the services hereunder are to be handled by Sales Representative at Sales Representative's cost.

5. Commission to Sales Representative.

(a) Sales Representative shall be entitled to a commission equal to __% of the net revenues received from advertisers or ad agencies procured by Sales Representative. Sales Representative shall provide....