Reviewing a marketing agency contract before you sign

A marketing agency contract is a retainer for services whose value depends on the agency's performance and whose outputs, the creative, the ad accounts, the audience data and the reporting, sit with the agency unless the contract moves them to the client. The agency's terms set the length of the retainer, the notice period and who owns the outputs. I review the contract from the client's side and return it marked up with a written explanation of the changes and which ones an agency will accept, for a fixed fee of £495 in three working days.

Who this is for

Businesses in England and Wales appointing a marketing, digital, PR, social media, search or creative agency on a retainer or project basis, and want the contract to give them what they are paying for and let them leave with it. The client and the agency are businesses; consumer protection law governs the advertising the agency produces for the client's customers.

What to look for in a marketing agency contract

The retainer, the scope and the notice period

The contract should define the services and deliverables for the monthly fee, the hours or outputs included, what is charged extra, and how the scope changes. The review checks the initial term and the notice period, which agencies set long to secure revenue, and asks for termination on notice after an initial period, termination for persistent underperformance, and a fee that reduces if the scope does. It also checks the agency's right to increase fees and to change the team assigned.

Ownership of the creative, the strategy and the accounts

Under section 11 of the Copyright, Designs and Patents Act 1988 the agency owns the copyright in the campaigns, designs, copy, video and strategy documents it creates unless it assigns them in writing under section 90. The review asks for an assignment of the deliverables on payment, a licence to the agency's tools and templates, and disclosure of any stock, music or third-party material whose licence limits how and where the client may use it. It also asks for the advertising, social media and analytics accounts to be in the client's name or transferable, with administrator access retained by the client throughout.

Media spend, rebates and the agency in the middle

Where the agency buys media or advertising on the client's behalf, the contract should say whether the agency acts as the client's agent or as principal, how media spend is invoiced and reconciled, and whether the agency keeps rebates, commissions or incentives from media owners and platforms. The review asks for media spend to be shown at cost with the agency's fee separate, for rebates and incentives attributable to the client's spend to be disclosed and passed on, and for the client's money for media to be held and used only for that purpose. Payments or benefits offered to the agency by a platform to influence where the client's budget goes engage section 7 of the Bribery Act 2010 on both sides.

Customer data, email marketing and consent

An agency running email, SMS or paid social campaigns processes the client's customer data as processor and needs the Article 28 terms required by the UK GDPR and the Data Protection Act 2018. Direct marketing by electronic mail to individuals needs consent or the soft opt-in under regulation 22 of the Privacy and Electronic Communications (EC Directive) Regulations 2003, and the review checks that the contract makes the agency responsible for using only lists and consents the client has confirmed, for honouring unsubscribes, and for the audience data it builds in ad platforms being the client's.

Advertising rules, reviews and content the agency produces

The client is the advertiser and carries the regulatory risk for what the agency produces. Under the Digital Markets, Competition and Consumers Act 2024 misleading actions and omissions in advertising to consumers are unfair commercial practices enforceable by the CMA, and Schedule 20 bans submitting or commissioning fake reviews and, in paragraph 12, paid promotion presented as editorial content without disclosure. The review asks for the agency to warrant compliance with the CAP Code and the Act, to obtain rights in any content, images and music it uses, to indemnify the client for infringement and for defamatory content under the Defamation Act 2013, and to disclose paid partnerships and influencer content as advertising.

Performance, reporting, exclusivity and exit

The contract should set the reporting the agency delivers, the metrics it commits to, and the consequences of missing them, which should include a right to terminate rather than only a review meeting. The review checks exclusivity, which should bind the agency not to act for a direct competitor and should not bind the client to use only the agency, and the exit provisions: handover of files, source artwork, account access, passwords and data, and a transition period at the current rates. The Late Payment of Commercial Debts (Interest) Act 1998 applies to the fees.

What it costs

Standard review, £495. Marked-up document and a written explanation of the changes. Three working days.

Buying online forms the engagement on payment. The scope is what the contract review 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

• Your own contract returned with my amendments as tracked changes, plus a clean version with every change accepted, ready to send to the other side
• Comments in the document where a point needs explaining
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, marking the points I would hold firm on and the ones that are negotiable
• A view on what is normal market practice and what is the other side pushing their luck
• One round of follow-up questions by email, included

What is not included

• Negotiating directly with the other side, which I quote separately once I know who is on the other side. Where the other side is willing to share a live document, I can work in that document directly
• Drafting a replacement contract from scratch
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Disputes about a contract that is already signed

Questions I am often asked

The agency set up our ad accounts under its own business manager. Can we take them when we leave?

Only if the contract says so and the accounts were set up to allow it, and agency-owned accounts can leave you with no history and no audiences. The review asks for accounts to be created in your name or transferred, with you holding administrator access throughout and full handover on exit.

Do we own the campaign creative we paid for?

Not unless the contract assigns it to you, because the agency owns what it creates. The review asks for an assignment of the deliverables on payment, a licence to the agency's templates and tools, and disclosure of stock or third-party material whose licence limits your use.

The agency keeps rebates from the platforms. Is that normal?

It is common, and whether it is acceptable depends on disclosure and on whose money earned it. The review asks for media spend to be shown at cost, for rebates and incentives attributable to your spend to be disclosed and passed on or credited, and for the agency's remuneration to be the fee you agreed.

Related guidance and services

• Contract review, £495, the service this page describes
• Data protection agreements and privacy terms, £795
• Terms and conditions drafting, £995
• Reviewing a media buying or advertising agreement
• Reviewing a website development agreement from an agency

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