Free Marketing Services
Agreement Template
A complete marketing services contract covering scope of services, IP ownership (work-for-hire + assignment), FTC AI disclosure compliance, data privacy (CCPA/IAB MSPA 2026), payment terms, and kill fee. Download and send in minutes.
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- Reviewed June 2026
- Covers all U.S. states
Branding (optional)
1 — Provider (Agency)
2 — Client
3 — Services
4 — Term & Payment
5 — Legal
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Marketing Services Agreement
Date: enter date above
1. Parties
This Agreement is entered into as of enter date above between Provider name ("Provider"), and Client company ("Client").
2. Scope of Services
Service type: Digital Marketing
Services: describe services above
Term: start date to end date. Any services not described above require a written amendment signed by both parties.
3. Compensation & Payment
Fee structure: Fixed Monthly Retainer | Currency: USD ($)
Fee: USD ($) amount
Deposit: 25% due on signing, applied to final invoice. Work commences on receipt of deposit.
Payment: Invoices due within Net 30 of issue date. Late amounts accrue interest at 1.5%/month after a 7-day grace period. Provider may suspend services after 14 days of non-payment without waiving any rights.
4. Intellectual Property
All deliverables created specifically for Client ("Work Product") are commissioned as works made for hire under 17 U.S.C. §101. To the extent any Work Product does not qualify, Provider hereby assigns all rights to Client. IP assignment is conditioned on receipt of full payment. Provider retains Background IP (pre-existing tools, templates, and methodologies) and grants Client a non-exclusive license to use it as embedded in the Work Product.
AI tools: Provider must disclose AI use in all deliverables before delivery. AI-generated advertising content requires conspicuous FTC-compliant disclosure ($53,088/violation, 2026). NY Chapter 617 synthetic performer notice applies where applicable (eff. June 9, 2026).
5–9. Standard Clauses
Confidentiality (2 years, mutual) · Data Privacy (CCPA/IAB MSPA June 2026, Art.28-equivalent processor clause) · Performance Metrics & monthly reporting · Indemnification & liability cap (3-month fees, no consequential damages) · Termination: 30 days notice; kill fee = 25% of remaining contract value if Client terminates without cause
10. Governing Law
Governed by the laws of governing state. Provider is an independent contractor. This Agreement is the entire agreement between the parties.
Provider
Signature
Print name: _______________
Date: _________________
Client
Signature
Print name: _______________
Date: _________________
Template preview
Parties
1. Parties
This Marketing Services Agreement ("Agreement") is entered into as of [Date] between [Provider Contact Name], trading as [Agency / Business Name], [Address] ("Provider"), and [Client Company Name], Attn: [Client Contact Name], [Client Address] ("Client"). Both parties agree to the terms of this Agreement and any Scope of Work attached hereto.
Scope
2. Scope of Services
Provider agrees to perform the following marketing services for Client during the term of this Agreement:
Service type: [e.g. Digital Marketing / Social Media Management / SEO & Content / Full-Service]
Services & deliverables: [e.g. Manage Meta and Google Ads campaigns with monthly budget up to $5,000; create 4 original social media posts per week (Instagram + LinkedIn); publish 2 SEO blog posts per month (800–1,200 words each); provide monthly analytics report with KPIs on Day 5 of each following month.]
In scope: [list specific deliverables]
Not included: [e.g. Ad spend budget, graphic design beyond 2 revisions, copywriting for external sites, PR outreach — unless separately agreed in writing.]
Term: [Start Date] to [End Date / month-to-month]. Any services not listed above require a written amendment signed by both parties before work begins.
Payment
3. Compensation & Payment Terms
Fee structure: [Fixed Monthly Retainer / Project Fee / Hourly Rate]
Fee: [Currency] [Amount] per month (retainer) or total project fee or per hour.
Deposit: [e.g. 25%] of the first month's fee (or project fee) is due on signing and applied to the final invoice. Work commences on receipt of the deposit.
Payment: Invoices issued on the 1st of each month (retainer) or on agreed milestones (project). Due within [Net 7 / Net 14 / Net 30] of the invoice date. Amounts unpaid after the due date accrue interest at 1.5%/month after a 7-day grace period. Provider may suspend all services after 14 days of non-payment without waiving any right to payment or termination.
Ad spend: Client controls and pays all third-party ad spend directly. Provider is not liable for ad platform charges, policy changes, or campaign suspension by any platform.
IP Ownership
4. Intellectual Property Ownership
Work Product: All marketing materials, copy, creative assets, campaigns, and deliverables created specifically for Client ("Work Product") are designated as works made for hire under 17 U.S.C. §101 where applicable. To the extent any Work Product does not qualify as a work made for hire — which is often the case for marketing materials created by an independent contractor — Provider hereby irrevocably assigns all right, title, and interest, including copyright, to Client upon receipt of full payment. This present-tense assignment requires no further instrument.
Payment-conditioned transfer: IP assignment is conditioned on Client's full payment of all outstanding invoices. Unpaid balances suspend the assignment; Provider retains all rights until cleared.
Background IP: Provider retains all right, title, and interest in pre-existing tools, frameworks, templates, proprietary methodologies, and software developed independently of this Agreement ("Background IP"). Provider grants Client a perpetual, non-exclusive, royalty-free license to use Background IP solely as embedded in the Work Product delivered under this Agreement.
Download the full template — includes AI disclosure policy (FTC $53,088/violation), data privacy (CCPA/IAB MSPA), performance metrics, liability cap, and kill fee.
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What's included in this template
How to use this template
Define the scope with specific deliverables before choosing a fee structure
The most common source of disputes in marketing agreements is a mismatch between what the agency thought was in scope and what the client expected. Write out every deliverable with a quantity: "3 Instagram posts per week" not "social media management." List what is explicitly not included — ad spend, stock photography, third-party tools, rush work — just as clearly. Once the scope is precise, the fee structure (retainer vs. project vs. hourly) follows naturally: retainer for ongoing managed services, project fee for defined campaigns, hourly for advisory or consulting work.
Address IP ownership and AI disclosure before any content is created
Under U.S. copyright law, the creator owns the work by default — paying for it does not transfer ownership without a written assignment. This template uses a payment-conditional assignment: IP transfers to the client only after full payment. If your agency uses AI tools (ChatGPT, Midjourney, Jasper) to produce deliverables, the FTC requires conspicuous disclosure in any advertising content — each non-compliant piece carries up to $53,088 in civil penalties. New York's Chapter 617 (effective June 9, 2026) also requires disclosure of synthetic performers. Agree on AI usage policy before the first piece of content is produced, not after.
Set KPIs and a reporting cadence in writing
Agree on the metrics that define success before the campaign starts — not at the end-of-month review. Useful KPIs depend on the service: SEO campaigns track organic traffic, keyword rankings, and domain rating; paid campaigns track ROAS, CPA, and impression share; content marketing tracks organic leads and time-on-page. Define the reporting format (PDF report, live dashboard, monthly call) and the reporting deadline — this template defaults to monthly, due by day 5 of the following month. Clients who don't know what they're measuring can't evaluate whether the agency delivered.
Both parties sign — and the client sends the deposit — before work begins
The deposit converts a verbal commitment into a binding contract and compensates the agency for allocating capacity. Do not begin any work — strategy, research, content creation, campaign setup — until both the signed agreement and the deposit are received. Use Bonsai to collect the signature and deposit payment in a single workflow, or PandaDoc for larger agency teams that need a full proposal-to-signature pipeline.
Frequently asked questions
- A marketing services agreement is a legally binding contract between a business (client) and a marketing provider — agency, consultant, or freelancer — that defines the scope of marketing services, deliverables, compensation, IP ownership, and termination terms. It protects both parties by making expectations explicit before work begins and establishes who owns the creative work produced during the engagement. Without a written agreement, IP ownership defaults to the creator, scope creep has no enforceable limit, and payment disputes have no documented terms.
- Ownership depends entirely on the contract. Under U.S. copyright law, the creator (agency or consultant) owns the work by default — paying for it does not transfer ownership. Ownership transfers only when the contract: (a) designates the work as "work made for hire" under 17 U.S.C. §101, or (b) includes an explicit written assignment under 17 U.S.C. §204. This template uses a payment-conditional assignment: IP transfers to the client only after receipt of full payment. The agency retains pre-existing tools, templates, and methodologies (Background IP), and the client receives a license to use them as embedded in the delivered work.
- At minimum: scope of services with specific deliverables and explicit out-of-scope exclusions, compensation and payment schedule (retainer, project, or hourly), intellectual property ownership clause, confidentiality provisions, data privacy terms (CCPA/IAB MSPA June 2026 for campaigns using personal data), AI tools disclosure policy (FTC requires conspicuous disclosure in advertising content — $53,088 per violation in 2026), performance metrics and reporting cadence, termination notice period, and kill fee terms for early exit without cause. An ad spend disclaimer is also important — the contract should clarify that Client controls and pays all platform budgets directly; the agency is not liable for third-party ad charges.
- A marketing services agreement is a specialized service agreement that adds provisions not found in generic contracts: KPI definitions and reporting cadence, ad spend authorization and platform access clauses, FTC AI content disclosure requirements, CCPA/multi-state privacy compliance for campaigns processing consumer personal data, and kill fee terms specific to ongoing retainer engagements. A general service agreement covers the basic exchange of services for payment but does not address the campaign-specific, data-privacy, or disclosure obligations that marketing work creates.
- Yes. Most agreements allow either party to terminate with 30–60 days' written notice. If the client terminates without cause before the contract end date, a kill fee — typically 25% of the remaining contract value or one month's retainer, whichever is greater — compensates the agency for lost revenue and committed capacity. For-cause termination (material breach, non-payment after cure period) typically allows immediate exit without a kill fee. Key clauses — IP ownership, confidentiality, data privacy, and indemnification — survive termination and remain binding after the contract ends.
- Yes — and as of 2026, this is a legal compliance issue, not just a best practice. The FTC requires conspicuous disclosure of AI involvement in advertising content, with civil penalties of up to $53,088 per non-compliant piece of content. New York's Chapter 617 (effective June 9, 2026) requires disclosure of synthetic performers — AI-generated or AI-manipulated voices, faces, and likenesses — in advertisements. EU AI Act full transparency obligations for AI-generated and AI-manipulated content took effect August 2, 2026. This template includes an AI tools disclosure clause that allocates these compliance obligations between agency (pre-delivery disclosure) and client (distribution jurisdiction compliance), so both parties know who is responsible for what.
Bonsai is built for marketing agencies and consultants — send a contract, collect a signature and receive the deposit before starting any campaign.