When you discuss a contract, it can make everyone’s eyes glaze over fast. Most people are far more interested in the meat of the deal: how you’ll execute the project and the payoff.
However, thorough marketing contracts are vital to an agency’s success.
Proper contracts between your marketing agency and the client, independent contractors, and subcontractors protect all parties, outline expectations, and establish boundaries. Knowing what to include in a marketing services agreement is hugely important to your agency’s growth and can help increase a contract's value.
Hint: A marketing template helps a lot! Below, we’ll cover what you need to include in your contracts — and give you a comprehensive template to get you started.
Essential components of an effective marketing agreement template
“The most important thing to keep in mind is that your contract needs to protect your agency. Include paragraphs that protect your agency from client’s business and revenue damages that can be caused by the service that you provide.
Your contract can be used to raise your client’s confidence in closing the deal. Make sure to include paragraphs that give your client a way out of the contract, a refund paragraph, and a commitment to the quality of your services." ~ Sun Vainer, Co-Founder and CEO of R.S.L. Negital Ltd.
For a marketing contract to perform, you must include a section to address every expectation and issue. Omitting important information can cause big misunderstandings in projects down the road. It can even cause legal action to be taken against your agency.
Every marketing contract should contain a detailed explanation and guidance on the following points:
This section lists the individuals, groups of people, companies, and any other party responsible for the contract’s obligations. Once the contract is drafted, every party needs to read and sign it.
If one party doesn’t agree to the contract, they can “redline” it, meaning they cross out parts they want to be removed or changed. Any party can also refuse to sign it, but the result is that the contract doesn’t go into effect.
Laying out the scope of work the client will receive minimizes the risk of a misunderstanding that could damage the business relationship. After all, agency owners don’t want to disappoint a client and lose the possibility of future business. (Nor do they want to do a bunch of work that wasn’t included in the quote.)
This section is where agencies should include things like the number of revisions offered, the number of meetings that are included, etc.
Pricing, fees, and payment terms
Transparently listing your agency's pricing model and one-time or ongoing fees the client is responsible for makes sure all parties are on the same page. Payment terms should also be explained thoroughly within this section. Proactively address when payments are due in order to minimize late payments and miscommunications later on.
Duration and termination
This section informs all parties how long they will be working together and what actions to take if one of them decides the arrangement is no longer working for them.
The termination rules may be something as simple as giving 30 days' written notice of the party’s intent to terminate the contract.
This section should cover how much notice must be given, the form the notice must come in (mail, email, verbal), and details about finishing work after notice is given.
Confidentiality and non-disclosure
Both agencies and clients may possess confidential or proprietary information that the other party doesn’t want to be shared. These may include trade secrets, client lists, rates, and other private information.
This section will help avoid non-disclosure mistakes. Include the type of information considered confidential and the consequences of a breach of contract if it’s leaked or shared. There should also be guidance on how long the information must be kept confidential. Is it only until the project is finished, or are parties bound forever?
Relationship between parties
This section clarifies what the relationship is and isn’t between the parties entering into the contract. Typically, it offers up language that explains the parties are not business partners and have not entered an employee/employer relationship.
If the client pays your agency to do the work, and your agency completes the deliverable, who owns the work? If this question is left unaddressed in a contract, it may damage the relationship.
The contract should spell out who owns what. Even if the client owns the final product, your agency may want to maintain ownership of its processes.
Intellectual property rights
If the scope of work includes trademarks, copyrights, and patents, the contract must address who becomes the owner of these entities. This section should include reasonable restrictions and specific language detailing owning and using intellectual property.
Another important component of a marketing contract is exclusivity. Its language ties one party to another and prohibits them from working or partnering with other parties.
This provision should be worded to specifically define the actions that are (or aren’t) permitted under the contract.
Limitation of liability
A limitation of liability limits the money or other damages one party can receive from the other because of breaches and other actions. Limitations of liability are usually upheld and enforced by the courts.
If some of the terms of the marketing contract are found to be illegal or unenforceable, a severability clause states the remainder of the agreement still applies. This section protects every party from damage and strengthens the contract.
When there’s information that doesn’t fit in any other section, it can be easily added to the miscellaneous section. Things like merger and acquisition scenarios and jurisdictional standing would be included in this section as subsections.
This section clarifies the new agreement overrides any previous agreement between or among the parties. This section is vital to minimize the chances of a party claiming an earlier contract is the binding one.
Acceptance and signature(s)
Also called the “signing page,” this section is where the parties formally agree to the terms of the contract. Hard signatures with a blue or black pen were widely required for many years, but more parties are accepting e-signatures now.
A representative from each party must sign their full name and title and date the contract. Most contracts require a witness or notary stamp.
Marketing contract template
It’s mission-critical for your agency to prioritize binding, thorough contracts. This is the best way to protect your business, and bolster confidence with the client.
Ready to revisit your contracts but not sure where to start? Jumpstart the process with this free marketing agreement template.
This Contract is made and entered into on (Effective Date),
[Marketing Agency] (hereinafter referred to as the “Agency”) having its registered office at [Marketing Agency Office Address], and;
[Client Company] (hereinafter referred to as the “Client”) having its registered office at [Client Company Office Address].
The Agency and Client are individually referred to as "Party" and collectively as "Parties."
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the adequacy and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
During the term of the Contract, the Agency shall perform services for the Client in connection with the planning, provision, research, advertising, marketing, consulting, and/or digital marketing services. The Agency shall provide the following services to the Client:
If the Client wishes to assign additional projects to the Agency outside of the Services outlined in the Services section, the Agency may agree to accept such projects only upon an additional compensation to be paid to the Agency.
3. Pricing, fees, and payment terms
In consideration of the Services provided by the Agency, the Client agrees to pay the Agency a monthly fee of $[amount here].
The Parties agree that the Agency will provide an invoice to the Client every (number of days) upon the completion of the Services.
The Agency agrees to obtain consent from the Client before purchasing if an expense is over (amount here).
The Parties agree that the means of payment will be via (acceptable payment methods here).
Late payments will incur a (fee amount) fee.
4. Duration and termination
This Agreement shall be effective on the date of signing this Agreement and will end on (date here).
This Agreement may be terminated if the following occurs:
This Agreement will be terminated immediately if one of the Parties breaches a condition outlined in this Agreement.
This Agreement can be terminated at any given time by providing written notice to the other Party (number of days) before terminating the Agreement.
This Agreement will automatically be terminated when both Parties complete their obligations.
5. Confidentiality and non-disclosure
All terms and conditions of this Agreement and any confidential information provided by the Client to the Agency or vice versa during the term of the Agreement must be kept confidential unless the disclosure is required according to the process of law.
Disclosing or using this information for any purpose beyond the scope of this Agreement or the exceptions set forth above is expressly forbidden without the prior written consent of the Parties.
The Parties’ obligation to maintain confidentiality will survive termination of this Agreement and remain in effect (either a date or in perpetuity).
6. Relationship between parties
Nothing in this Agreement creates any special relationship between the Parties, such as a partnership, joint venture, or employee/employer relationship.
Neither Party has the authority to act as agent for or on behalf of the other Party or represent or bind the other Party in any manner.
Each Party agrees that all products created by the Agency will remain the exclusive property of the Client if it is relevant to the performance of the Services set forth in this Agreement.
8. Intellectual property rights
All intellectual property rights rendered to the Client exclusively shall hereunder become the property of the Client upon completion of payment to the Agency.
All rights and interests that the parties owned prior to the Effective Date, created, developed, or used in the performance of this Contract, shall remain owned by the respective Parties.
Under the provision of this agreement, the Agency shall have the exclusive rights to create, edit, and deliver the products/services for the Client.
10. Limitation of liability
Neither Party shall be made liable to the other for indirect, special, or consequential damages arising out of this Contract, including but not limited to lost profits or equipment, or other costs.
In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining terms of this Agreement will still be enforceable.
Governing Law: The Parties agree that this Contract shall be governed by the applicable laws of [State].
Amendments: No modification or waiver of the provisions of this Contract shall be valid or binding on either Party unless written and signed by both Parties.
Force Majeure: Neither Party will be liable for failure or delay to perform obligations under this Contract, which have become practicably impossible because of circumstances beyond the reasonable control of the applicable Party.
13. Entire agreement
The Parties acknowledge that this Contract sets forth and represents the entire contract between both Parties. If the Parties are willing to modify any terms, they must be in writing and signed by both Parties.
14. Acceptance and signature(s)
IN WITNESS THEREOF, the Parties agree to the terms and conditions set forth above as demonstrated by their signatures:
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