Free marketing services agreement template
with every clause that matters.

Why it matters: Using a personal name when a business entity should be the signatory — or listing the wrong subsidiary — can shift liability to the wrong person and affects whether the agreement actually binds the intended party. Marketing agencies in particular often operate through holding entities that differ from the brand name clients recognize.

What Clausio checks: That both parties are identified by legal name, that any company is identified as a legal entity (LLC, Corp, etc.), and that the signatory role and authority are specified.

Legal basis: Restatement (Second) of Contracts §§ 9, 12–17 (1981) — contract formation requires identifiable parties with legal capacity; lack of capacity renders a contract voidable. [Confidence: medium — Restatement is widely adopted persuasive authority; ALI text is paywalled]

Why it matters: "Handle our marketing" is not a scope. Without specific deliverables — number of posts per week, ad campaigns managed, monthly reports, channels covered — disputes about what was promised are almost guaranteed. Courts interpret ambiguous scopes against the drafter (contra proferentem), so a vague scope usually hurts whoever wrote the agreement.

What Clausio checks: That specific deliverables, channels, output frequency, and acceptance criteria are defined. Flags scope described only in broad terms without measurable outputs.

Legal basis: Restatement (Second) of Contracts §§ 201–203 (1981) — ambiguities in a standardized agreement are construed against the party who supplied the language (contra proferentem). [Confidence: medium — Restatement persuasive authority]

Why it matters: Marketing engagements often mix a service retainer with pass-through costs (ad spend, stock photography, influencer fees). Without clearly separating agency fees from reimbursable expenses — and specifying payment timing for each — disputes over invoices are common. NYC freelancers working on contracts over $800 also have statutory rights that apply.

What Clausio checks: That the retainer or project fee, billing cycle, expense reimbursement procedure, and late-payment consequences are all specified. Flags if payment terms are absent or if expenses are not distinguished from service fees.

Legal basis: Restatement (Second) of Contracts § 347 — measure of damages for breach is the expectation interest. NYC Freelance Isn't Free Act (N.Y.C. Admin. Code § 20-928) — written contract required for freelance engagements over $800; failure to pay triggers double damages. [Confidence: medium for Restatement; NYC statute high]

Why it matters: This clause is unique to marketing agreements and is among the most frequently missing. When a marketer controls the client's ad accounts, an undefined spending cap means the marketer can commit the client to unlimited media costs. A documented authorization — monthly cap, approval threshold, and what happens when a campaign exhausts the budget — protects the client from overruns and the marketer from disputes over who approved what.

What Clausio checks: That ad spend limits are specified per campaign or per month, that the approval process for spend above the cap is defined, and that the party controlling payment methods is identified. Flags if ad management is in scope but no spend authorization clause exists.

Legal basis: General agency law — an agent (marketer) may bind the principal (client) within the scope of apparent or actual authority; undocumented authority creates unlimited exposure. Restatement (Third) of Agency §§ 2.01–2.03 (actual and apparent authority). [Confidence: medium — Restatement persuasive authority]

Why it matters: Without a written copyright assignment, the agency or freelancer retains copyright in every piece of original content they create — ad copy, graphics, videos, website copy — regardless of who paid for it. The client may discover at the end of the engagement that it cannot legally reuse or modify the creative assets it has been running for months.

What Clausio checks: Whether the agreement includes a written copyright assignment triggered on full payment, and whether the marketer's pre-existing tools, templates, and frameworks are carved out from that assignment. Flags if IP ownership is absent or ambiguous.

Legal basis (high confidence): 17 U.S.C. § 101 — a commissioned work is a "work made for hire" only if it falls within one of nine statutory categories AND a signed written instrument designates it as such. Most marketing deliverables do not qualify — a written copyright assignment is required. 17 U.S.C. § 204(a) — any transfer of copyright ownership must be in writing and signed; oral agreements do not transfer copyright. Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989) — an independent contractor's work does not automatically vest copyright in the hiring party.

Why it matters: Marketers regularly access highly sensitive commercial information — customer lists, conversion data, pricing strategy, unreleased campaign plans — that competitors would pay for. A confidentiality clause creates a contractual cause of action that is easier to enforce than trade secret law alone, and a DTSA whistleblower notice is required to preserve the strongest federal remedies.

What Clausio checks: That confidential information is defined, that the marketer's obligations during and after the engagement are specified, and that the DTSA § 1833(b) whistleblower immunity notice is included.

Legal basis (high confidence): Defend Trade Secrets Act (DTSA), 18 U.S.C. § 1836 — federal civil cause of action for trade-secret misappropriation; remedies include injunctions, actual damages, and up to doubled damages for willful misappropriation. 18 U.S.C. § 1833(b) — parties entering confidentiality agreements must provide written notice of DTSA whistleblower immunity; failure forfeits eligibility for exemplary damages and attorney's fees. Uniform Trade Secrets Act (UTSA) — adopted by 48 states and DC, providing parallel state-level protection.

Why it matters: Marketing results depend on platform algorithms, market conditions, and competitor activity — all outside the marketer's control. Without a clause explicitly disclaiming guaranteed outcomes (ROAS, follower growth, conversion rates), a client who doesn't see the results they expected may argue the marketer breached an implied warranty of fitness for purpose.

What Clausio checks: That the agreement states marketing results are not guaranteed, that the marketer is responsible for professional execution but not specific outcomes, and that any performance benchmarks are described as targets rather than warranties.

Legal basis: UCC § 2-719 — parties may modify or exclude implied warranties in commercial agreements; courts generally enforce express disclaimers of warranty in B2B service contracts. [Confidence: medium — UCC Article 2 governs goods; its implied warranty exclusion principles are widely applied by analogy to service contracts in many states]

Why it matters: Marketing engagements often run on monthly retainers. Without a termination clause that specifies notice periods and what happens to in-flight campaigns, a client who cancels with no notice can leave the marketer holding unpaid work — and an active ad campaign spending money after the relationship has ended. Both sides need a defined wind-down procedure.

What Clausio checks: That the agreement specifies notice periods for termination, what deliverables are owed (or paid) through the termination date, what happens to active ad accounts and campaigns, and who is responsible for pausing or closing those accounts.

Legal basis: Restatement (Second) of Contracts §§ 237, 241 — a party's duty to perform is suspended when the other commits a material breach; factors for materiality include extent of deprivation and adequacy of money damages. [Confidence: medium — Restatement persuasive authority]

Why it matters: A marketing agency that runs a campaign with a factual error — a wrong price, a misleading claim — could face claims for consumer complaints, regulatory exposure, or lost sales that vastly exceed the agency fee. A mutual liability cap set at the total fees paid in the prior month or contract period is standard and widely enforceable in B2B agreements.

What Clausio checks: That a liability cap exists, that categories of excluded damages (indirect, consequential, lost profits, lost revenue) are specified, and that the cap is not one-sided.

Legal basis (high confidence): UCC § 2-719 — parties may contractually limit or exclude consequential damages unless unconscionable; limitation of commercial consequential damages is not prima facie unconscionable. Generally enforceable in US B2B contracts; courts apply heightened scrutiny for gross negligence or willful misconduct.

Why it matters: Marketing agencies and their clients are often in different states, making choice-of-law genuinely contested. Without a governing law clause, courts apply conflict-of-laws analysis that may select a state with unfavorable rules on contractor classification, non-solicitation enforceability, or IP assignment. A dispute resolution clause — especially mandatory arbitration — keeps a $15,000 retainer dispute out of court.

What Clausio checks: That governing law and venue are specified and that a dispute resolution mechanism (arbitration, mediation-first, or court) is named. Flags if governing law is blank.

Legal basis: Restatement (Second) of Conflict of Laws § 187 (1971) — courts enforce the parties' chosen governing law unless the chosen state has no substantial relationship to the transaction, or applying it would violate a fundamental policy of the state with the greater interest. [Confidence: medium]
Federal Arbitration Act, 9 U.S.C. § 2 (high confidence) — a written arbitration clause "shall be valid, irrevocable, and enforceable" save for standard contract defenses (fraud, unconscionability, duress).