Review guide · Agency and consulting agreements
How to review an agency or consulting agreement before you sign
A review checklist for marketing agency, development shop and consulting agreements: retainers and minimum terms, scope and change orders, IP ownership, ad account control, exclusivity, and exit — with the fix to ask for.
Agency agreements look like service contracts and behave like subscriptions: a monthly retainer, a minimum term, and a scope that is described in a proposal rather than in the contract. The disputes that follow are predictable — what was in scope, who owns the work, who controls the ad accounts, and how to end it without losing the last three months of deliverables.
The clauses below are the ones an owner-operator should check before signing with a marketing agency, a development shop or a consultancy, in the order they tend to matter.
Who usually signs it: The owner or a marketing or operations lead, usually on the agency's paper.
The clauses to check, in order
- 01
Minimum term and retainer
Why it matters: A six- or twelve-month minimum on a monthly retainer is a fixed commitment regardless of results, and it often renews.
What to ask for: A short initial term (three months) and month-to-month after, with 30 days' notice.
- 02
Scope defined by proposal, not contract
Why it matters: If the proposal is not attached and incorporated, everything is a change order. If it is, the scope is whatever the proposal says, including the vague parts.
What to ask for: A statement of work with deliverables, dates and acceptance criteria attached to the agreement, and a written change-order process with pricing.
- 03
IP ownership and work-for-hire
Why it matters: Unless the agreement says otherwise, the agency may own the creative, the code, or the campaign structure it built for you until the final invoice is paid — or forever.
What to ask for: All deliverables are work-for-hire owned by you on payment of each invoice; the agency keeps only its pre-existing tools, with a license to you.
- 04
Ad accounts, domains and credentials
Why it matters: Agencies sometimes create the ad accounts, analytics properties and domains in their own name. Leaving means losing the history, the audiences and sometimes the domain.
What to ask for: Every account is created in your name, with the agency as a user; credentials and admin access are transferred on request and at exit.
- 05
Exclusivity and non-solicitation
Why it matters: An exclusivity clause can stop you hiring a second agency or an in-house specialist; a non-solicit can stop you hiring the person who did the work.
What to ask for: No exclusivity, or exclusivity limited to a named service line; a non-solicit limited to the term and six months after.
- 06
Acceptance and payment triggers
Why it matters: If invoices are due on delivery rather than acceptance, you pay for work you have not approved. If acceptance is deemed after five days of silence, you pay by default.
What to ask for: Payment on acceptance, a reasonable review period, and a defined process for rejecting a deliverable.
- 07
Termination and transition
Why it matters: Without a transition clause, an agency can stop work on notice and hand over nothing in progress.
What to ask for: Termination for convenience on 30 days' notice, with all work-in-progress, files and account access delivered and paid for pro rata.
Before you sign: the checklist
- Find the minimum term and the renewal language.
- Check that the scope is attached, specific and has acceptance criteria.
- Read the IP clause: who owns the work, and when.
- List every ad account, analytics property and domain, and confirm they are in your name.
- Check for exclusivity and non-solicitation.
- Confirm the exit: notice, hand-over, final payment.
Run the interactive 12-point red-flag checklist → · Find the last day to give notice →
Have one of these on your desk?
Upload it and Sidecar returns a verdict, a 0–100 risk score, every clause above flagged with the text quoted, every date that can cost you, and the negotiation points with suggested wording. A Sidecar reviewer looks it over on request. The first review is free.
Questions
Who owns the work an agency produces for me?
It depends on the agreement. Absent a clear assignment or work-for-hire clause, the agency can retain rights in what it created. The fix is a clause assigning all deliverables to you on payment, with the agency keeping only its pre-existing tools under a license.
Is a twelve-month agency retainer normal?
It is common, which is not the same as reasonable for a $1M–$100M business trying a new agency. A shorter initial term with a month-to-month tail protects you without stopping the agency from earning a long relationship.
Can Sidecar review my own agency MSA before I send it to clients?
Yes. Sidecar reviews the agreements you send as well as the ones you sign: a send verdict, a 0–100 risk score and the revisions to make before your MSA reaches a customer.
Clauses explained
Other agreement types
Definitions and negotiation guidance here are educational business decision support, not legal advice. Consult an attorney about how any clause applies to your own agreement.