Considerations In Negotiating A Representative Agreement



By: Herbert W. Solomon, Esq.[1]

      When entering into an agreement with the Publisher, the Representative should make sure that the exact name of the Publisher is utilized. This is critical in the event that legal action ever has to be brought and an award or judgment must be entered. If the wrong name is utilized, an award or judgment may not be able to be enforced. One can always go on the internet and check state records to ascertain the correct and exact name of the Publisher.

Remember also that the Standard Agreement is applicable and may be utilized whether the Publisher is the owner of a magazine, periodical, website, online or other form of media.

Paragraph ONE for the Standard Agreement is very important and ties in with paragraph THREE. Paragraph ONE states that the Representative is appointed as Publisher’s sole and exclusive advertising representative and solicitor and representative for the sale of advertising space in the specified Territory.

Paragraph THREE states that the Representative is to be compensated for all advertisements published and received by or for the Publisher “from advertisers or agencies within the designated Territory whether obtained by the Representative or the Publisher or from any other source or in any manner.” The foregoing provision is critical to the agreement. It means whoever sells the advertisement in the Territory, the Representative is entitled to be paid its commissions with respect to such advertisement.

Going back to paragraph ONE, the Territory for the Representative is to be carefully and completely set forth. Do not say the “Northern United States”, name the states. You can say the “entire United States”. You can name foreign countries. Be specific and complete.

[1] Herbert W. Solomon, Esq., P.C. of  the New York Bar, 190 Willis Avenue, Mineola, New York 11501 (516) 747-0300 Ext. 219, e-mail:  He has served as Counsel to the National Association of Publishers’ Representatives, Inc. since 1981.