Marketing Agency Agreement (UK)
Updated 30 July 2026
Marketing agency agreement for professional services and creative deliverables.
MARKETING AGENCY AGREEMENT (UK)
Governed by the law of England and Wales
Note: This template is for a marketing, advertising, creative, or digital agency supplying services to a business client: campaign strategy, creative production, content, social media, paid media, SEO, or similar. The Agency is the supplier. Complete every yellow field, choose one Option in each Option block and delete the others, then complete Schedule 1 and Schedule 2. Part G of Schedule 1 only applies if the Agency will handle personal data on the Client's behalf.
0. PARTIES
This Marketing Agency Agreement (the "Agreement") is made on [effective date] between:
(1) [full legal name of the client], a company incorporated in England and Wales with company number [company number of the client] whose registered office is at [registered office address of the client] (the "Client"); and
(2) [full legal name of the agency], [agency entity description (e.g. a company incorporated in england and wales with company number [number], [or a sole trader trading as (trading name)] whose registered or principal address is at [registered or principal address of the agency] (the "Agency").
Each a "Party" and together the "Parties".
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, the following words have the following meanings:
"Agency Background IPR" Intellectual Property Rights owned or licensed by the Agency that exist before the Effective Date or that are created independently of this Agreement, including the Agency's tools, methodologies, frameworks, templates, and reusable code.
"Agreement" this document and its Schedules.
"Brief" a written brief for a specific campaign, project, or work package issued under Clause 3 and agreed by both Parties.
"Business Day" any day other than a Saturday, Sunday, or public holiday in England and Wales.
"Client Materials" any brand assets, trade marks, logos, product information, data, copy, imagery, claims, substantiation, or other materials supplied by the Client to the Agency for use in the Services.
"Confidential Information" any non-public information disclosed by one Party to the other (in any form) that is marked confidential or that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.
"Deliverables" the creative work, campaign materials, content, designs, copy, artwork, film, audio, code, reports, and other materials created by the Agency specifically for the Client in performing the Services, as identified in a Brief or in Schedule 2.
"Effective Date" the date stated at the top of this Agreement.
"Fees" the fees and other amounts payable by the Client to the Agency as set out in Schedule 1.
"Initial Term" the period set out in Schedule 1 starting on the Effective Date.
"Intellectual Property Rights" all patents, copyrights, database rights, trade marks, design rights, rights in confidential information and trade secrets, domain names, and all other intellectual property rights, registered or unregistered, anywhere in the world.
"Media" advertising space, airtime, inventory, or placement purchased from a third party media owner, platform, or publisher for the Client's campaigns.
"Personal Data" has the meaning given to it in the United Kingdom General Data Protection Regulation ("UK GDPR") and the Data Protection Act 2018 ("DPA 2018").
"Services" the marketing and advertising services described in Schedule 2 and in any Brief.
"Third Party Materials" stock imagery, footage, music, fonts, software, talent performances, influencer content, and any other material owned by a third party that the Agency incorporates into a Deliverable.
1.2 Clause headings do not affect interpretation. A reference to legislation is a reference to it as amended or re-enacted from time to time. "Including" and "in particular" are illustrative and do not limit the words that precede them.
2. APPOINTMENT, TERM AND STATUS
2.1 The Client appoints the Agency to supply the Services, and the Agency accepts the appointment, on the terms of this Agreement.
2.2 This Agreement starts on the Effective Date and continues for the Initial Term. After the Initial Term it continues until terminated under Clause 12.
2.3 Exclusivity.
Option A (non-exclusive): The Agency is appointed on a non-exclusive basis. The Client may engage other agencies or suppliers for any services, including services of the same type as the Services.
Option B (exclusive for defined scope): During the Initial Term the Agency is the Client's exclusive supplier of [exclusive scope (e.g. paid social media buying in the united kingdom)]. The Client may engage other suppliers for any services falling outside that scope.
Note: Exclusivity is easy to grant and hard to unwind. If the Client picks Option B, keep the scope narrow and tie it to the Initial Term rather than to the life of the Agreement, so the commitment expires on a known date.
2.4 Conflicts. The Agency may act for other clients, including clients in the same sector as the Client. The Agency shall not, without the Client's prior written consent, supply services to [named competitors of the client (or state 'none' if no restriction applies)] during the term of this Agreement. The Agency shall operate reasonable measures to keep the Client's Confidential Information separate from work done for any other client.
Note: A blanket ban on working for any competitor is a restraint of trade and can be struck down as unreasonable, and most agencies will not accept one. Naming a short, specific list of competitors is enforceable and is the position that gets signed.
2.5 Status of the Parties. The Agency supplies the Services as an independent supplier acting on its own account. Nothing in this Agreement makes the Agency the commercial agent, partner, employee, or legal representative of the Client. The Agency has no authority to negotiate or conclude any contract for the sale or purchase of goods on the Client's behalf, and has no authority to bind the Client or pledge its credit except as expressly permitted under Clause 5.6.
Note: This Clause keeps the Agreement outside the Commercial Agents (Council Directive) Regulations 1993. Regulation 2(1) defines a commercial agent as a self-employed intermediary with continuing authority to negotiate the sale or purchase of goods for a principal. Those Regulations give an agent a compensation or indemnity payment on termination that cannot be contracted out of, so an agreement that accidentally falls inside them carries an exit cost the Client never priced. Supplying marketing services is outside the Regulations. Do not give the Agency authority to sell the Client's goods without taking advice on the consequences.
3. SERVICES, BRIEFS AND CHANGE CONTROL
3.1 The Agency shall supply the Services with reasonable skill and care and in accordance with each agreed Brief.
3.2 Briefs. Each campaign, project, or work package is set out in a Brief. A Brief takes effect once signed or confirmed in writing by both Parties, and shall state the deliverables, timings, and fees for that work. A Brief does not vary this Agreement unless it says so expressly and identifies the Clause it varies.
Note: If a Brief and this Agreement conflict, this Agreement wins unless the Brief expressly says otherwise. That default stops commercial terms drifting through informal campaign paperwork.
3.3 Change control. Either Party may request a change to a Brief in writing. The Agency shall confirm the effect of the requested change on fees and timings before carrying it out. Neither Party is bound by a requested change until both Parties have agreed it in writing. The Agency is not obliged to start work on a change before it is agreed.
3.4 Personnel. The Agency shall use suitably skilled personnel. The Agency may use subcontractors and freelancers to perform the Services, and remains responsible for their acts and omissions as if they were its own.
Note: The Agency staying responsible for its freelancers matters more here than in most contracts. Freelancers own the copyright in what they create unless they have signed it away, so the Agency's ability to give the Client clean rights under Clause 6 depends on its own paperwork with them.
4. APPROVALS, REVISIONS AND CLIENT MATERIALS
4.1 Approvals. The Agency shall submit each Deliverable to the Client for approval. The Client shall approve or reject it in writing within [approval response period (business days)] Business Days, giving reasons for any rejection. If the Client does not respond within that period, the Deliverable is treated as approved.
Note: Deemed approval is the Agency's protection against a campaign stalling on an unanswered email. Set the period long enough for the Client's real sign-off chain: five Business Days is common where one marketing lead approves, longer where legal or compliance review is involved.
4.2 Revisions. The Fees include [number of revision rounds (e.g. two)] rounds of revisions for each Deliverable. Further revisions, and any revision arising from a change to an agreed Brief, are chargeable at the rates in Schedule 1.
4.3 Client Materials. The Client shall supply Client Materials in the formats and by the dates set out in the relevant Brief. The Client grants the Agency a non-exclusive, royalty-free licence to use Client Materials for the purpose of performing the Services. That licence ends when this Agreement ends.
4.4 Client dependencies. If the Client fails to supply Client Materials, approvals, or access on time, the Agency is not liable for any resulting delay, and may adjust timings and recover any additional costs reasonably incurred as a result.
5. FEES, EXPENSES, MEDIA AND PAYMENT
5.1 Fee model.
Option A (monthly retainer): The Client shall pay the Agency the monthly retainer set out in Schedule 1, in advance, for the scope of Services set out in Schedule 2. Work outside that scope is chargeable at the rates in Schedule 1.
Option B (project fee): The Client shall pay the Agency the project fee set out in Schedule 1, invoiced against the milestones set out in the relevant Brief.
Option C (time and materials): The Client shall pay the Agency at the rates set out in Schedule 1 for time properly spent performing the Services, invoiced monthly in arrears against a summary of time spent.
5.2 Payment. The Agency shall invoice the Client as set out in Clause 5.1. The Client shall pay each undisputed invoice within [payment period (days, e.g. 30)] days of receipt. All amounts are exclusive of VAT, which the Client shall pay at the applicable rate against a valid VAT invoice.
5.3 Disputed invoices. If the Client disputes an invoice in good faith it shall notify the Agency within ten Business Days of receipt, giving reasons, and shall pay the undisputed part by the due date. The Parties shall resolve the disputed part promptly.
5.4 Late payment. If the Client fails to pay an undisputed invoice by the due date, the Agency may charge statutory interest and fixed compensation under the Late Payment of Commercial Debts (Interest) Act 1998.
Note: Statutory interest runs at 8 per cent per annum over the official dealing rate (Late Payment of Commercial Debts (Interest) Act 1998 s.6 and SI 2002/1675 art.4). The reference rate is fixed, not floating: the rate in force on 30 June applies to interest starting between 1 July and 31 December, and the rate in force on 31 December applies to interest starting between 1 January and 30 June. Fixed compensation of between 40 and 100 pounds per invoice is also payable depending on the size of the debt. Relying on the statutory right is usually stronger than drafting a contractual interest rate, which has to survive a reasonableness challenge.
5.5 Expenses. The Client shall reimburse expenses reasonably incurred by the Agency in performing the Services, provided that any single expense above [expense approval threshold (e.g. 250 pounds)] is approved by the Client in writing in advance. The Agency shall supply receipts on request.
5.6 Media and third party costs.
Option A (Agency buys as principal): The Agency contracts with media owners and third party suppliers in its own name and on its own account. The Agency is liable to those suppliers for their charges. The Agency shall invoice the Client for the cost of the Media and third party services plus the margin set out in Schedule 1. The Agency shall obtain the Client's written approval of each media plan and budget before committing to any spend.
Option B (Agency buys as disclosed agent): The Agency contracts with media owners and third party suppliers as the disclosed agent of the Client, and those contracts are between the Client and the supplier. The Agency shall pass through supplier charges to the Client at net cost, without mark-up and net of any rebate, discount, or commission the Agency receives, and shall invoice the Client the agency commission set out in Schedule 1. The Agency shall obtain the Client's written approval of each media plan and budget before committing the Client to any spend, and shall supply copies of supplier invoices on request.
Note: This is the most consequential choice in the Agreement. Under Option A the Agency carries the credit risk: if the Client does not pay, the Agency still owes the media owner. Agencies price that risk into the margin. Under Option B the Client carries the contract and the risk, pays less, but is directly exposed to the media owner and needs to check what rebates the Agency receives. Option B also changes the VAT treatment, because the Agency accounts for VAT on its commission rather than on the gross media spend. Pick one and delete the other. Do not leave both in.
6. INTELLECTUAL PROPERTY
6.1 Ownership of Deliverables.
Option A (assignment to the Client): The Agency assigns to the Client, with full title guarantee and by way of present and future assignment, all right, title, and interest in the Intellectual Property Rights in the Deliverables. The assignment takes effect on payment in full of the Fees relating to the relevant Deliverable. Until then the Client has a licence to use the Deliverable for the purpose of reviewing and approving it only.
Option B (licence to the Client): The Agency retains ownership of the Intellectual Property Rights in the Deliverables and grants the Client, on payment in full of the Fees relating to the relevant Deliverable, a perpetual, irrevocable, worldwide, non-exclusive, royalty-free licence to use, reproduce, modify, and publish the Deliverable for the Client's own business purposes, with the right to sub-licence to its group companies and to suppliers acting on its behalf.
Note: Option A is the market default for bespoke campaign work and is what most clients expect when they commission creative. Option B is common where the Agency reuses a proprietary format across clients, and can support a lower fee. Under either Option, section 90(3) of the Copyright, Designs and Patents Act 1988 requires an assignment of copyright to be in writing and signed by the assignor: signing this Agreement satisfies that requirement for the Agency's own rights. Tying transfer to payment gives the Agency real leverage on an unpaid invoice.
6.2 Agency Background IPR. The Agency retains ownership of Agency Background IPR. Where a Deliverable incorporates Agency Background IPR, the Agency grants the Client a perpetual, irrevocable, worldwide, non-exclusive, royalty-free licence to use that Agency Background IPR to the extent necessary to use the Deliverable for the purpose for which it was created.
6.3 Rights from personnel and subcontractors. The Agency warrants that it has obtained, and shall obtain, from every employee, subcontractor, freelancer, and contributor involved in creating a Deliverable a written assignment of the Intellectual Property Rights in their contribution and a written waiver of their moral rights, in each case sufficient to allow the Agency to grant the Client the rights set out in this Clause 6.
Note: This is the clause that fails most often in practice. Under section 11(1) of the Copyright, Designs and Patents Act 1988 the author of a work is its first owner, and the employee exception in section 11(2) does not cover freelancers. So a freelance designer or copywriter owns their work until they sign it away in writing. An agency that has not collected those assignments cannot give the Client what Clause 6.1 promises, however the Agreement is worded. Agencies should check their freelancer paperwork before signing this.
6.4 Moral rights. The Agency waives, and shall procure that its personnel waive, the moral rights conferred by Chapter IV of the Copyright, Designs and Patents Act 1988 in the Deliverables, to the extent permitted by law.
Note: A moral rights waiver must be made by an instrument in writing signed by the person giving up the right (section 87(2) of the Copyright, Designs and Patents Act 1988). The Agency signing this Agreement waives its own moral rights, but it cannot waive its freelancers' moral rights on their behalf: that is why Clause 6.3 requires the Agency to collect signed waivers from them separately.
6.5 Third Party Materials. The Agency shall identify in writing any Third Party Materials incorporated into a Deliverable, together with the scope of the licence obtained, before the Deliverable is approved. The Client's rights in Third Party Materials are limited to the terms of the underlying third party licence. Unless the relevant Brief states otherwise, the Agency shall obtain licences covering use [third party licence scope (media, territory, and duration, e.g. all digital media, united kingdom, two years)].
Note: Stock imagery, music, fonts, and talent performances are almost always licensed for a limited set of media, a territory, and a period. Reusing a campaign after the licence expires, or pushing it into a channel the licence never covered, is a common and expensive claim. Agreeing the scope up front means the Client knows what it can do with the work and for how long.
6.6 Client Materials. The Client retains ownership of Client Materials. Nothing in this Agreement transfers any right in the Client's trade marks or brand assets to the Agency, other than the licence in Clause 4.3.
6.7 Credit and portfolio use. The Agency may identify the Client as a client and display the Deliverables in its portfolio, credentials, and award submissions, provided it does not disclose the Client's Confidential Information. The Client may withdraw this permission for any specific Deliverable by written notice. This Clause 6.7 [portfolio rights (state 'applies' or 'does not apply')].
7. ADVERTISING COMPLIANCE
7.1 Agency responsibility. The Agency shall prepare the Deliverables so that, in their creative execution, they comply with the UK Code of Non-broadcast Advertising and Direct and Promotional Marketing (the CAP Code) and, where relevant, the UK Code of Broadcast Advertising (the BCAP Code), and with applicable advertising law.
7.2 Client responsibility. The Client is responsible for the accuracy of Client Materials and for the truth of any claim it asks the Agency to make about its products, services, or business. The Client shall supply documentary substantiation for every objective claim before the relevant Deliverable is published, and shall notify the Agency promptly if any claim ceases to be accurate.
Note: The split in Clauses 7.1 and 7.2 tracks how claims actually go wrong. The Agency controls how a claim is presented; only the Client knows whether the claim is true. The advertising codes require objective claims to be held up by documentary evidence before publication, and the party that owns the product is the party that can produce it.
7.3 Clearance. Where a Deliverable requires pre-clearance before broadcast or publication, the Party identified in the relevant Brief shall obtain it. Neither Party shall publish a Deliverable that has failed clearance.
7.4 Regulatory action. Each Party shall notify the other promptly of any complaint, investigation, or ruling by the Advertising Standards Authority, the Competition and Markets Authority, or any other regulator concerning a Deliverable, and shall co-operate in responding to it.
Note: Advertising to consumers is regulated by Chapter 1 of Part 4 of the Digital Markets, Competition and Consumers Act 2024, which came into force on 6 April 2025 and replaced the Consumer Protection from Unfair Trading Regulations 2008. Misleading actions are covered by section 226, including true information presented in a misleading way, and misleading omissions by section 227. The Competition and Markets Authority can now enforce directly and impose substantial fines, so a misleading claim is no longer only a matter for the Advertising Standards Authority.
8. CONFIDENTIALITY
8.1 Each Party shall keep the other's Confidential Information confidential, use it only to perform this Agreement, and disclose it only to those of its personnel, subcontractors, and advisers who need it for that purpose and who are bound by equivalent obligations. These obligations do not apply to information that is or becomes public through no breach of this Agreement, was already lawfully held free of restriction, is independently developed without use of the other Party's Confidential Information, or is required to be disclosed by law, a court, or a regulator, provided that the disclosing Party gives what notice it lawfully can. These obligations continue for three years after this Agreement ends, and indefinitely for information that is a trade secret.
9. DATA PROTECTION
9.1 Application.
Option A (no Client Personal Data): The Agency will not process Personal Data on the Client's behalf. If that changes, the Parties shall agree and sign data processing terms meeting the requirements of Article 28 of the UK GDPR before any processing begins.
Option B (Agency acts as processor): The Agency processes Personal Data on the Client's behalf. The Client is the controller and the Agency is the processor. The processing details required by Article 28(3) of the UK GDPR are set out in Part G of Schedule 1, and Clauses 9.2 to 9.4 apply.
Note: Option B applies more often than agencies expect. Running an email campaign against the Client's customer list, managing a CRM integration, handling competition entries, or building a custom audience from Client data are all processing on the Client's behalf. If any of that is in scope, choose Option B and complete Part G of Schedule 1.
9.2 Processor obligations. Where Option B applies, the Agency shall:
(a) process Personal Data only on the Client's documented instructions, including in relation to transfers outside the United Kingdom, unless required to do otherwise by law, in which case it shall inform the Client first unless the law prohibits it;
(b) ensure that personnel authorised to process the Personal Data are bound by a duty of confidentiality;
(c) implement the technical and organisational measures required by Article 32 of the UK GDPR;
(d) not engage a sub-processor without the Client's prior written authorisation, and shall impose on any authorised sub-processor the same obligations as those in this Clause 9;
(e) assist the Client, taking into account the nature of the processing, in responding to requests from data subjects exercising their rights under Articles 15 to 22 of the UK GDPR;
(f) assist the Client in complying with its obligations under Articles 32 to 36 of the UK GDPR, including security, breach notification, and data protection impact assessments;
(g) at the Client's election, delete or return all Personal Data at the end of the Services and delete all existing copies, unless required by law to retain them; and
(h) make available to the Client all information necessary to demonstrate compliance with Article 28 of the UK GDPR, and allow for and contribute to audits and inspections conducted by the Client or an auditor it mandates.
9.3 Breach notification. The Agency shall notify the Client without undue delay, and in any event within [breach notification period (hours, e.g. 48)] hours, of becoming aware of a personal data breach affecting Personal Data processed on the Client's behalf, and shall include the nature of the breach, the categories and approximate numbers affected, the likely consequences, and the measures taken or proposed.
Note: The eight obligations in Clause 9.2 are the mandatory items in Article 28(3)(a) to (h) of the UK GDPR. The audit right in item (h) is the one most often left out of agency contracts. The notification window in Clause 9.3 is a contractual addition supporting item (f), not a ninth statutory item: the Client's own regulatory deadline is 72 hours from becoming aware, so a shorter window from the Agency leaves the Client time to assess before reporting.
9.4 Direct marketing. Where the Services include sending marketing communications by electronic mail, the Client shall ensure that a valid lawful basis exists for each recipient, and shall supply the Agency with the consent or soft opt-in records on request. The Agency shall include a simple means of refusing further communications in every message it sends.
Note: Regulation 22 of the Privacy and Electronic Communications (EC Directive) Regulations 2003 prohibits unsolicited marketing email to individual subscribers without consent. The soft opt-in in regulation 22(3) allows it where the address was obtained during negotiations for a sale, the marketing is for similar products or services, and a free means of refusing is given each time. A separate exception for registered charities was added as regulation 22(3A) by the Data (Use and Access) Act 2025 with effect from 5 February 2026. The Client holds the consent records, so the Client has to stand behind the lawful basis.
10. WARRANTIES
10.1 Each Party warrants that it has the authority to enter into this Agreement and to perform its obligations under it.
10.2 The Agency warrants that the Deliverables, excluding Client Materials and Third Party Materials used within the scope of their licences, will not infringe the Intellectual Property Rights of any third party, and that it has the rights necessary to grant the rights set out in Clause 6.
10.3 The Client warrants that the Client Materials, and any claim it asks the Agency to make, will not infringe the rights of any third party and will not be false or misleading, and that it holds substantiation for every objective claim.
10.4 Insurance. The Agency shall maintain professional indemnity insurance of not less than [professional indemnity insurance level (or state 'not required')] for the term of this Agreement and shall supply evidence of cover on reasonable request.
Note: No statute requires an agency to carry professional indemnity cover. Larger clients ask for it as a matter of procurement policy, commonly at one or two million pounds. Smaller agencies and freelancers often do not hold it, so check before writing a figure in: an insurance warranty the Agency cannot meet is a breach on the day of signature. Enter 'not required' to switch this off.
11. LIMITATION OF LIABILITY
11.1 Uncapped liabilities. Nothing in this Agreement limits or excludes either Party's liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded.
Note: Under section 2(1) of the Unfair Contract Terms Act 1977, a party cannot exclude or restrict liability for death or personal injury resulting from negligence. That carve-out is mandatory in every commercial contract.
11.2 Excluded losses. Subject to Clause 11.1, neither Party is liable for loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill, or any indirect or consequential loss.
11.3 Cap. Subject to Clause 11.1, each Party's total aggregate liability arising out of or in connection with this Agreement shall not exceed [liability cap multiplier (e.g. one times)] the total Fees paid or payable by the Client in the twelve months immediately preceding the event giving rise to the claim. The cap does not apply to (a) the Client's obligation to pay undisputed Fees properly invoiced under this Agreement, or (b) any liability under Clause 11.1.
Note: One times the fees paid in the preceding twelve months is the common position in UK small business services agreements, with two times used for higher-risk work. Media spend is the complication: under Option A of Clause 5.6 the Agency invoices media cost as well as fees, and a cap built on Fees alone will not reach a mishandled media budget. If media spend is large relative to fees, consider whether the cap should be calculated on fees plus media, or whether media should carry a separate sub-cap. Parties often lift the cap for breach of confidentiality, breach of data protection obligations, or the IP infringement warranty in Clause 10.2. Any change here should be checked against Clause 11.2, so that widening the cap is not cancelled out by the exclusion of loss of profit.
11.4 The exclusions and limits in this Clause 11 are reasonable given the Fees payable and the allocation of risk between the Parties, and each Party has had the opportunity to take independent advice.
12. TERMINATION AND HANDOVER
12.1 Termination for convenience. After the Initial Term, either Party may terminate this Agreement on not less than [termination notice period (days, e.g. 30)] days' written notice to the other.
12.2 Termination for cause. Either Party may terminate this Agreement immediately by written notice if the other:
(a) commits a material breach which is irremediable, or which is remediable and is not remedied within 30 days of written notice requiring it to be remedied;
(b) is unable to pay its debts as they fall due within the meaning of section 123 of the Insolvency Act 1986 (where the other is a company) or section 268 of that Act (where the other is an individual);
(c) being a company, enters administration, receivership, or liquidation other than for a solvent reconstruction, proposes a company voluntary arrangement, obtains a moratorium under Part A1 of the Insolvency Act 1986, or proposes a scheme of arrangement or restructuring plan under Part 26 or Part 26A of the Companies Act 2006;
(d) being an individual or a sole trader, proposes an individual voluntary arrangement under Part VIII of the Insolvency Act 1986, or has a bankruptcy petition presented or a bankruptcy order made against them; or
(e) ceases, or threatens to cease, to carry on all or a substantial part of its business.
Note: Limbs (c) and (d) are separated because many marketing agencies are sole traders or partnerships rather than companies. A clause that refers only to administration and liquidation does not catch an individual who becomes bankrupt, which leaves the Client with no exit.
12.3 Consequences. On termination or expiry the Client shall pay for all Services performed and all commitments properly made on the Client's behalf up to the effective date of termination, including media commitments that cannot be cancelled without charge.
12.4 Handover. On termination or expiry of this Agreement, or earlier on request, the Agency shall promptly:
(a) return or, at the Client's election, irretrievably destroy all Confidential Information of the Client, including copies;
(b) deliver to the Client all Deliverables and, where the Client owns them under Clause 6, the working files, source files, and editable artwork for them;
(c) transfer to the Client, or to an incoming agency the Client nominates, administrative control of any advertising, analytics, social media, or domain account operated by the Agency for the Client, together with any associated credentials;
(d) revoke or transfer all access the Agency and its personnel have to the Client's systems, accounts, credentials, shared drives, and communication channels;
(e) co-operate reasonably in the transfer or novation of third party contracts held for the Client, subject to the third party's consent; and
(f) certify in writing that it has complied with this Clause 12.4 if the Client requests.
Note: Item (c) is the one clients forget until they need it. Advertising and analytics accounts are often opened in the agency's name, and the campaign history, audience lists, and conversion tracking inside them can be worth more than the creative. Agreeing the transfer now avoids a hostage negotiation at the end. Where an account cannot be transferred under the platform's own terms, the practical fallback is for the Client to own the account from the start and grant the Agency access to it.
12.5 Survival. Clauses 6, 8, 9, 11, 12.3, 12.4, and 13, and any other provision intended to survive, continue after this Agreement ends.
13. GENERAL
13.1 Entire agreement. This Agreement, its Schedules, and any agreed Brief are the entire agreement between the Parties and supersede all previous agreements and understandings relating to their subject matter. Each Party acknowledges that it has not relied on any statement or representation not set out in this Agreement. Nothing in this Clause 13.1 limits or excludes liability for fraudulent misrepresentation.
Note: Under section 3 of the Misrepresentation Act 1967, any term excluding liability for misrepresentation is subject to the reasonableness test in the Unfair Contract Terms Act 1977. An entire agreement clause does not automatically wipe out pre-contractual statements, and it can never exclude fraud. In an agency relationship the statements that matter are usually made in the pitch, so keep a note of which pitch promises the Parties intended to be binding and write them into Schedule 2.
13.2 Assignment. Neither Party may assign or otherwise transfer its rights or obligations under this Agreement without the other's prior written consent, which shall not be unreasonably withheld. Either Party may assign to a purchaser of all or substantially all of its business on written notice.
13.3 Variation. No variation of this Agreement is effective unless it is in writing and signed by both Parties.
13.4 Waiver and severance. A failure or delay in exercising a right does not waive it. If any provision is or becomes invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it enforceable, or if that is not possible, deleted, and the rest of this Agreement continues in force.
13.5 Third party rights. No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to it.
13.6 Notices. Notices shall be in writing and sent to the recipient's registered office or to the contact below, and are deemed received on delivery if delivered by hand, at 9.00 am on the second Business Day after posting if sent by pre-paid first class post, or at the time of transmission if sent by email during Business Hours on a Business Day (otherwise when Business Hours next resume). For the Client: [notice contact name of the client], [notice email address of the client]. For the Agency: [notice contact name of the agency], [notice email address of the agency].
13.7 Governing law and jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it, including any non-contractual dispute or claim, is governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.
SIGNED BY THE PARTIES
For and on behalf of the Client
Signature:
Name: [signatory name of the client]
Title: [signatory title of the client (e.g. director)]
Date: [signature date of the client]
For and on behalf of the Agency
Signature:
Name: [signatory name of the agency]
Title: [signatory title of the agency (e.g. director)]
Date: [signature date of the agency]
SCHEDULE 1 - KEY COMMERCIAL TERMS
Part A - Parties and Term
Effective Date: [effective date]
Client: [full legal name of the client]
Agency: [full legal name of the agency]
Initial Term (Clause 2.2): [initial term (e.g. twelve months)]
Termination notice period (Clause 12.1): [termination notice period (days, e.g. 30)]
Part B - Appointment
Exclusivity option chosen (Clause 2.3): [exclusivity option chosen (a or b)]
Exclusive scope, if Option B: [exclusive scope (e.g. paid social media buying in the united kingdom)]
Restricted competitors (Clause 2.4): [named competitors of the client (or state 'none' if no restriction applies)]
Part C - Approvals and Revisions
Approval response period (Clause 4.1): [approval response period (business days)]
Revision rounds included (Clause 4.2): [number of revision rounds (e.g. two)]
Rate for additional revisions: [additional revision rate (e.g. 95 pounds per hour)]
Part D - Fees and Payment
Fee model chosen (Clause 5.1): [fee model option chosen (a, b, or c)]
Monthly retainer, if Option A: [monthly retainer amount]
Project fee, if Option B: [project fee amount]
Rates, if Option C: [time and materials rates]
Payment period (Clause 5.2): [payment period (days, e.g. 30)]
Expense approval threshold (Clause 5.5): [expense approval threshold (e.g. 250 pounds)]
Part E - Media and Third Party Costs
Media option chosen (Clause 5.6): [media option chosen (a or b)]
Agency margin, if Option A: [media margin percentage]
Agency commission, if Option B: [agency commission percentage]
Part F - Intellectual Property, Compliance and Liability
IP option chosen (Clause 6.1): [ip option chosen (a or b)]
Third party licence scope (Clause 6.5): [third party licence scope (media, territory, and duration, e.g. all digital media, united kingdom, two years)]
Portfolio rights (Clause 6.7): [portfolio rights (state 'applies' or 'does not apply')]
Professional indemnity insurance (Clause 10.4): [professional indemnity insurance level (or state 'not required')]
Liability cap multiplier (Clause 11.3): [liability cap multiplier (e.g. one times)]
Part G - Data Protection (Article 28 Processing Details)
Data protection option chosen (Clause 9.1): [data protection option chosen (a - no processing of client personal data, or b - agency acts as data processor)]
If Option B, the following five fields are mandatory under Article 28(3) of the UK GDPR:
Subject matter of processing: [subject matter of processing (e.g. delivery of email marketing campaigns)]
Duration of processing: [duration of processing (e.g. the term of the agreement, until deletion on termination)]
Nature and purpose of processing: [nature and purpose of processing (e.g. sending marketing emails to the client's customer list)]
Types of Personal Data: [types of personal data (e.g. names, email addresses, and engagement data of the client's customers)]
Categories of data subjects: [categories of data subjects (e.g. the client's customers and prospects)]
Sub-processors approved (Clause 9.2(d)): [approved sub-processors (or state 'none approved at the date of signing')]
Breach notification period (Clause 9.3): [breach notification period (hours, e.g. 48)]
SCHEDULE 2 - SERVICES AND DELIVERABLES
Note: Describe the standing scope of work here. Campaign-specific detail belongs in a Brief under Clause 3.2. Be concrete about what is included, because Clause 5.1 charges anything outside this scope as additional work.
1. Services
[description of the services (e.g. brand strategy, creative concepting, content production, paid social media planning and buying, monthly performance reporting)]
2. Deliverables and timings
[list of deliverables and the dates or frequency for each (e.g. one campaign concept per quarter, twelve social assets per month, monthly performance report by the fifth working day)]
3. Channels and territory
[channels and territory covered (e.g. meta, tiktok, and google ads in the united kingdom and ireland)]
4. Client dependencies
[what the client must supply and by when (e.g. product imagery, brand guidelines, claim substantiation, named approver)]
5. Key personnel and reporting
[named agency personnel, the client's approver, and the reporting or review cadence]
About this template
What is this template?
Marketing Agency Agreement (UK) is a free, ready-to-use Commercial Contracts template you can open, customize, and download on GitLaw. It gives you a professionally structured starting point, so you never have to draft from a blank page. The wording is plain and modern, organized into clear sections that are easy to read, edit, and adapt to your own situation before you share or sign it.
When should you use it?
Reach for this Commercial Contracts template whenever you need a reliable agreement quickly and want to be sure the essentials are covered. It suits individuals, freelancers, startups, and established businesses alike. Instead of paying for a document drafted from scratch, you can start here, tailor the details to your arrangement, and have a polished draft ready in minutes. This version is drafted with England & Wales in mind, though you should always review the final wording against the laws that apply to you.
What's typically included?
A well-drafted Commercial Contracts usually sets out the parties involved, the scope of the agreement, and each side's rights and responsibilities. Expect sections covering key terms and definitions, how long the agreement lasts, how it can be ended, and what happens if something goes wrong. This template brings those building blocks together in a sensible order, so you can focus on the specifics rather than worrying about what to include. Open it to read the full document, then sign up to edit, negotiate, and e-sign it directly in GitLaw.