Marketing Agency Agreement (UK)

Open Legal LibraryUpdated 11 Aug 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.

This is a preview. The full template is free on GitLaw.

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About this template

What is this template?

This is a services agreement specifically for the advertising and marketing sector, including provisions for creative revisions and media buying risk. It is not a generic master services agreement; it contains specific clauses for advertising regulatory compliance, moral rights waivers under UK law, and the handover of digital analytics accounts. The document features a modular Schedule 1 to select fee models, IP ownership structures, and data processing roles.

When should you use it?

Use this when a business appoints an agency for creative work, media planning, or digital marketing where the agency may handle personal data or third-party licences. If the arrangement is for a one-off consultancy project without ongoing media management or digital account operation, use a generic service agreement instead.

What's inside

ClauseNameWhat it does
2.3ExclusivityAllows the Parties to choose between a non-exclusive appointment or exclusive supplier status for a specific defined scope during the Initial Term.
4.1ApprovalsRequires the Client to approve or reject Deliverables within a specified number of Business Days or they are treated as approved.
5.6Media and third party costsProvides options for the Agency to buy media either as a principal with a margin or as a disclosed agent with commission.
6.1Ownership of DeliverablesSets options for IP assignment to the Client upon full payment or a perpetual licence if the Agency retains ownership.
7.1Advertising responsibilityObliges the Agency to ensure creative execution complies with the CAP Code and BCAP Code and applicable UK advertising law.
9.2Data processingLists eight mandatory processor obligations required by Article 28(3) of the UK GDPR including audit rights and data subject assistance.
10.4Professional indemnity insuranceRequires the Agency to maintain a specific level of professional indemnity insurance cover throughout the term of the Agreement.
11.3CapLimits aggregate liability to a multiplier of the total Fees paid in the twelve months preceding a claim.
12.4HandoverObliges the Agency to transfer administrative control of advertising, analytics, and social media accounts to the Client upon termination.

Who it's for

  • a UK marketing agency providing creative production or social media management to business clients
  • a company engaging a digital agency to manage paid social media buying and performance reporting
  • an agency acting as a data processor for a client's customer lists and email marketing
  • an advertising supplier managing UK-based broadcast or non-broadcast campaigns subject to the CAP code

How long it runs and how it's signed

How long
Runs until someone ends it
Stated duration
[initial term (e.g. twelve months)]
Notice to end it
[termination notice period (days, e.g. 30)]
Survives the end
Intellectual Property, Confidentiality, Data Protection, Limitation of Liability, Termination and Handover, General
Signed by
Client, Agency
Witness
Not required
Notarisation
Not required

Law it's drafted under

Refers to
United Kingdom General Data Protection Regulation
Refers to
Data Protection Act 2018
Governed by
Late Payment of Commercial Debts (Interest) Act 1998
Refers to
Copyright, Designs and Patents Act 1988
Refers to
Digital Markets, Competition and Consumers Act 2024
Refers to
Privacy and Electronic Communications (EC Directive) Regulations 2003

England & Wales note

This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.

Jurisdiction
England & Wales
Document info
GitLaw document. Document created on Thu Jul 30th, 2026. Last updated on Tue Aug 11th, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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