A practical guide for marketing and advertising agencies, brands and independent specialists.
Ten contractual topics that organise decisions, rights and responsibility before the campaign begins.
A practical guide for agencies, brands and independent specialists
A marketing engagement often starts with a short brief, a good idea and an urgent deadline. The difficult questions tend to arise later: who approves content; what exactly is included in a monthly fee; what happens when feedback is late; who owns the files; who is responsible for an advertising claim; and how does the relationship end halfway through a campaign?
A sound agreement does not stifle creativity. It gives the team clear rules, so it can move faster and protect the client relationship.
1. Scope: what is actually being commissioned
“Marketing services” is not enough. The agreement or statement of work should identify the services, channels, expected deliverables, number of iterations, deadlines, client responsibilities and exclusions. A monthly retainer should include a clear process for extra work and approval of exceptional budget.
2. Brief, approval and deadlines
Campaigns are rarely delayed only because of the agency. Agree who provides the brief, who is authorised to approve, when feedback is due and what follows if no response is received. A practical approach is written confirmation of key stages: strategy, message, visual direction, media budget and final deliverables.
3. Fees and third-party costs
Separate the agency fee from media spend and the costs of photographers, videographers, designers, platforms, influencers, print or software. State whether amounts include VAT, when invoices are issued, whether an advance is due, how extra costs are approved and what happens to committed third-party costs on early termination.
4. Copyright and source files
This is one of the most important clauses. It is not enough to say that “everything remains with the client”. The agreement should identify which materials are created to order, the territory and term of rights, whether use includes paid advertising, whether working files are delivered, and what happens to pre-existing templates, know-how, fonts, stock content and third-party materials.
Where content is produced by a subcontractor, the agency should ensure it has obtained the rights it intends to promise to the client.
5. Advertising claims and consumer-law risk
An agency can propose a message, but the client usually has the best information about the product, price, availability, promotion and evidence behind claims. The agreement should provide that the client confirms the factual accuracy and lawfulness of supplied information, while the agency flags obvious risk. This matters particularly for health, financial, food, cosmetics and children’s products, as well as discounts, prize draws and competitor comparisons.
6. Influencers and creator content
Where a campaign involves influencers, clarify who selects the creator, who contracts with them, how commercial content is disclosed, who approves the post and what rights remain for reuse. Platform labels do not remove the need for the commercial nature of content to be clear to the audience.
7. Personal data and account access
If the agency accesses advertising accounts, CRM, pixels, mailing lists or customer inquiries, the parties need to clarify GDPR roles, access, security, subprocessors and the timing for returning or deleting data. Access should not depend on the personal account of a single employee.
8. Confidentiality, competitors and publicity
A client needs to protect strategy, prices and data. An agency needs to show a portfolio and work for other clients. Agree what is confidential, whether sector exclusivity applies, for how long, and when the campaign can be included in a portfolio or case study.
9. Liability and revisions
A workable agreement has a realistic revision process, a deadline for notifying non-conformity and a reasonable liability allocation suited to the service. It should not promise guaranteed sales, reach or an algorithmic outcome outside the agency’s control.
10. Termination and handover
The agreement should cover notice and termination mechanics, payment for completed work, unfinished deliverables, transfer of access and files, and the handling of active campaigns. This is often the point at which avoidable disputes arise.
Practical conclusion
A good marketing agreement is not long for the sake of length. It allocates decisions, risk, rights and responsibilities so that both the agency and the client know what to expect.
Ivanova Legal Solutions supports the drafting and review of agreements between agencies, clients, influencers and contractors, and legal review of campaigns, promotions and advertising claims.
This material is for general information and is not individual legal advice. The appropriate agreement depends on the services, channels, products, audience and applicable rules.