Advertising Sales Forms

We always hear these terms thrown around in the advertising space – RFPs, MSAs, IOs, etc., but what do they all mean? I will be explaining what each of these are and how they each play an important part in creating a structure and trade terms for advertising deals between buyers and sellers.

RFI – Request for Information

This is essentially the initial part of a scoping process in which buyers request information from sellers, and comes right before the RFP. This could happen on many fronts –  an advertiser asking for an RFI from an agency, or a trading desk asking for an RFI from a DSP, among others. Buyers use this as a first step in order to determine which services will best suit their needs. In the case of agencies, they should still take the RFI seriously as it can ultimately lead to a sale.

RFP – Request for Proposal

An RFP is generally a request from an advertiser or agency in which they request the publisher to submit a proposal with all relevant details about  a campaign. RFPs usually come with some sort of confidentiality agreement. An RFP usually includes 2 documents:

1. Summary of the details of the campaign
2. A template of which the details of the proposal should be entered (usually an excel sheet)

The goal of the RFP is to have a value proposition that can attract the advertiser/agency, accommodate any special requests within reason, and of course to be as accurate as possible with all of the information.

Potential Challenges

1. Some requests may be challenging, and publishers may struggle to come up with line items that meet an agency’s specific needs
2. Publishers also need to make sure that their sites meets all of the technical requirements of the agencies/advertisers.

IO – Insertion Order

In insertion order takes the campaign details and specifications from the RFP, and enters it into a contract between the buyer/seller. In some cases, the IO will have the exact same details as the RFP whereas in other cases it will have some initial aspects changed.

Details in an IO

• Start date
• End date
• Ad unit dimensions
• Impressions to be served
• Pricing structure
• Total cost

It is important to clear up any points of confusion or uncertainty before an IO is actually signed, as they can cause disagreements later down the line. All IOs should be organized well so that both parties can access them easily in the future if needed.

MSA – Master Service Agreement

Also known as SLA – Service Level Agreement

The ultimate contract between buyers and sellers in the digital advertising world. The MSA goes one step further than the IO in that it allows both parties to have a general framework. They can follow this framework to create deals for as long as the MSA stays active.

Details in an MSA

• Confidentiality: The parties agree they won’t share company secrets with outside parties.
• Delivery requirements: The businesses decide who will deliver what and when.
• Dispute resolution: Should issues arise, the MSA states how the parties will resolve their conflict.
• Geographic locations: Both groups agree on where the employees will do the job.
• Intellectual property rights: The parties decide how to handle ownership and usage of all patents and other IPs. The client will get all the IP in some instances. In others, the vendor provides perpetual rights while keeping their IP and patents.
• Limitations of liability: The MSA lists who is the responsible party in the event of a lawsuit.
• Payment terms: These terms show the expected cost as well as the payment schedule.
• Venue of law: The MSA identifies the place where any legal resolution will occur. This could include arbitration or a specific state/federal court.
• Warranties: The groups agree on the coverage and scope of the warranty.
• Work standards: This part of the MSA states what each party considers acceptable work. Failing to live up to the work standards is a frequent cause of disputes.

Benefits of an MSA

• Clear lanes for both parties. Both buyer and seller know exactly what they are required to do, as ruled by the MSA.
• Financial accountability for both parties
• Good blueprint for future negotiations and deals
• Saves money on potential legal fees and reduce amount of time needed to reach an agreement

Sources

• https://www.upcounsel.com/master-service-agreement
• https://yourbusiness.azcentral.com/rfi-stand-advertising-agencies-23020.html
• https://monetizepros.com/encyclopedia/insertion-order-io/
• https://monetizepros.com/encyclopedia/request-for-proposal-rfp/

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