Marketing agency contracts: terms to read before you sign

A marketing agency contract decides how long you pay, what you get, and what you keep when you leave. Read the ownership and exit terms first. This guide explains the common clauses and the rules behind them. It is not legal advice. Have your own lawyer review any contract before you sign it.

Minimum term and auto-renewal

Agency contracts run month to month or for a minimum term, such as 3, 6, or 12 months. Some renew on their own when the term ends.

Find four facts in the contract:

• The start date of the term.
• The length of the minimum term.
• What happens at the end: a new full term, a month-to-month rollover, or a stop.
• Whether the price changes on renewal.

A contract that renews for another 12 months costs far more to exit than one that rolls to month to month. Put the renewal date and the last day to give notice in your calendar on the day you sign.

Do not count on a federal rule to rescue you from a renewal. The FTC finalized its click-to-cancel rule for negative option plans in October 2024 FTC . On July 8, 2025, the U.S. Court of Appeals for the Eighth Circuit vacated it. The court found the FTC had skipped a required preliminary regulatory analysis Eighth Circuit . In March 2026, the FTC asked for public comment on next steps FTC . The notice asks whether to keep or amend the older negative option rule, adopt parts of the vacated 2024 rule, or try steps short of a new rule.

We checked the FTC’s rule page in October 2026. It listed no new proposed or final rule after that request. So read the renewal clause as written. Ask your lawyer whether your state’s law adds any protection for a business buyer.

Notice to cancel

The notice clause says how far ahead you must tell the agency you are leaving, how, and to whom. Find the number of days, the form of notice, and the date the clock starts.

Then do the math. Take a 12-month term with a 60-day notice window before renewal. You must decide by the end of month 10. Miss that date, and the contract can renew for another full term.

Check three details:

• Whether email counts as written notice.
• The name or address the notice must go to.
• Whether you owe fees for the notice period, and what work the agency owes you during it.

Ask for 30 days’ notice by email once the minimum term ends. That gives you a monthly exit without a long wait.

Ending the contract early

Look for two kinds of early exit in the termination clause.

• Termination for cause. You can end the contract if the agency breaches it, for example by missing written deliverables. Check whether the agency gets a cure period, such as 15 or 30 days, to fix the problem first.
• Termination for convenience. You can leave for any reason with notice, sometimes for an exit fee.

Read what you owe on exit: fees for the notice period, any unpaid setup costs, and work in progress. Ask for a termination-for-convenience right after the first 90 days. That turns a 12-month commitment into a 90-day trial with a known exit cost.

Scope of work and change orders

The scope of work lists what the agency will deliver. Some contracts put it in a separate statement of work. A vague scope leaves you arguing about what you paid for.

Write the scope in numbers. Examples: 4 new service pages a month, 2 Google Ads campaigns, 1 monthly report, and 1 review call. List what is out of scope too, such as ad spend, software, stock photos, and video.

Add a change-order process. New work needs a written request, a price, and your approval before the agency starts. Without that step, extra work turns into surprise invoices.

Add response times. Set one for routine requests and a faster one for a site outage or a stopped ad account.

Read the payment terms next to the scope. Check the due date, any late fee, and whether the agency can pause work over a late invoice. Ask that a pause never touches your website, your domain, or your ad accounts.

Who owns the domain, the website, and the content

Ownership decides what you keep when the contract ends. Set it in the contract and in the accounts themselves.

The domain name

Your business should be the registrant of its domain. ICANN says a registration runs under an agreement with an ICANN-accredited registrar, and the registrant takes sole responsibility for the registration and use of the name ICANN . Keep the registrar login under your business email. Give the agency access to DNS settings if it needs to change them.

Website code and content

Paying for a website does not settle who owns the copyright. The U.S. Copyright Office explains that the author of a work is ordinarily the person who created it U.S. Copyright Office . A commissioned work counts as a work made for hire, owned by the party that ordered it, only if it fits one of nine listed categories. Both sides must sign a written agreement saying so. Website code is not on that list.

Federal law adds a second rule. A transfer of copyright ownership is not valid without a signed writing Cornell LII . So ask for a clause that assigns copyright in everything the agency creates for you, signed by both sides and effective on payment. Your lawyer should check the wording.

Some parts will stay licensed, not owned. Themes, plugins, fonts, stock photos, and the agency’s own tools come with licenses. Ask for a list of each license and the name it sits under. Ask whether each one moves to you if the agency leaves.

Ad accounts

Ad accounts hold your spend history, audiences, and conversion data. Keep them in your name.

In Google Ads, an agency’s manager account can own a client account, with full administrative access. Users of the client account cannot transfer that ownership. But they can always unlink a manager with ownership, and the client account keeps its data Google Ads Help . Only Admin users can give access, change access levels, and unlink manager accounts Google Ads Help . So keep an Admin user at your business.

On Meta, a business with full control of its business portfolio can share Pages and ad accounts with a partner, such as an agency. A partner with full control can manage the asset, but only the owning business can share it with another business Meta Business Help . Keep the ad account in your own portfolio and add the agency as a partner.

Analytics and Search Console

In Google Analytics, the Administrator role has full control, including adding and deleting users Google Analytics Help . Keep that role for someone at your business. Give the agency the Editor or Marketer role.

In Search Console, a verified owner proves ownership with a token, such as a file or a tag on the site. A removed owner can verify again if their tokens stay on the site Search Console Help . At exit, remove the agency’s tokens along with its user access.

Google Business Profile

A Business Profile can have several owners but only one primary owner. Managers have most of an owner’s access, but they cannot add or remove users or remove the profile Google Business Profile Help . Keep your business as primary owner and add the agency as a manager.

Set this up early. New owners and managers must wait 7 days before they can transfer primary ownership or remove other users. If an agency already owns your profile and will not hand it over, Google has a request process. The current owner gets an email and has 3 days to respond Google Business Profile Help .

The ownership map

Asset	Who should own it	What the agency gets
Domain name	Your business, as registrant	DNS access if needed
Website code and content	Your business, by signed assignment	Edit access during the contract
Google Ads account	Your business, with its own Admin user	A manager account link you can remove
Meta ad account	Your business portfolio	Partner access
Google Analytics	Your login as Administrator	Editor or Marketer role
Search Console	Your business, as verified owner	Full user access
Google Business Profile	Your business, as primary owner	Manager role

Check this map before the contract stage too. Our guide to choosing an agency shows how to test it on the first call.

Non-solicitation clauses

A non-solicitation clause, sometimes called a no-hire clause, bars you from hiring the agency’s staff. It can run during the contract and for a period after it. Read the length, the staff it covers, and the penalty.

The FTC has acted against similar clauses in another service industry. In February 2025, it finalized an order requiring a building service contractor to stop enforcing no-hire agreements in its customer contracts FTC . The FTC said the clauses limited workers’ ability to bargain for better pay and conditions. In February 2026, it finalized a similar order against Adamas, another building services contractor, and called its clauses anticompetitive FTC .

Those cases involved building services, not marketing. Ask your lawyer how they bear on your contract. If you sign a non-solicitation clause, limit it to staff who worked on your account. Cap it at 12 months or less, and replace a fixed penalty with a placement fee you can accept.

You can ask for protection in the other direction too. A clause can bar the agency from serving a direct competitor in your area during the contract.

Liability caps and indemnities

A liability cap limits what the agency pays if its work causes you a loss. Read what the cap is tied to. A cap equal to one month of fees covers far less than one tied to 12 months of fees. Then check what the cap leaves out, such as data breaches or the agency’s own legal violations.

The indemnity clause says who pays if a third party makes a claim. Two examples: a photographer who says an image on your site was never licensed, or a regulator who says an ad misled buyers.

Reviews deserve their own line. The FTC’s rule on consumer reviews took effect on October 21, 2024. Its guidance says a business can be liable if it bought reviews it knew or should have known were false FTC . Google tells site owners they are responsible for the actions of any company they hire Google Search Central . So bar the agency from writing or buying reviews for you. Make it cover claims that come from its own work.

Reporting obligations

Write the reporting duties into the contract, not only into the proposal. Name the report, how often it arrives, the numbers it shows, and the accounts it pulls from. A report built from your own Google Analytics and ad accounts lets you check every number.

Add the meetings too. A monthly review call with the person doing the work keeps the report honest.

Add your right to the raw data. You should be able to see platform invoices, campaign settings, and analytics at any time, not only at renewal.

Exit handover

Every contract ends. The exit clause decides how cleanly. Write a handover list into the contract with a deadline, such as 10 business days after the final invoice is paid.

The list should cover:

• Registrar access for the domain and a copy of all DNS records.
• Website files, the database, and the code repository, with hosting access.
• Google Ads with your Admin user confirmed and the agency’s manager account unlinked.
• Meta ad accounts and Pages with the agency’s partner access removed.
• Google Analytics and Search Console with agency users and verification tokens removed.
• Google Business Profile with your business confirmed as primary owner.
• Content files, images, and a list of software and image licenses.
• Logins for any tools the agency paid for, or a date to replace them.

Keep access separate from fee disputes. Ask for a clause that says a billing argument cannot block the handover of your domain, your accounts, or your Business Profile.

Before you sign

Run this check on every agency contract:

• The renewal date and the notice deadline sit in your calendar.
• The scope lists deliverables in numbers, with a change-order process.
• Every account sits in your business’s name, with the agency on a lower access level.
• A signed clause assigns copyright in the work to you.
• Any non-solicitation clause is short, narrow, and fairly priced.
• The liability cap and the indemnity cover the agency’s own work.
• Reports pull from your accounts on a set schedule.
• The exit handover list has a deadline.

Our red flags guide lists contract terms that should stop a deal. Our glossary defines auto-renewal, change orders, termination for convenience, and other contract terms. For fees and pricing models, see what a marketing agency costs.