Marketing Services Agreement
This agreement sets out the terms on which the marketing agency ("Agency") will deliver a defined marketing project for the client ("Client"). It becomes effective only when BOTH parties have signed below. The Agency completes the scope, deliverable and fee tables and signs first, then shares this document with the Client for review and countersignature — either in-app, or by printing, signing, and uploading a scanned copy.
Section 1 — Parties & Campaign
Agency (name / business name):
Client (full legal name):
Client approver (name and role):
Campaign or project name:
Section 2 — Scope & Deliverables
The Agency will produce and deliver the following items for this project:
Anything not listed in the table above is out of scope. Out-of-scope work is quoted separately in writing and only starts once the Client approves that quote.
Exclusions or special conditions the Client wants recorded (optional):
Section 3 — Fees & Payment Milestones
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Deposit to reserve capacity | | |
On approval of strategy and creative direction | | |
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Final balance on delivery of the closing report | | |
Additional hours beyond scope (per hour) | | |
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Invoices are due within 14 days of receipt. Fees are exclusive of applicable taxes. The Agency may pause work on any project with an invoice more than 14 days overdue, and timelines shift accordingly.
Section 4 — Ad Spend & Media Budget
Media budget and third-party ad spend are separate from the Agency fees above and are the responsibility of the Client. Ad spend is billed at cost with no mark-up unless stated otherwise in Section 3, and is either charged directly to a Client-owned payment method on the advertising platform, or pre-funded to the Agency before any campaign goes live. The Agency does not advance media budget on the Client's behalf. Platform pricing is auction-based; delivered impressions, clicks and cost per result will vary, and the Agency does not guarantee any specific volume or cost.
Ad spend is reconciled against platform reporting each month, and any pre-funded balance unused at the end of the project is returned to the Client or credited against the final invoice.
Section 5 — Revisions & Approval Turnaround
Each deliverable includes two rounds of revision. A round means one consolidated set of feedback from the Client, gathered from all of its stakeholders and returned together. Feedback that arrives piecemeal after a round has been actioned, or that reverses a direction already approved, counts as a new round and is billed at the additional-hours rate in Section 3.
The Client will return feedback or approval within three business days of receiving a deliverable. Where approval is late, the delivery dates in Section 2 move by at least the same number of days, and any booked media placement or production slot may need to be rebooked at the Client's cost.
Section 6 — Intellectual Property & Licensing
On receipt of full and final payment, the Agency assigns to the Client all rights in the final approved deliverables created specifically for this project. Until that payment is received, the Client holds no licence to publish or run the work. Concepts, routes and drafts that were not selected remain the property of the Agency. The Agency retains ownership of its pre-existing materials, tools, templates, processes and know-how, and grants the Client a non-exclusive, perpetual licence to use them as embedded in the delivered work.
Third-party assets — stock photography and footage, music, fonts and licensed talent — are supplied under the licence terms of their owner. The licence type, territory and duration are stated at the point of approval, and the Client is responsible for renewing or re-licensing any asset that expires. Extending usage beyond the licensed term or territory without a new licence is at the Client's own risk.
The Client confirms it holds the rights to all brand assets, product images, copy, claims and customer material it supplies to the Agency, and that publishing them will not infringe the rights of any third party.
Section 7 — Portfolio & Case Study Use
The Agency may show completed, publicly released work from this project — including creative assets, the Client name and logo — in its portfolio, website, award entries and case studies. Commercially sensitive figures such as budget, revenue and margin are not disclosed without the Client's written consent, and the Client may withdraw this permission for future use by giving written notice.
Section 8 — Confidentiality & Account Access
Each party will keep the other party's non-public business information confidential during the project and for two years afterwards. Where the Agency needs access to the Client's advertising, analytics, email or social accounts, that access is granted through the platform's own delegated-access tools under a Client-owned account — passwords are not to be shared by email or message. All such accounts remain the property of the Client, and the Agency will surrender or step down its access within five business days of the project ending.
Accounts and platforms the Agency will need access to (optional):
Section 9 — Cancellation & Kill Fee
Either party may end this agreement by giving 14 days' written notice. On cancellation the Client pays for all work completed and in progress up to the effective date, plus any third-party costs the Agency has already committed on the Client's instruction. The deposit is non-refundable, as it reserves capacity the Agency has turned other work away for. If the Client cancels after strategy and creative direction have been approved but before delivery, a kill fee of 50% of the remaining project fee also becomes payable.
Either party may terminate immediately for a material breach that remains uncured 14 days after written notice. On termination, the Agency hands over completed work that has been paid for, and both parties return or delete the other's confidential material on request.
Section 10 — General Acknowledgments
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Optional — upload a countersigned scan or any annexed schedule:
This template is provided for reference only and does not constitute legal advice. Consult qualified counsel before relying on this document.