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Marketing Services Agreement - Agency Legal Protections That Matter

marketing services agreement intro

Last updated: March 14, 2023

What is a Marketing Services Agreement?

A Marketing Services Agreement (also known as a "marketing agency agreement") is a legal contract between a digital marketing agency and its client that outlines the terms and conditions of the marketing services to be provided by the agency.

The MSA sets out the scope of work, timelines, fees, payment terms, intellectual property rights, confidentiality, and other important terms and conditions related to the marketing services.

What Services do Marketing Agencies Typically Provide?

    *  Increase brand awareness.

    *  Drive website traffic.

    *  Generate leads.

    *  Increase sales.

    *  Improve customer engagement.

    *  Provide measurable results.

Critical Challenges and Concerns for Marketing Agencies With Marketing Agency Contracts

Scope creep: The scope of a marketing services agreement can expand beyond the original project scope, leading to additional work and costs for the agency.

Lack of clarity: Ambiguity in the marketing services agreement can lead to misunderstandings, disputes, and delays in project delivery.

Payment delays: Digital marketing agencies may face payment delays or disputes with clients, impacting their cash flow and financial stability.

Client expectations: Clients may have unrealistic expectations about the results or timeline of a marketing campaign, leading to dissatisfaction with the agency's services.

Intellectual property ownership: Ownership of intellectual property such as content, design, and code can be a contentious issue in marketing services agreements.

Confidentiality and data security: Digital marketing agencies need to ensure that client data is secure and confidential, particularly if they are handling sensitive information such as customer data.

Changing market trends: The digital marketing landscape is constantly evolving, and agencies need to keep up with changing trends and technologies to provide effective services to their clients.

Typical Terms and Conditions for Marketing Services Agreements

Scope of Work: This clause outlines the specific services the agency will provide, the timeline for delivery, and any other project-specific details.

Fees and Payment Terms: This clause specifies the fees for the services, the payment schedule, and any late payment penalties or interest charges.

Confidentiality and Data Security: This clause outlines the agency's obligations to protect the client's confidential information and data, as well as the consequences of any breaches.

Intellectual Property Rights: This clause specifies the ownership of intellectual property such as content, design, and code developed by the agency during the project.

Termination and Cancellation: This clause outlines the circumstances under which the agreement can be terminated, the notice period required, and any associated fees or penalties.

Warranties and Representations: This clause specifies the agency's warranties and representations about the services to be provided, including any guarantees of results.

Limitation of Liability: This clause limits the agency's liability for any damages arising from the services provided, including any indirect or consequential damages.

Indemnification: This clause requires the client to indemnify the agency against any third-party claims arising from the services provided.

Dispute Resolution: This clause outlines the process for resolving any disputes that may arise between the agency and the client.

Governing Law and Jurisdiction: This clause specifies the law and jurisdiction that will apply to the agreement.

How I Can Help You

I help digital agencies develop a marketing services agreement that is a good fit for the types of services they provide.

I also help digital agencies with how to price services once the initial project proves successful and an ongoing relationship is warranted.

How to Get Started

The recommended way to get started is to scroll to the bottom of this page, click on the "Book a Call" button, then schedule a call.

We'll discuss your requirements and concerns and answer any questions you may have.

There may be key legal issues you're not aware of.

At the same time, sign Up for my complimentary 2-Minute Marketing Compliance Email.

It's not a newsletter (they take too long to read).

Every week or so, you'll get compliance tips, insights, strategies, tactics, and alerts you can digest quickly and use,

written in a simple, conversational way to help you grow your business with confidence.

Best wishes for your online business success.

Chip Cooper, Esq., eCommerce Attorney

My Background

  • Juris Doctor Degree, Wake Forest University School of Law
  • Adjunct Professor of Law, Wake Forest University School of Law (20 years)
  • Martindale-Hubbell Highest Attorney Peer Rating – AV® PREEMINENT™
  • Co-Founder & CEO,, #1 in FTC Compliance Training

Contact Us

Need help? Or a little Q&A to see if we’re a good fit? Book a call below and let’s chat. You'll be working directly with me, not another attorney. I help eCommerce and digital marketers with Internet marketing and advertising compliance so they can be compliant and competitive in a hyper-regulated digital marketplace.
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