Freelancer agreement for a marketing agency

A marketing agency's freelancers produce work the agency sells to its clients under contracts that promise the client ownership, confidentiality and compliance the agency can only deliver if it has secured them from the freelancer first. The freelancer agreement is where that happens: a framework for project briefs, an assignment of IP that reaches the client, confidentiality and non-solicitation that protect the agency's accounts, data and compliance obligations that match the client contracts, and a status position the off-payroll rules will test. I draft that agreement, for the agency or for the freelancer, for a fixed fee of £595, delivered in five working days. Each engagement is checked against HMRC's Check Employment Status for Tax tool, and the agreement cannot guarantee how an individual's status will be decided.

Who this is for

Marketing, advertising, PR, social and digital agencies in England and Wales engaging freelancers on client accounts, and freelancers who work for agencies and want the terms to be fair.

What matters in a marketing agency freelancer agreement

The framework and project briefs

The agreement should be a framework under which the agency offers briefs (client, scope, deliverables, deadline, days or fee) which the freelancer may accept or decline, each brief a separate engagement with no obligation on either side beyond it, and should set the agency's process the freelancer works within (reviews, approvals, the client's brand guidelines), the rounds of revision included and the rate for more, and the freelancer's obligation to meet the client's deadlines as agreed in the brief.

Intellectual property and the chain to the client

The agency's client contracts promise the client ownership of the work, and the agency can deliver that only if the freelancer assigns the IP to the agency: the agreement should assign all rights in the deliverables to the agency on creation or on payment, in writing under section 90 of the Copyright, Designs and Patents Act 1988, with moral rights under section 77 and following waived, the freelancer's pre-existing materials licensed, third-party assets (stock, fonts, music) identified so that the agency clears them for the client's use, and the freelancer's right to portfolio use after the client's launch stated.

Confidentiality, clients and non-solicitation

The freelancer sees the agency's clients, pitches, pricing and plans, and the agreement should impose confidentiality that survives the engagement, prohibit the freelancer from pitching to or taking work from the agency's clients they worked on for a reasonable period after the last brief, with a fee where it happens, and require the freelancer to keep different clients' information separate; the agency's own client contracts often require it to bind freelancers to confidentiality and conflict rules, and the agreement should flow those down.

Data, campaigns and compliance

Freelancers running campaigns and handling customer data for the agency's clients do so as the agency's processor or sub-processor under Article 28 of the UK GDPR, and the agreement should contain the processor terms, require marketing to be sent only where the Privacy and Electronic Communications (EC Directive) Regulations 2003 permit, require advertising to comply with Part 4 of the Digital Markets, Competition and Consumers Act 2024 and the advertising codes, and make the freelancer responsible for flagging claims that need substantiation while the agency and client approve what goes out.

Status, substitution and the off-payroll rules

A freelancer with several agencies and clients, their own equipment, control over how the brief is executed and the right to decline briefs is self-employed, and the agreement should say so, with a right to send a suitably skilled substitute the agency may reject on reasonable grounds; where the freelancer works through a limited company and the agency's client is medium or large, the off-payroll working rules in Chapter 10 of Part 2 of the Income Tax (Earnings and Pensions) Act 2003 make the client's determination apply with the agency as fee-payer, and the agreement should say how determinations are passed down and what happens to the rate if an engagement is inside; a freelancer who sits in the agency's office on an account for a year is a different case from one who delivers a brief.

Fees, invoicing and ending

The agreement should state day rates or project fees per brief, invoicing monthly or on delivery, payment terms that do not depend on the client paying the agency, interest under the Late Payment of Commercial Debts (Interest) Act 1998, expenses with approval, a kill fee where a brief is cancelled after work starts, the agency's right to end a brief on notice with payment for work done, and liability capped at the fees for the brief under section 11 of the Unfair Contract Terms Act 1977, with professional indemnity insurance held by the freelancer or covered by the agency's policy as the agreement states.

What it costs

Consultancy or contractor agreement, £595. Drafted for your business. Five working days.

Template set for repeat use, £895. One master agreement plus a short-form schedule you can reuse for every engagement. Five working days.

Buying online forms the engagement on payment. The scope is what the consultancy and contractor agreements page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• A clear, express assignment of intellectual property to your business
• Confidentiality provisions that protect your business information
• Restrictive covenants drafted at a scope a court will uphold
• Clear treatment of status, so the arrangement is not accidentally something else
• Payment, deliverables and termination provisions that match how you work
• A reusable structure, so the next engagement costs you nothing

What is not included

• Employment status determinations and off-payroll working assessments, which need your accountant
• Tax advice
• Disputes with a contractor you have already engaged
• Immigration and right to work compliance

Questions I am often asked

Our client contract says the client owns all IP. Does our freelancer agreement deliver that?

Only if it assigns the freelancer's IP to the agency in writing and waives moral rights, which it does. Without it the agency is promising the client rights it does not have.

A freelancer we used on an account now works for the client directly. Can we claim?

If the agreement contains a non-solicitation for that client with a fee where the freelancer takes direct work within the period, yes. The agreement provides it, drafted at a period a court will uphold.

Who determines status for a freelancer on a large client's account?

The client, under the off-payroll rules, with the agency as fee-payer applying the determination. The agreement says how determinations are passed down and what happens to the rate.

Related guidance and services

• Consultancy and contractor agreements, £595, the service this page describes
• Contract review, £495
• Employment contracts and handbooks, £595
• Purchase terms for a marketing agency using freelancers
• Contractor agreement for a copywriter

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: October 2026. Email geoffrey@caesar.co.uk.