Marketing agency agreement template
A marketing agency agreement sets the ground rules for a client relationship that can include strategy, creative, SEO, email and paid media all at once. It answers the questions that cause the worst arguments: who pays the ad platforms, what the agency marks up, who owns the creative, and how much notice ends the retainer. Read the template below, then fill it in and send it from SignMaster.
Updated November 5, 2026 · 4 min read
The contract
Gray blanks are yours to fill in before you send. Each signer fills in the blanks in their color.
- You, before sending
- Client
- Agency
Marketing Agency Agreement
This Marketing Agency Agreement (the "Agreement") is made on Agreement date between Agency name (the "Agency") and Client company name (the "Client").
1. Services
For the monthly retainer, the Agency will provide the following services and outputs: Services. Work outside this list, including new campaigns, websites or launches, will be described in a statement of work or a written change signed by both parties before it starts. Each statement of work is governed by this Agreement.
2. The Client's responsibilities
The Client will provide its brand guidelines, product information and access to the accounts and tools the Agency needs, and will name one point of contact who can give approvals: Client point of contact. Delays caused by late information, access or approvals extend the Agency's deadlines by the same amount of time.
3. Fees and payment
The Client will pay a monthly retainer of Monthly retainer, invoiced at the start of each month. Approved work outside the retainer is billed at Hourly rate per hour or at the price in its statement of work. Invoices are due within Days to pay invoices days and are sent to Billing email. Unused retainer hours do not roll over.
4. Media and pass-through costs
Advertising spend is paid directly by the Client to the ad platform, or, where the Agency books media in its own name, prepaid by the Client before the Agency commits it. The Agency will not commit media the Client hasn't approved in writing. The Agency's fee for planning and managing media is: Media fee or markup. Other costs bought for the Client, such as stock images, printing, software or freelancers, are approved by the Client in advance and billed at cost plus Pass-through markup.
5. Approvals
Nothing will be published, launched or bought for the Client without its approval. The Client will approve or comment on work within Approval days business days. Once approved, the Client is responsible for the content as published, including its spelling, prices and offers.
6. Reporting
The Agency will report on results each month and meet with the Client Meeting schedule. Targets the parties agree on are goals, not guarantees; results depend on the market, the platforms and the Client's own sales process.
7. Ownership
When the Client has paid for them, the final deliverables the Agency creates specifically for the Client belong to the Client. The Agency keeps ownership of concepts the Client didn't choose, its pre-existing materials, templates, code and methods, and grants the Client a license to use any of them built into a deliverable. Stock assets, fonts and music remain under their own licenses. Ad accounts, analytics accounts and domains are set up in the Client's name. The Agency may list the Client and show published work in its portfolio unless the Client objects in writing.
8. Advertising law and claims
The Client is responsible for being able to back up the claims it approves about its products and services. The Agency will follow platform policies and the advertising laws it knows apply, and will flag claims or offers that look risky.
9. Non-solicitation of staff
While this Agreement is in force and for Staff non-solicit months months afterward, neither party will hire or engage an employee of the other who worked on the Client's account, without the other's written consent. General job advertisements are not a breach.
10. Term and termination
This Agreement starts on Start date and runs for a minimum of Minimum term in months months, then continues until either party gives Notice period in days days' written notice. On termination, the Client pays for work done to the end of the notice period and for media already committed with its approval, and the Agency hands over the paid-for deliverables and account access.
11. Confidentiality and liability
Each party keeps the other's confidential information private and uses it only for this Agreement. Each party is responsible for claims caused by the materials it supplies. Neither party is liable for indirect or lost-profit damages, and each party's total liability is limited to the fees paid under this Agreement in the six months before the claim.
12. General
The Agency is an independent contractor. This Agreement is governed by the laws of the state of State. It is the entire agreement between the parties, together with any signed statements of work, and can be changed only in writing signed by both. Electronic signatures count as originals.
Signers' details
Client signer's title: Client signer title Phone: Client phone
Agency contact: Agency account lead Email: Agency email
I am authorized to sign this Agreement for the Client, and I have read the media terms in section 4.
For the Client
For the Agency
Opens it in SignMaster as a template you can edit and send.
A starting point, not legal advice. Have a lawyer review it for your state and situation.
On this page
Retainer, project or both
Most agencies work on a monthly retainer for ongoing work and quote campaigns or launches as separate projects. This agreement holds the terms that never change (fees, approvals, ownership, notice) and describes the retainer scope in section 1. For a one-off campaign, attach a statement of work that refers back to it, so you don't renegotiate liability and payment terms for every project.
What the template covers
- Scope: the services in the retainer and how out-of-scope requests become a written statement of work or change.
- The client's part: brand guidelines, account access, one point of contact and approvals within a set number of days.
- Fees: the monthly retainer, an hourly rate for extra work, and payment terms.
- Media and pass-through costs: media paid directly by the client or prepaid before you book it, and your markup or commission stated plainly.
- Ownership: the client owns final deliverables once paid; you keep rejected concepts, tools and pre-existing work.
- Advertising claims: the client stands behind claims about its own products; you follow platform and advertising rules.
- Staff non-solicit: neither side hires the other's people from the account for a set time.
- Term and exit: a minimum term, a notice period, and payment for work done and media already committed.
Media spend: the clause to get right
When an agency books media in its own name, it's usually on the hook to the platform or publisher even if the client never pays. A missed payment on a big month can sink a small agency. The template avoids that in one of two ways: the client's own card or account pays the ad platforms, or the client prepays any media you buy for them before you commit it. Write your markup or commission in section 4, so the client sees exactly what they pay for media and what they pay for you.
Mistakes agencies make
- A scope that says "digital marketing". List the channels and the monthly outputs, or every request is in scope.
- Owning the client's ad accounts. Build campaigns in accounts the client owns, with you as a user, so leaving doesn't mean losing their history.
- No approval step before launch. A typo in a headline is your problem unless the client approved it.
- Handing over every source file and concept on day one. Transfer final deliverables when paid; keep the rest.
- Endless notice. A long notice period feels safe until a client stops replying for its whole length.
How to send it with SignMaster
- 1
Bring it into your workspace
Use Use this template. The agreement opens as a template in your SignMaster workspace, shared with your team, with the client signing first and the agency second.
- 2
Fill in the account
In the gray blanks, list the services, the retainer, the hourly rate, the media arrangement, the markup, the term and the notice period. Your account lead can prepare it; an owner can sign for the agency.
- 3
Send it with the proposal
Add the client's signer, usually the marketing director or owner. Attach the proposal or first statement of work in the same envelope, so they sign both at once. They add a point of contact and a billing email before signing.
- 4
Countersign and kick off
When the client signs, the agency's signer gets their turn. Everyone receives the signed PDF and certificate of completion, and you can book the kickoff call knowing the terms are settled.
Signing up every location of a franchise
Agencies that run local marketing for a franchise system often sign each location separately, with the same terms and a different owner, address and retainer. Bulk send handles that from one spreadsheet: one row per location, columns named after the gray blanks like Monthly retainer and Services, and one envelope per owner. To pass each signed agreement into your CRM or project tool, set up webhooks on Crew or Company.
Questions? Answers.
What's the difference between a marketing agency agreement and a statement of work?
The agreement holds the lasting terms: fees, ownership, liability and notice. A statement of work describes one project's deliverables, timeline and price, and refers back to the agreement.
Who owns the ads and creative an agency makes?
Under this template, the client owns final deliverables made for it once they're paid for. The agency keeps unused concepts, its tools and anything it made before the engagement.
Should an agency mark up media spend?
Some do, some charge a flat fee or a percentage of spend instead. Whatever you choose, write it in section 4 so it's disclosed and agreed.
Can more than one person sign for the client?
Yes. Add each signer when you send and choose whether they sign in order or at the same time. You countersign after them.