1
Identify both parties by legal entity name and website URL
Enter the full registered legal name of each website owner — not a brand name or domain — alongside the exact URL of each website covered by the agreement. Confirm domain ownership matches the legal entity signing.
💡 Run a WHOIS lookup to confirm the domain is registered to the correct legal entity before execution — mismatches between registrant and signatory are a common source of disputes.
2
Define placement specifications in Schedule A
For each party, specify the exact page URL or section, placement position (e.g., homepage sidebar, header, dedicated sponsor page), banner dimensions in pixels, link destination URL, and minimum display duration in months.
💡 Include a screenshot or wireframe of each party's site showing the exact placement location — this eliminates ambiguity and makes compliance straightforward to verify.
3
Set content approval timelines and attach brand guidelines
Agree on a submission deadline (e.g., 5 business days before go-live) and a review period (e.g., 3 business days to approve or request revisions). Attach each party's current brand guidelines as Exhibit A and Exhibit B.
💡 Specify what counts as deemed approval — if the reviewing party does not respond within the review period, state whether silence equals approval or rejection.
4
Establish performance metrics and reporting obligations
Agree on minimum impressions or click targets per month for each party and state who is responsible for providing analytics data. Specify the reporting tool (e.g., Google Analytics, a shared dashboard) and the delivery deadline each month.
💡 Use the same analytics platform for both parties where possible — comparing Google Analytics to a proprietary counter creates disputes about which numbers are authoritative.
5
Negotiate exclusivity scope and list restricted competitors
Decide whether exclusivity is mutual or one-sided, then compile a Schedule C listing the specific competitor domains or brand names covered. Keep the list narrow and specific — overly broad lists restrict legitimate commercial relationships.
💡 Review the list annually if the agreement auto-renews — the competitive landscape changes, and a list that made sense at signing may be outdated 12 months later.
6
Address compensation or confirm value-in-kind exchange
If the parties' audience sizes or traffic levels are materially different, negotiate a balancing payment or an asymmetric placement obligation to equalize value. If the exchange is genuinely equal, confirm that each party's performance constitutes full consideration.
💡 Attach a Schedule B comparing each party's relevant metrics — monthly unique visitors, email list size, social following — to document the basis for any value-equivalence determination.
7
Insert the IP license, warranties, and indemnification language
Confirm the IP license is mutual, limited in scope to performance under this agreement, and non-transferable. Ensure warranties are mutual and cover IP ownership, content accuracy, and legal compliance. Make indemnification reciprocal.
💡 For higher-value arrangements, ask each party to confirm they carry commercial general liability or media liability insurance and insert a minimum coverage requirement.
8
Sign before any content goes live
Both parties must execute the agreement before either party publishes the other's branded content. Obtain wet signatures or use a timestamped e-signature tool so you have a clear record of when each party accepted the terms.
💡 Use Business in a Box eSign to generate an audit-trail-protected execution record — a time-stamped signed copy protects both parties if a placement dispute arises later.