The Agency Contract: 11 Clauses to Agree Before the Work Starts

Most arguments between clients and agencies are not about creativity. They are about money, deadlines, the number of revisions and who owns the files. Almost all of them trace back to a contract that was signed in a hurry, copied from an old template, or never signed at all.

A good contract does not slow a relationship down. It settles the awkward conversations in advance, so both sides can focus on the work. Below are the clauses I expect to see in any agency agreement, whether you are the client or the agency.

Note: this article is general guidance, not legal advice. Laws differ by country, so have a lawyer review your contract before you sign it.

The work itself

1. Scope of work

Describe what the agency will do in concrete terms: channels, markets, languages, the number of campaigns or posts per month, meetings and reporting. Just as important, write down what is not included. Anything outside the scope should be quoted separately and approved before work starts.

2. Deliverables and timelines

List the outputs, for example a logo with a defined set of files, a fixed number of social media posts per month, or a monthly report, and when each is due. If deadlines depend on the client supplying materials or feedback, say so. The agency's clock should stop while it is waiting.

3. Approvals

Name the people who approve work on the client's side and how approval is given. Email is usually enough. Messengers such as WhatsApp are common for day-to-day work in many markets, but messages are easy to lose, so agree which channel counts as official. Set a response time, such as two working days, and say what happens if nobody answers.

4. Revisions

Agree on how many rounds of revisions are included in the fee, and define what a revision is. Changing a headline or a color is a revision. A new concept after the client has already approved the direction is new work. Without this clause, revision rounds quietly become unlimited.

Ownership and money

5. Intellectual property

State who owns what, and from when. A common approach: the client owns the final approved work once it has been paid for, while the agency keeps its own tools, templates and unused concepts. Deal with third-party materials separately: stock photos, fonts, music and model releases often come with licenses limited by territory, period and media. If you need source files, such as open design files or raw footage, ask for them explicitly in the contract.

6. Fees

Specify the pricing model: retainer, project fee, hourly rate or a combination, and what each one covers. Explain how media budgets, production and other third-party costs are handled, whether the agency adds a handling fee to them, and whether prices include VAT.

7. Payment terms

Define invoicing dates, the payment period, the currency and what happens when a payment is late. For agencies, an advance payment on project work is reasonable. For clients, linking part of the payment to accepted deliverables is reasonable. Both are better than leaving it unsaid.

Protection and exit

8. Term and termination

State the contract period, the notice period for ending it, and what happens on termination: payment for work done to date, handover of files, and transfer of access to ad accounts, social media pages, websites and domains. Make sure ad accounts and pages are registered to the client from day one; it saves a difficult conversation at the end.

9. Confidentiality

Both sides share sensitive information: launch plans, prices, sales data, the agency's methods. A mutual confidentiality clause should define what counts as confidential, how long the obligation lasts after the contract ends, and the usual exceptions, such as information that is already public or must be disclosed by law.

10. Data protection

If the agency handles personal data, such as customer lists, lead forms, CRM exports or advertising audiences, the contract should state what data is processed, for what purpose, how it is secured and when it is deleted. Under the EU's General Data Protection Regulation (GDPR), a written agreement covering these points is required whenever one company processes personal data on behalf of another. Azerbaijan, Türkiye and Russia have their own personal data laws as well, so check which rules apply to your situation.

11. Non-solicitation

Agencies invest in training their people, and clients sometimes hire them directly. A non-solicitation clause says that neither side will actively recruit the other's staff during the contract and for an agreed period after it, or that an agreed fee will be paid if it happens. Check with your lawyer that such a clause can be enforced where you operate.

Other points worth covering

Depending on the project, also consider:

• Liability: a cap on each side's liability, and who is responsible if content infringes someone else's rights.
• Portfolio use: whether the agency may show the work in its portfolio and when.
• Governing law and disputes: which country's law applies and how disagreements are resolved.
• Force majeure: what happens if work cannot be done for reasons beyond either side's control.

Before you sign

1. Read the scope aloud in a meeting with both teams. If anyone says "I thought that was included", fix it now, not in month three.
2. Attach the brief, the proposal and the price list as appendices, so the contract refers to concrete documents.
3. Agree how changes are made. Usually that is a signed addendum, not a message in a chat.
4. Keep one signed copy in a place both sides will still be able to find a year from now.

A contract is not a sign of distrust. It is the shared memory of what you agreed while everyone was still on good terms, and it is the document both sides will be grateful for when something goes wrong.