Guide · Contracts
Marketing Agency Contract: Terms to Check Before Signing
A marketing agency contract is a plain agreement that sets what the agency will do, what you will pay and who owns the results. Read six parts before you sign: scope, ownership, access, notice, reporting and a few extra terms. This checklist is for general information and is not legal advice.
Scope and deliverables
List what the agency will do, in words you can check. "Manage social media" is too loose. "Publish 12 posts a month on two channels" is clear.
Ask the agency to name each deliverable, who makes it, and when it is due. Add how many rounds of changes are included. Say what happens when you ask for more. Work outside the list should need a written quote before it starts.
Write down what the agency does not do, too. If paid media buying is not in the deal, say so. That stops a fight later about who was meant to watch the ad account.
Fees belong here as well. Note the amount, the billing dates and what is a fixed fee and what is variable. If ad spend is paid to the platform, ask whether the agency adds a handling charge on top.
Who owns the work
Do not assume you own what you pay for. In Singapore, the Copyright Act 2021 says the first owner of copyright in a work is, as a rule, its author. That is usually the person or firm that made it, unless the law or the contract says otherwise.
The Act also says an assignment of copyright is valid only if it is made in writing and signed. A casual email promise may not be enough. So ask for a clause that moves ownership of the final work to you, or grants you a licence that fits how you will use it.
Check three things. First, when does ownership pass: at creation, or only after you pay in full? Second, does it cover drafts, source files and raw footage, or only the finished piece? Third, does the agency use stock images, fonts or music? Those often come with licences that have limits on time, place or use.
Access, data and accounts
Your ad accounts, analytics, website and email lists should sit in your name. The agency should get access as a user. If the agency opens an account in its own name, you may struggle to get it back when the contract ends.
Write the access rule into the contract. Name each account and say you stay the owner. Add that the agency must hand over logins, files and reports within a set number of days after the contract ends.
Customer data needs care. Under the Personal Data Protection Act 2012, an agency that handles personal data for you is a data intermediary. The Act still holds you responsible for that data as if you had processed it yourself. Ask what the agency stores, where it keeps it, how it is protected and who can see it. Section 24 of the Act asks organisations to make reasonable security arrangements for personal data.
Sources: Singapore Statutes Online, PDPA 2012 section 4; Singapore Statutes Online, PDPA 2012 section 24
Notice, term and ending the deal
Look at how long the contract runs and how it renews. Some deals renew by themselves unless you say no in time. Put the cancel date in your calendar on day one.
Find the notice period for ending early. The length of notice is yours to negotiate. Ask what you owe if you leave: work done so far, work in progress, and any fixed minimum fee.
Check what survives the end. Confidentiality usually does. Ownership of finished work should too. Also ask for a short handover: files, logins and a list of live campaigns.
Also read any clause that limits the agency's liability. Singapore's Unfair Contract Terms Act 1977 covers contracts made on one side's written standard terms of business. Under section 3, a party cannot use such terms to excuse its own breach or to give a very different performance, unless the term is reasonable. So a cap is not always final. But do not count on a court to fix a poor deal. Negotiate it before you sign.
Sources: Singapore Statutes Online, Unfair Contract Terms Act 1977
Reporting and results
Agree what the agency reports, how often and in what format. A monthly report with the same numbers each time is easier to judge than a fresh slide deck every month.
Pick the measures before work starts. These might be leads, cost per lead, sales from ads or visits from search. Say where the numbers come from. Ideally you can see the source data yourself.
Be careful with promises. No honest agency can guarantee a ranking or a sales total, because platforms and buyers change. A fair contract sets targets as goals and describes how both sides will review them. It does not treat a missed target as a breach by default. It does say what happens if results stay poor for several months, such as a review meeting or a right to pause.
Other terms worth a look
Confidentiality should run both ways. Check that the agency may not share your plans, prices or customer lists.
Ask about subcontractors. If the agency hands work to freelancers or another firm, who is responsible, and do they sign the same confidentiality and ownership terms?
Look at the dispute clause. Note which country's law applies and where a dispute would be heard. If the contract names anyone outside the two parties, such as a sister company, check what rights that person gains. Singapore has a Contracts (Rights of Third Parties) Act 2001 that deals with when a person who is not a party can enforce a term.
Last, read the whole contract once, slowly, before the call. Mark every line you do not follow. Ask the agency to explain it in writing. For a large or long deal, have a lawyer read it. This guide is a checklist, not legal advice.
Sources: Singapore Statutes Online, Contracts (Rights of Third Parties) Act 2001
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