How the agency is paid, and for what
Agencies are paid through retainers, project fees, hourly rates, commissions on media, or combinations of these, and incentive bonuses are sometimes tied to campaign results. Where the agency buys media for you, the agreement should address rebates, volume discounts, and any principal-based buying in which the agency resells inventory it bought for itself, along with your right to audit. It should also settle who is responsible to media vendors if payments are delayed, since some vendors look to the advertiser and others to the agency. Third-party costs, such as production, talent, and licensed music, should be approved in advance and passed through at a stated markup or none.
Creative ownership and approvals
Agencies often deliver work built with their own tools, templates, and preexisting material, so the agreement should say which deliverables you own outright and which come with only a license. Under copyright law, work created by an independent agency is not automatically yours, and a written assignment is usually needed. Talent contracts, stock images, and music licenses obtained by the agency may be limited in time, media, or territory, and those limits follow the ad wherever it runs. The approval process should be written down, because regulators can hold both advertisers and agencies responsible for misleading claims an agency helped create.
When the relationship ends
Termination clauses deserve as much attention as the launch. Agreements usually set a notice period, an obligation to finish or hand over work in progress, and the return of files, accounts, and media assets. Ad accounts and social handles set up by the agency should be registered in your name from the start, so a transition does not depend on the agency's cooperation. Non-solicitation of staff and limits on working for competitors are often negotiated in both directions. We review the draft against how the relationship will actually run and flag the clauses that tend to cause friction at renewal or exit.
