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Key takeaways
- Check nine clauses: scope, term, notice, ownership, ad spend, fees, reporting, performance review and exit.
- You should own your ad accounts, website, domain, content and data, with the agency added as a user.
- Ad spend should be billed to you directly by the platforms, separate from the management fee.
- A clear notice period and handover clause protect both sides when the engagement ends.
Quick answer
Before you sign a marketing agency contract, check nine clauses: scope of work, term, notice period, account and asset ownership, ad spend handling, fees and invoicing, reporting, performance review and exit or handover. The most important is ownership: your business should own its ad accounts, website, content and data.
The contract terms you sign with a digital marketing agency determine how much control and protection you have if things go wrong. Here are the most important clauses to read carefully, and negotiate if needed, before signing anything.
Marketing Agency Contract Checklist: 9 Clauses
Use this checklist when you read any marketing agency contract. Each clause is covered in more detail below.
| Clause | What it should say | Red flag |
|---|---|---|
| 1. Scope of work | Deliverables per channel per month | "Digital marketing services" with no detail |
| 2. Term | A minimum term with review points | Long lock-in with no review |
| 3. Notice period | A fixed notice period in writing | Notice longer than the term warrants, or none stated |
| 4. Account and asset ownership | You own ad accounts, website, content and data | Accounts created under the agency's name |
| 5. Ad spend handling | Ad spend billed to you directly by the platforms | Ad spend bundled into one fee with no breakdown |
| 6. Fees and invoicing | Fixed fee, setup fees and payment terms listed | Fees that can change without notice |
| 7. Reporting | Report date, format and KPIs | Reporting "as needed" |
| 8. Performance review | Agreed targets and what happens if they are missed | No targets anywhere in the agreement |
| 9. Exit and handover | Handover of accounts, files and logins on exit | No handover process |
Account and Asset Ownership
This is the most important clause in any agency contract. You must own all of the following:
Your Google Ads account, your Meta Business Manager and ad accounts, your website files and database, your domain name, all content created on your behalf (blog posts, graphics, videos), and any tools or software subscriptions set up in your name.
If an agency insists on owning your ad accounts 'for operational reasons,' walk away. Losing access to years of campaign data when you change agencies is enormously costly and damaging. If the agency will handle customer data such as leads or email lists, the contract should also say how it complies with the Data Privacy Act of 2012.
- Confirm: 'Client owns all ad accounts, creative assets, website files, and data', in writing
- Confirm: client has admin-level access to Google Ads, Meta Business Manager, Google Analytics
- Confirm: on termination, agency transfers all assets within X days
- Confirm: domain is registered in your name (check WHOIS to verify)
Minimum Term and Exit Conditions
Most agencies require a minimum engagement period, typically 3–6 months. This is reasonable because digital marketing takes time to show results. What to watch for:
- 3 months minimum: fair for most services
- 6 months minimum with clear performance benchmarks: acceptable
- 12 months with no exit clause: problematic: insist on a performance review at month 6
- Auto-renewal clauses: make sure you know when the renewal kicks in and how to opt out
- Notice period: 30 days' notice for cancellation is standard; more than 60 days is excessive
Scope of Work and Deliverables
Every month, you should receive a defined set of deliverables. If the contract only says 'digital marketing services' without specifics, you have no basis to measure performance or challenge underdelivery. Insist on:
- Specific monthly deliverables listed for each channel (number of posts, articles, campaigns)
- Named contact responsible for your account
- Response time SLA (typically 24 hours for email, 4 hours for urgent matters)
- Reporting schedule and format specified
- Clear definition of what ad spend is and is not included
Performance Clauses
The best agencies are willing to put performance benchmarks in writing because they're confident in their execution. These don't need to be guaranteed results, just agreed targets with a review mechanism.
A reasonable performance clause might read: 'If organic traffic does not increase by at least 20% by month 6, both parties will conduct a strategy review, and client may terminate with 30 days' notice.' This is reasonable and protects both parties.
Fees, Invoicing, and Ad Spend
Make sure the contract clearly distinguishes:
• Management fee (what you pay the agency), fixed monthly amount • Ad spend (what you pay to platforms), separate, billed directly or reimbursed • Any setup fees or one-time charges, due at contract signing or project start • Late payment terms, standard is 30 days; penalties should be reasonable • Fee review process, when and how fees can be revised during the engagement
Confidentiality and Non-Solicitation
These clauses protect both parties. You want confidentiality to protect your business data. The agency wants non-solicitation to prevent you from directly hiring their staff. Both are standard and reasonable, just ensure the duration is appropriate (12 months post-engagement is standard for non-solicitation).
Contract Red Flags
- No list of deliverables, only a monthly fee
- Ad accounts, domain or website hosting registered to the agency
- Automatic renewal for a long term without a reminder
- A fee that covers ad spend with no split
- No exit or handover clause
Sample Notice and Exit Wording
These examples show the kind of wording to look for. Have your own lawyer adapt them to your agreement.
Notice: "Either party may end this agreement by giving 30 days' written notice. Fees are payable up to the end of the notice period."
Handover: "On termination, the agency will, within 14 days, remove its access, transfer admin rights to all ad accounts, analytics, website and content files to the client, and provide a written summary of active campaigns."
Many of these points can be settled on the first call. Our guide on how to choose a digital marketing agency lists the questions to ask, what a monthly retainer should include helps you check the scope, and our onboarding guide shows what happens after you sign with BX.
Frequently asked questions
Should I get a lawyer to review my agency contract?
For contracts over ₱500,000 in total value, a brief legal review is worthwhile. For smaller contracts, understanding the key clauses yourself, especially ownership, exit terms, and deliverables, is usually sufficient.
Is it normal for agencies to have non-compete clauses in their contracts?
Some agencies include clauses preventing them from working with your direct competitors during your engagement. This protects you but limits their client pool. More common is a confidentiality clause. True exclusivity is usually negotiated at premium pricing.
Can I negotiate contract terms?
Yes. Especially if you're offering a larger budget or longer commitment. Minimum terms, notice periods, and deliverable scope are all negotiable. Performance benchmarks are the most impactful term to negotiate.
How we wrote this guide
We reviewed the service scope and trade-offs from our hands-on work. Our guides explain costs, limitations, and what to ask before choosing a provider. See our process.
About the author
Tim Alcantara
Tim Alcantara is a Digital Marketing Consultant at BX Digital Marketing, a Taguig-based agency that runs SEO, Google Ads and Meta Ads for clients in the Philippines, Australia, the United States, Canada, the United Kingdom and Singapore.
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