Protect Your Agency With an IO Rider

I’ve received quite a few inquiries in the ol’ virtual mailbag about insertion orders (IOs). For those of you unfamiliar with the term, an IO is the formal contract that allows an agency (or client) to insert advertising into an ad venue. So here’s my two cents on IOs.

Insertion orders are a necessary evil with roots in traditional media. Typically, an ad agency or buying service issues its own insertion orders to various media outlets. Since traditional media are relatively straightforward in comparison to the interactive variety, most IOs are about one to three pages long, with most of the content consisting of legalese. The IO performs several important functions, including:

  • Specifying the media environment in which the buyer wants to place advertising (i.e., which issue of the magazine or e-zine).

  • Providing agency contacts in case something goes wrong or someone has a question.
  • Confirming the client, ad executions, rates, ad units and billing instructions.
  • Dictating the cancellation policy.

In addition, a traditional agency’s IO might include things like positioning guidelines (buried somewhere in and among the relentless legalese).

Some of the interactive agencies I’ve worked at experimented with issuing their own IOs. It was a great idea, because it forced site publishers to adhere to the agency’s guidelines as conditions of the buy. Over time, however, most publishers pushed back on this quite a bit and started to force agencies to sign advertising contracts they issued themselves. This was a break from convention, but agencies generally cooperated.

Most of the agencies I’ve worked for have had trouble dealing with the publisher-supplied advertising agreements at some point. Usually, the trouble came up as a result of the cancellation policy. My agency, wanting to get the most bang for the client’s buck, would want to optimize a site out of a campaign; and the publisher, not wanting to lose the ad revenue, would claim that no cancellation was possible.

To combat these problems, I entertained the notion of bringing back the agency-issued IOs, but thought such a thing would be tough for publishers to swallow. At the same time, the agency needed to secure certain rights for itself. What to do?

Your agency or buying service may want to issue its own IOs. Or maybe you’re comfortable signing publishers’ contracts. I’d like to suggest that your agency needs to, at the very least, issue some conditions of your ad buys in writing. This could take the form of a legal rider that can be attached to the publishers’ contracts, or you may want to go the whole nine yards and draw up your own IO. Whatever the case, your agency needs to secure certain rights for itself:

  • To serve ads via a remote ad management system, if your agency uses one.

  • To receive accurate and timely statistics.
  • To be able to cancel a campaign if performance goals are not met.

You may also want to include some of the following elements in your IO or rider:

  • Billing instructions and/or your agency’s invoicing policy.

  • Rights of first refusal to ad inventory that becomes available.
  • Emergency contacts on the agency side (production and media).

Most publisher-provided contracts cover the other basics, like the flight dates, creative, rate and other buy parameters. Always double-check just to be sure.

Also, don’t forget to have your agency’s legal counsel approve your IO or rider to ensure that it’s worded properly and covers all your agency’s concerns in all cases.

Lastly, be advised that most publishers will resist signing anything that is not their own contract. Be sensitive to this, but be sure to let publishers know that the IO or rider you provide reserves certain rights for your agency and is a condition of your doing business together. You’ll find that most will agree to your terms.

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