Marketing services agreement template
An agency runs campaigns: scope, ad spend paid separately, approvals, reporting and account ownership. A sample contract you can read in full, edit in QuoteBill and sign online with a secure link.
Sample — review with a lawyer · Simple electronic signature with an audit trail
Who it is for
For a marketing agency or freelancer and the business whose campaigns they run: which channels, who pays the platforms, how plans are approved, what is reported and who owns the accounts and creative.
Customer data and tracking are not covered: where the campaigns use personal data, add the data-protection terms the law where you operate requires.
What it covers
15 clauses, in this order. Each one is in the sample text below, and you can edit, remove or add clauses before you send.
1. Purpose
What the agreement is for: the Client hires the Agency to plan, run and report on marketing campaigns, while business decisions and the brand stay with the Client.
2. Scope and channels
A blank where you describe the services, and one for the channels the campaigns run on. Other channels, extra creative and website changes are outside the agreement unless both sides add them with a fee.
3. Campaign plan and approvals
The Agency sends a plan before each campaign. The Client approves it and each new piece of creative within a set number of business days; nothing is published or spent without approval. Routine optimisation needs none.
4. Advertising spend
What is paid to the platforms is separate from the fees and not in the price schedule. You choose who pays it and how; a monthly budget is set and may be exceeded only by a set percentage with approval.
5. Account access
The Client grants access through named user roles and keeps the accounts in its own name. The Agency uses the access only for the work, protects its credentials and loses access when the agreement ends.
6. Reporting
A monthly report per channel by a set day: spend, results against the agreed indicators, changes made and what comes next, reviewed in a regular meeting. The Client may ask for the platforms’ raw data.
7. No guaranteed results
Results depend on the market, the offer, competitors and the platforms. The Agency promises professional care, not a particular ranking, traffic, leads, conversions, revenue or return on spend.
8. Client cooperation and content
The Client supplies brand guidelines, product information, images, legal notices and decisions on time, and answers for their accuracy, lawfulness and the offers the campaigns lead to.
9. Fees and payment
The fees come from the price schedule and are owed whatever the campaigns achieve. A late payment lets the Agency pause the campaigns; committed ad spend stays with the Client.
10. Ownership of assets and accounts
Accounts, data, customer lists, brand and website belong to the Client; creative made for it passes to it once paid. The Agency keeps its methods and tools and may name the Client as a reference unless it objects.
11. Confidentiality
Each side keeps the other’s non-public information private, including budgets, results, customer data and fees, during the agreement and for a set number of years afterwards.
12. Term and notice
An initial term of a set number of months, then month by month until either side gives a set notice. At the end the campaigns are paused and plans, creative, access and a final report are handed over.
13. Liability
Each side’s liability is limited to the fees of a set recent period, not counting ad spend, except for intent, gross negligence and personal injury. Platform suspensions the Agency did not cause are not its fault.
14. Independent parties
Both sides are independent businesses. The agreement creates no employment, partnership or agency, and the Agency commits the Client only to advertising within the approved budget.
15. Governing law and disputes
The law you name applies. The sides first try to settle a dispute in good faith, and otherwise the courts you name decide.
A price schedule (items, quantities and prices) is part of this contract. It starts empty, in your currency, and the clauses on fees and payment point to it.
The sample text
The whole sample, as QuoteBill starts it. Text in double square brackets, like [[10]], is a blank to fill in or check, and QuoteBill does not let you send a contract while one is left. The clause text is written in English, Korean, Japanese and German; in other languages a contract starts in English for you to translate.
Read the sample text
Marketing Services Agreement
Parties: Agency · Client
1. Purpose
The Client engages the Agency to plan, run and report on marketing campaigns as described in this agreement, and the Agency accepts the engagement on its terms. The Agency works with the care and skill of a professional marketing provider; it does not take over the Client’s business decisions or its brand.
2. Scope and channels
The Agency provides the following services:
[[Describe the services and deliverables]]
The campaigns run on these channels: [[Channels, e.g. search ads, social media ads, email, content]]
Work on other channels, new creative beyond the agreed volume, website changes and anything else not listed is outside this agreement unless the parties agree on it, with its fee, in writing or in electronic form.
3. Campaign plan and approvals
Before a campaign starts, the Agency sends the Client a plan with the objectives, target groups, channels, budget split, schedule and the creative to be used. The Client approves the plan and each new piece of creative in writing or in electronic form within [[3]] business days; nothing is published or spent without that approval.
Routine optimisation within an approved plan (bids, keywords, audience adjustments, pausing weak ads) needs no further approval. If the Client does not respond in time, the schedule moves accordingly.
4. Advertising spend
Advertising spend (the amounts paid to advertising platforms, publishers and other media) is separate from the Agency’s fees and is not part of the price schedule. The Client pays it [[directly to the platforms from its own accounts and payment methods / to the Agency in advance, and the Agency passes it on at cost without mark-up]].
The monthly budget is [[Amount and currency]]. The Agency does not exceed it by more than [[10]]% in any month without the Client’s approval in writing or in electronic form. Platform fees, taxes and currency differences charged by the platforms are part of the advertising spend.
5. Account access
The Client gives the Agency access to the advertising accounts, analytics, website and other tools the services need, through named user roles with the permissions required and no more, and keeps the accounts, billing and ownership in its own name.
The Agency uses the access only for the services, keeps its credentials confidential, uses two-factor authentication where the tool offers it and tells the Client without delay of any suspected misuse. Where an account has to be opened for the Client, the Agency opens it in the Client’s name.
On termination, the Client removes the Agency’s access and the Agency returns any credentials it holds.
6. Reporting
By the [[10th]] day of each month, the Agency sends a report for the previous month showing, per channel, the advertising spend, the results against the agreed indicators ([[e.g. leads, cost per lead, revenue, impressions]]), what was changed and what the Agency recommends next. The parties meet [[monthly]] to review it. The Client may ask for the underlying data from the platforms at any time.
7. No guaranteed results
Marketing results depend on the market, the Client’s offer and pricing, competitors, the platforms’ algorithms and policies, and other factors outside the Agency’s control. The Agency therefore promises to perform the services with professional skill and care, but not any particular ranking, traffic, number of leads, conversion rate, revenue or return on advertising spend. Targets in the plan are objectives, not commitments.
8. Client cooperation and content
The Client provides on time the brand guidelines, product information, prices, images, legal notices, access and decisions the Agency needs, and makes sure that the information and materials it supplies are accurate, lawful and free of third-party rights that would prevent their use. The Client is responsible for the claims made about its own products and for the landing pages and offers the campaigns lead to.
9. Fees and payment
The Client pays the fees shown in the price schedule of this contract ([[a monthly retainer / a project fee / a fee per campaign]]) on the payment terms stated in this contract. The fees are payable regardless of the results of the campaigns. If a payment is more than [[7]] days late, the Agency may pause the campaigns after notifying the Client; the Client remains responsible for advertising spend already committed.
10. Ownership of assets and accounts
The Client owns its advertising accounts with their data and history, its customer lists, its brand and its website.
When the Client has paid the fees for them, the creative, copy and landing pages made specifically for the Client pass to the Client or, where the applicable law does not allow a transfer, the Client receives an exclusive, perpetual licence to use them.
The Agency keeps its methods, templates, tools and know-how and may use the campaigns’ anonymised results to improve its services. The Agency may name the Client as a reference and show published creative in its portfolio unless the Client objects in writing or in electronic form.
11. Confidentiality
Each party keeps the other party’s non-public information confidential and uses it only to perform this agreement, during the agreement and for [[3]] years after it ends; this includes budgets, results, customer data, strategy and the Agency’s fees. This does not apply to information that is public, already lawfully known, independently developed, or that must be disclosed by law.
12. Term and notice
This agreement starts on the effective date and runs for an initial term of [[6]] months. It then continues month by month until either party ends it with [[30]] days’ notice in writing or in electronic form.
On termination, the Agency pauses the campaigns on the end date unless the Client asks otherwise, hands over the plans, creative, access and a final report, and the Client pays the fees up to the end date and the advertising spend committed until then.
13. Liability
Except for intent, gross negligence, personal injury or where the law does not allow a limitation, each party’s total liability under this agreement is limited to the fees paid or payable under it in the [[12]] months before the claim; advertising spend is not part of that amount. The Agency is not liable for a platform’s rejection, suspension or policy change that is not caused by its breach of this agreement, or for the content and offers the Client supplied.
14. Independent parties
The parties are independent businesses. This agreement does not create an employment, partnership or agency relationship, and the Agency may not enter into contracts or make commitments in the Client’s name beyond placing advertising within the approved budget.
15. Governing law and disputes
This agreement is governed by the law stated under Governing law. The parties will first try to settle any dispute in good faith. Otherwise the courts stated under Jurisdiction decide, unless mandatory law provides otherwise.
Payment terms
Payment within [[14]] days of receiving an invoice, by bank transfer to the account stated on the invoice. Advertising spend is paid separately, as the agreement provides.
Governing law
[[Country or state whose law applies]]
Jurisdiction
[[Courts that decide disputes, e.g. the courts of your city]]
How to use it
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Start a draft
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Send it for signature
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Next steps
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Already signed? Make the invoice from the signed contract: the parties and the price lines carry over, in full or for a deposit. The guide on turning a quotation into an invoice shows how to review the new draft, its dates and the PDF.
What it is, and what it is not
QuoteBill creates a simple electronic signature with an audit trail. In the EU, the UK, the US and Korea a signature is not denied legal effect only because it is electronic, and in Japan most contracts need no particular form at all. What a simple electronic signature proves in a dispute depends on the evidence behind it, and some documents need another form.
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Some documents need another form. Wills, many real-estate transfers, guarantees and some employment documents must, in some countries, be handwritten, notarised or signed with a qualified signature. The templates are samples, not legal advice: review them with a lawyer.
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