Marketing agency agreement: scope, liability and fees

Define the scope and deliverables

Identify channels, formats, volumes, reporting and excluded work. Explain whether strategy, production, media buying, community management and third-party costs are included or separately ordered.

Connect the brief to change control

Set the client’s input obligations, number of revision rounds, authorised approvers and consequences of delayed feedback. A change to the brief should trigger an assessment of price and timetable before work continues.

Separate performance from guaranteed results

Organise fees and external budgets

Distinguish agency remuneration from advertising spend, production and creator fees. Set approval limits, pre-funding, reconciliation, platform rebates and treatment of unused budgets.

Allocate responsibility for claims and materials

Decide who verifies factual product claims, legal notices, promotions and client-provided materials. The party controlling a fact or instruction should generally provide the corresponding information and assurances.

Complete the rights chain

Address rights from employees, freelancers, photographers, influencers, stock libraries and AI-assisted tools before promising rights to the client. Define portfolio use, editable files and third-party licence restrictions.

Termination and handover

Cover payment for completed work, cancellation costs, transfer of accounts and assets, final reporting, access credentials, data return and the treatment of campaigns already booked.

Do you need a contract template or a review of the client’s draft?

If your agency uses the same template for several campaigns, it should reflect how you deliver the work, charge fees, approve materials and engage creators. When a client provides the contract, the starting point is to check whether your agency can meet the proposed obligations and whether its liability reflects what it can control.

When you get in touch, explain whether you are the agency or its client, describe the campaign and give the deadline for the contract or comments. Let me know whether you already have a draft and whether you need a review, proposed amendments or support with negotiations. We will agree the scope and fee before work begins, and arrange separately how to share the documents.