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How to write your Advertising and Marketing Agency Contract
We include this 5 page template with Advertising/Marketing Contract Pack and the Proposal Kit Professional. You will get more content and software automation for data merging, managing client documents, and creating proposals with line item quoting with a Contract Pack or the Professional.
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Abstract
This marketing services agreement defines a business relationship between an advertising agency and a customer in clear, practical terms so both parties stay on the same page. The legal document uses two exhibits to define the scope of work and the payment terms. Exhibit B lists the following services: consulting, creative development, campaign execution, proofing, auditing invoices from third-party suppliers, and other marketing activities. The parties agree to these services, while Exhibit A sets pricing, billing milestones, and any additional compensation. With this structure, the parties can discuss specifics, negotiate details, and avoid misunderstandings before work begins.
The agency is hired to perform services such as analyzing the client's product positioning, developing ideas and content, arranging production, and executing agreed tasks. Depending on Exhibit B, certain services may include social media management, SEO, label designs, updates to current packaging, or project-based content creation. The client agrees to provide necessary details, party materials, and access to tools and data needed to perform services hereunder. The agreement makes clear that the agency will review and audit third-party invoices to maintain transparency and quality.
Milestones and delivery dates guide progress, but the contract treats dates as estimates subject to reasonable control, not hard deadlines. The agency delivers final works in output formats, while retaining source files and other exclusive property not used. The client retains its trademarks and any materials it owns and supplies.
Unused concepts remain with the agency. The client is solely responsible for any additional use after termination. Additional expenses may include licenses, royalties, translations, talent fees, and similar costs tied to such third-party materials.
Compensation provisions are crucial. The client pays according to Exhibit A, which can be set on a project basis or, for example, a flat monthly fee, with clear pricing and methods of billing. For late payments, the agency may withhold services rendered, suspend delivery, or charge 1.
5% monthly late fees, or bring legal action. Such failure to pay is a breach of contract, and the clause gives the agency leverage to enforce terms. Out-of-scope requests can be assigned as additional projects with added fees. Out-of-pocket expenses, such as travel or meals incurred, can be addressed in Exhibit A to keep money matters under control.
Confidentiality protects specifications and plans. The limitation of liability clause is equally vital: the client acknowledges that results and revenue are not guaranteed, waives other damages, and accepts a sole remedy limited to the return of fees paid. Indemnification holds the client responsible for claims tied to the client's product, client-supplied content, or disruptions by third-party suppliers or subcontractors.
The agency will assist in regulatory actions and carry appropriate insurance naming the client as an additional insured. The agency is not held responsible for theft or misuse of content by outsiders.
The relationship is an independent contractor status, not a joint venture or partnership. General provisions cover governing law, jurisdiction and venue, attorney's fees for the prevailing party, and a termination clause with a 30-day notice period. Notices are often sent by certified mail in practice.
While this agreement already addresses disputes through venue and fees, some organizations add mediation or force majeure language in an agreement template. The effective date, signatures, and wording of the witness whereof finalize acceptance.
Proposal Kit supports this kind of deal with a contract template and agreement template library, document assembly to define scope and pricing, automated line-item quoting for monthly or project billing, and an AI Writer to write the necessary details with consistent language. These tools help teams engage faster, track expectations, and produce professional documents with ease.
Beyond the basics, this marketing agreement works best when the parties use Exhibit B to define specific services, delivery cadence, and how the agency will keep the client informed. For instance, monthly or milestone reports can be mentioned to document results, clarify what is expected next, and address any delay that could affect timelines. Stating a time period for campaigns and refresh cycles helps each party plan staffing, media buys, and sales promotions. Make clear what uses are permitted for creative works, how approvals will serve as checkpoints, and when portfolio use is acceptable.
A practical point for negotiation is how to assign additional projects. Rather than reopening the entire deal, use short addenda that list new tasks, fees, and schedules, reducing the possibility of scope creep. If approvals or consents are required, consider specifying that they will not be unreasonably withheld, so production can proceed in the ordinary course.
Where the relationship is non-exclusive, say so plainly; exclusivity can affect pricing and resource allocations. The termination notice acts as a managed break, allowing an orderly wind-down without harming campaigns in flight.
The agreement already provides legal protection through indemnities, confidentiality, and limitations on damages, but teams may also seek greater clarity on dispute resolution. Adding a mediation-first provision, or outlining a step-by-step escalation path before litigation, can lower risk and costs. In all circumstances, consult legal counsel to ensure the jurisdiction, venue, and insurance terms align with your firm's risk posture and the markets you serve. Clear acceptance language, the effective date, and signature blocks should match the parties' legal names and address information.
Operationally, define who can approve work, who can act on budget changes, and what happens if a dependency fails. That level of professionalism keeps decisions timely and avoids bottlenecks that can affect media placements and sales outcomes. If a delay arises-for example, missing product data-document it, update the schedule, and confirm the revised dates in writing so both sides remain aligned and interested in success.
Proposal Kit can help teams structure these details using a proven agreement template. Its document assembly tools make it straightforward to insert exhibits that outline scope, reports, schedules, and pricing, while automated line-item quoting supports both monthly retainers and project fees. The AI Writer assists with writing consistent language for provisions such as dispute resolution or permitted uses, so you can start from a strong boilerplate and tailor it to your situation efficiently.
Further considerations in this marketing agreement highlight the importance of clarity around change control and rights management. Because modifications must be in writing and signed, use concise change orders to capture scope shifts, budgets, and timelines; this keeps approvals traceable and helps prevent rework. Where the agency retains source files and delivers only output formats, discuss optional buyout terms if the client later needs editable files or wants another firm to iterate. The contract also allows the agency to use creative work and campaign data for its own promotion; if needed, limit that right by time period, channel, or anonymization so portfolio use does not affect sensitive launches.
Ownership and usage terms have international implications. The agency's obligation does not extend to foreign use, so if materials may be distributed across borders, plan rights clearance for music, images, or talent separately to reduce risk. Confidentiality carve-outs for public content and items provided for publication should be reconciled with any portfolio permissions so that the provisions do not conflict.
General provisions matter operationally. Assignment is restricted, binding successors but requiring consent before obligations move to another party, useful to address during mergers or a departmental break in responsibility. The prevailing-party attorney's fees clause includes expert witness costs, so teams can budget for disputes more realistically.
Good-faith obligations set expectations for cooperation, and written notices plus a 30-day termination window provide orderly transitions if the relationship must end. In every instance, aligning certificate-of-insurance evidence and escalation steps with organizational policy, with guidance from legal counsel, helps the other party stay informed and preserves professionalism throughout the course of work.
Proposal Kit can streamline these details by assembling tailored exhibits, summaries of rights, and change-order addenda, while automated line-item quoting and the AI Writer help you define specific services and pricing language consistently.
Writing the Advertising and Marketing Agency Contract document - The Narrative
THIS AGREEMENT is made this Current Day day of Current Month, Current Year by and between Company Name ("Agency") and Company Name ("Customer"). Agency is in the business of providing marketing and advertising services for a fee. Customer desires to have Agency render certain marketing and advertising services (the "Services") as set forth in Exhibit B. Agency desires to render certain marketing and advertising services as set forth in Exhibit B.
In consideration of the mutual covenants set forth in this Agreement, Customer and Agency hereby agree as follows:
Engagement of Services
Agency agrees to render to Customer services in connection with the planning, preparing and creation of marketing services for Customer as follows:
Provide consulting services to Customer in the form of an analysis of Customer's current products, goods or services as it relates to Customer's present and/or target markets. Develop advertising ideas and creative content for Customer for approval for use in future marketing programs. Prepare estimates of costs and expenses associated with idea and content development and present them to Customer for approval.
Design, contract or otherwise arrange for the preparation of creative content, advertising, campaign management and other related services. Execute advertising and marketing services as agreed upon in Exhibit B. Provide proofing services on behalf of Customer in order to check for accuracy, completeness, adherence to specifications and Customer branding in all forms of contracted advertising that Agency handles on behalf of Customer. Audit all invoices and expenses provided by third-party to ensure accuracy.
Provide other such services as Customer may request from time to time such as content creation, assistance to Customer's staff and employees, market research, analysis or additional project consulting.
Specifications
Agency agrees to develop the advertising and consulting services pursuant to the specifications set forth in Exhibit B attached hereto (the "Specifications").
Services Completion
Agency will use reasonable diligence in the development of the Advertising and Marketing Services and endeavor to deliver to Customer all agreed upon specifications (or "Milestones") outlined in Exhibit B no later than Delivery Date. Customer acknowledges, however, that this delivery deadline, and the other payment milestones listed in Exhibit A, are estimates, and are not required delivery dates. Agency will be retaining all creative source code, original works, files, digital media and other intellectual property for the entire project and providing Customer with the output formats only.
Customer shall retain all of its intellectual property rights in any logos, graphics, text, images or other components it owns and transmits to Agency for use in fulfillment or creation of services.
Ownership Rights
Agency shall endeavor to insure that Customer shall be able to retain, under the fullest extent under the law, any and all intellectual property rights in any text, images or other components created for Customer pursuant to this agreement. Customer agrees that any material, content, plan or idea prepared by Agency or submitted to Customer for approval at any stage which is not utilized at the termination of this agreement, shall remain the property of Agency. Customer agrees to return to Agency any materials it may have of Agency such as artwork, mock-ups, comps, text, digital media, film, photos or any other physical embodiment of Agency's creative work performed while under this agreement.
Upon termination or expiration of Agreement, Customer agrees to be solely responsible for any additional use of materials and advertisements, created by Agency, pursuant to this agreement. Additional expenses may include, but are not limited to: Fees, Licenses, Translations, Royalties, Talent and other associated fees. Agency's obligation shall not apply with any respect to foreign use.
Compensation
For all of Agency's services under this Agreement, Customer shall compensate Agency, in cash, pursuant to the terms of Exhibit A attached hereto. In the event Customer fails to make any of the payments referenced in Exhibit A by the deadline set forth in Exhibit A, Agency have the right, but are not obligated, to pursue any or all of the following remedies: (1) terminate the Agreement, (2) withhold all materials, services and creative content administered by Agency on behalf of Customer, (3) bring legal action.
Confidentiality
Customer and Agency acknowledge and agree that the Specifications and all other documents and information related to the engagement of marketing or advertisement development (the "Confidential Information") will constitute valuable trade secrets of Agency. Customer shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Agency's prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the "Confidential Information" definition is anything that can be seen by the public in any advertising medium or channel prior to the engagement of Agency to provide services, or information which was provided to Agency by Customer for publication as a requirement of fulfillment of the Specifications.
Limited Warranty and Limitation on Damages. Customer agrees to indemnify and hold Agency harmless with respect to any claims, loss, lawsuit, liability or judgment suffered by Customer which results from the use of any material prepared or execution of service by Agency or at the direction of Agency which has been materially changed from the Specifications by any advertisers, publishers, hosts, radio and television broadcasts, quotes, testimonials, print journalism or other third-party entity. Agency agrees to obtain and/or maintain in force for the length of this agreement, at Agency's expense, an appropriate liability policy or policies, having a minimum limit of Insurance Coverage, naming Customer as an additional insured and loss payee under such policy or policies as applicable.
In the event of any litigation, proceeding or suit against Customer by any regulatory agency or in the event of a court action challenging any advertising or marketing service prepared by Agency, Agency shall assist in the preparation of defense of such action and cooperate with Advertiser. Customer acknowledges that Agency are not responsible for the results obtained by Customer from any creative, advertising, programs, ideas or execution thereof. Customer waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Agency as set forth in Exhibit A attached hereto.
Independent Contractor
Agency will be retained as independent contractors. Agency will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. Customer will not withhold or pay any income tax, social security tax, or any other payroll taxes on Agency's behalf. Agency understands that they will not be entitled to any fringe benefits that Customer provides for its employees generally or to any statutory employment benefits, including without limitation worker's compensation or unemployment insurance.
Resources and Equipment
Customer agrees to make available to Agency, for Agency's use in performing the services required by this Agreement, all logos, graphics, photos, branding, collateral, items of hardware and software as Customer and Agency may agree are reasonably necessary for such purpose.
General Provisions
1. Entire Agreement
This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.
2. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court.
3. Binding Effect
This Agreement shall be binding upon and inure to the benefit of Customer and Agency and their respective successors and assigns, provided that Agency may not assign any of his obligations under this Agreement without Customer's prior written consent.
4. Waiver
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
5. Good Faith
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
6. Right to Withhold Content, Creative and Services
In the event Customer fails to make any of the payments set forth on Exhibit A within the time prescribed in Exhibit A, Agency has the right to withhold further content, creative and services perform for or on behalf of Customer until payment in full is paid, plus accrued late charges of 1 1/2% per month.
7. Indemnification
Customer warrants that everything it gives Agency to use in fulfillment of services is legally owned or licensed to Customer. Customer agrees to indemnify and hold Agency harmless from any and all claims brought by any third party relating to any aspect of the services, creative or other content, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney's fees arising out of injury caused by Customer's products/services, material supplied by Customer, copyright infringement, and defective products sold via the advertising or services. Further, customer agrees to indemnify Agency from responsibility for problems/disruptions caused by third party services and contractors that Customer may use such as media buyers, transportation, merchant accounts, shopping carts, shipping, hosting services, real time credit card processing and other services that relate to the execution of the services outline in this agreement by Agency.
8. Use of Services and Creative Content for Promotional Purposes
Customer grants Agency the right to use the creative content, description of services performed, results of services and campaign data as it sees fit for promotional purposes.
9. No Responsibility for Theft
Agency has no responsibility for any third party taking all or any part of the content, ideas, or services provided to Customer by Agency.
10. Attorney's Fees
In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney's fees and costs, including expert witness fees.
11. Term of Agreement
This agreement shall begin on Start Date and shall continue in full force until terminated by either party upon at least (30) days prior written notice.
Each party represents and warrants that, on the date first written above, they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below:
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How to Build a Legal Contract with Proposal Kit
This video illustrates how to create a legal contract using the Proposal Pack Wizard software. It also shows how to create a proposal with an invoice and contract at the same time.
Frequently Asked Questions
How do I customize this contract to fit my business needs?
Customizing this contract involves editing the document to include your business details, terms, and conditions. The templates are designed to be flexible, allowing you to insert your company's name, address, and other relevant information. You can modify clauses to reflect your unique business practices and legal requirements.
Is this contract compliant with laws and regulations?
The legal contract templates are written by legal professionals and designed to comply with current laws and regulations at the time of their writing. However, laws can vary by jurisdiction and change over time, so it's recommended to have your contract reviewed by a local attorney to ensure it meets all legal requirements specific to your region and industry. Templates are licensed as self-help information and not as legal advice.
Can I use the same contract for different clients or projects?
You can use the same contract for different clients or projects. The templates are versatile and easily adapted for various scenarios. You will need to update specific details such as client names, project descriptions, and any unique terms for each new agreement to ensure that each contract accurately reflects the particulars of the individual client or project.
What should I do if I encounter a clause or term I don't understand?
If you encounter a clause or term in the contract that you need help understanding, you can refer to guidance notes explaining each section's purpose and use. For more complex or unclear terms, it's advisable to consult with a legal professional who can explain the clause and help you determine if any modifications are necessary to suit your specific needs.
How do I ensure that the contract is legally binding and enforceable?
To ensure that the contract is legally binding and enforceable, follow these steps:
- Complete all relevant sections: Make sure all blanks are filled in with accurate information.
- Include all necessary terms and conditions: Ensure that all essential elements, such as payment terms, deliverables, timelines, and responsibilities, are clearly defined.
- Signatures: Both parties must sign the contract, and it is often recommended that the contract be witnessed or notarized, depending on the legal requirements in your jurisdiction.
- Consult a legal professional: Before finalizing the contract, have it reviewed by an attorney to ensure it complies with applicable laws and protects your interests.
Ian Lauder has been helping businesses write their proposals and contracts for two decades. Ian is the owner and founder of Proposal Kit, one of the original sources of business proposal and contract software products started in 1997.By Ian Lauder
Published by Proposal Kit, Inc.Disclaimers
Proposal Kit, Inc. makes no warranty and accepts no responsibility for the suitability of any materials to the licensee's business. Proposal Kit, Inc. assumes no responsibility or liability for errors or inaccuracies. Licensee accepts all responsibility for the results obtained. The information included is not legal advice. Names in use cases have been fictionalized. Your use of the contract template and any purchased packages constitutes acceptance and understanding of these disclaimers and terms and conditions.
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