Advertising insertion order (IO)

curl -X POST https://dealroom.todo.law/api/v1/agent/contracts \
  -H "Authorization: Bearer drk_YOUR_KEY" \
  -H "Content-Type: application/json" \
  -H "Idempotency-Key: $(uuidgen)" \
  -d '{
    "contractType": "ADVERTISING_IO",
    "governingLaw": "ENGLAND_WALES",
    "language": "en",
    "party": {
      "legalName": "Your company"
    },
    "counterparty": {
      "legalName": "The other company"
    },
    "terms": {
      "campaign-name": "<campaign-name>",
      "total-budget": "10000",
      "start-date": "2026-11-01",
      "end-date": "2026-11-01"
    },
    "inline": "md"
  }'

What it is and when it is used

An insertion order (IO) is used for direct-sold digital advertising: an advertiser or agency books placements on a publisher's websites or apps, or through an ad network, for a defined campaign. Beyond the negotiated terms, the template includes a campaign schedule, creative specifications (creatives delivered five business days before launch), ad serving and tracking rules, confidentiality, warranties, indemnities, a liability cap equal to the fees under the IO and insurance.

Who signs it and in which role

The Advertiser (the buyer, which may be an agency) and the Publisher (the seller of inventory, which may be an ad network). The Advertiser fills in the campaign name, start and end dates and total budget; the impression target, the viewability target and the base CPM are optional.

Key clauses

Pricing and delivery

Fixed CPM, performance-based pricing (CPA or CPC) or a flat sponsorship fee. Delivery can be guaranteed with make-goods or on a best-effort basis.

Placement and viewability

Premium fixed positions exclusive to the Advertiser, or run-of-site at the Publisher's discretion. Viewability under the MRC standard, measured against the viewability target the parties set, or a stricter 100% standard under which the target becomes a guaranteed minimum and impressions that fall short are not billed.

Brand safety and targeting

Comprehensive brand safety (category blocking, keyword exclusions and pre-bid verification) or standard category exclusions. Targeting can be advanced (behavioural, contextual and first-party data through clean rooms) or limited to contextual and geographic signals.

Creative approval and invalid traffic

Publisher pre-approval of creatives or self-serve automated validation. Invalid traffic can be measured by a third party with deduction rights, or filtered by the Publisher's own systems.

Data, payment and reporting

The Advertiser owns campaign data, or both parties may use aggregated and anonymised data. Payment terms and cancellation fees as above, and a choice of billing ad server.

Exclusivity

Category exclusivity, competitive separation on the same page, or no exclusivity.

What the two sides usually negotiate

Most clauses pair an Advertiser-friendly option with a Publisher-friendly one. Performance pricing, guaranteed delivery, premium placements, strict viewability, comprehensive brand safety, third-party fraud verification, Advertiser data ownership and category exclusivity favour the Advertiser. A flat sponsorship fee, best-effort delivery, run-of-site, the MRC standard, publisher creative approval, publisher-managed fraud filtering and NET 60 favour the Publisher. Competitive separation on the same page is the one fully balanced option, and fixed CPM, the MRC viewability standard and shared data rights sit close to the middle. When the parties choose differently, Dealroom proposes a compromise weighted by how firmly each side holds its position on each point.

Jurisdictions and languages Dealroom supports for it

Dealroom drafts this IO under the law of California, England and Wales or Spain, in English or Spanish. Each jurisdiction adds its advertising and privacy rules: for California, FTC truth-in-advertising rules, CCPA and CPRA opt-outs (including Global Privacy Control signals), other US state privacy laws where the campaign reaches their residents, CAN-SPAM for email and the courts of Los Angeles County; for England and Wales, the CAP Code, UK GDPR and PECR cookie consent, and the Unfair Contract Terms Act 1977; for Spain, the Ley General de Publicidad, the LSSI-CE, IAB Spain standards, the LOPDGDD and GDPR, AEPD guidance on cookies, the Digital Services Act rules on ad transparency and on profiling of minors and sensitive data, and the courts of Madrid.

Common mistakes

• Vague premium placements. They must be clearly defined to prevent disputes.
• No agreed discrepancy rule. Differences between ad servers are normal; the IAB recommends a maximum 10% tolerance.
• Behavioural targeting without consent. It relies on tracking subject to consent rules; first-party data needs careful data processing terms.
• No invalid traffic remedy. Deduction rights are a heavily negotiated term and should not be left open.
• Unclear data rights. Campaign data rights must comply with the privacy laws that govern ad data.
• Exclusivity without definition. Category exclusivity and competitive separation must be clearly defined, including the competitor list.