Advertising Agency Agreement Template (Australia)

Updated on 5 August 2026

An advertising agency agreement sets out the terms on which an agency runs a client's advertising campaign — creative development, media planning, and increasingly influencer collaborations — and, just as importantly, how the agency handles money that passes through it for buying media on the client's behalf. Australia has no dedicated media-buying transparency statute; the closest thing to an industry benchmark is the AANA's own Master Media Buying Services Agreement, developed with input from the Media Federation of Australia (the media agencies' body), and the Australian Consumer Law's general prohibition on misleading conduct, which the ACCC has applied directly to undisclosed advertising arrangements.

The agreement below is the editor: choose whether the agency buys media as the client's agent or as a principal, turn on the influencer clause if the campaign includes one, and type into the highlighted blanks. Download a clean Word or PDF file with no sign-up and no watermark.

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How the agency buys mediaIncludes influencer collaboration?

Advertising Agency Agreement

This Advertising Agency Agreement is made on between , of (the "Client"), and , of (the "Agency").

1. Scope of Services

The Agency shall provide the following services for a campaign (the "Campaign") running from to : .

2. Media Buying

The Agency will purchase media for the Campaign as the Client's agent. The Agency will pass through the actual cost charged by media sellers and will disclose to the Client any rebate, credit, or volume discount the Agency receives in connection with those purchases.

3. Fees and Payment

Total service fee:
Initial payment:: % on signing
Remaining instalments:
Late payment interest:: % per month

Media costs and any pre-approved additional costs are billed separately and are not included in the total service fee.

4. Intellectual Property

Upon payment in full, the Agency assigns to the Client all right, title and interest in creative work developed specifically for the Campaign. The Agency retains ownership of its pre-existing tools, templates, and methodologies used in developing that work, and grants the Client a licence to use them as incorporated into the Campaign materials.

5. Confidentiality

Each party shall keep confidential all non-public business information of the other party disclosed in connection with this Agreement, both during and after its term, except as required by law.

6. Non-Solicitation

For months after termination of this Agreement, neither party shall solicit or hire any employee or contractor of the other party who was substantially involved in the Campaign, without that party's written consent.

7. Term and Termination

Either party may terminate this Agreement by giving days' written notice. Either party may terminate immediately for a material breach not cured within days of written notice of the breach. Upon termination, the Client shall pay all fees and costs due for work performed through the termination date.

8. Dispute Resolution

The parties shall first attempt to resolve any dispute through good-faith negotiation. If unresolved within a reasonable time, the dispute shall be submitted to mediation, and if mediation does not resolve it, either party may pursue arbitration or court action as permitted by applicable law.

9. General

This Agreement is governed by the law of and constitutes the entire agreement between the parties regarding the Campaign. It may be amended only in writing signed by both parties.

Client

Date:

Agency

Date:

Say explicitly how media is bought

When an agency buys advertising space or airtime on a client's behalf, the contract should say plainly whether the agency is acting as the client's agent (buying in the client's name, passing through the actual media cost, and disclosing any rebate or volume discount it receives from media sellers) or as a principal (buying media itself and reselling it to the client, typically with a disclosed markup). Australia has no statute mandating one model over the other — the AANA's own Master Media Buying Services Agreement, developed with Media Federation of Australia input as an industry benchmark, exists precisely because this point is otherwise left to negotiation. Leaving it unstated, which a generic advertising contract usually does, is exactly the kind of gap that turns into a dispute once the client asks to see the actual media invoices.

IP assignment should be conditional on payment, and it shouldn't swallow the agency's own tools

Assigning all IP to the client outright, with no condition of payment and no carve-out, has two practical problems: an agency that hasn't been paid in full has given up its creative work anyway, and an agency's own pre-existing templates, frameworks, and tools get swept into every client's ownership by accident. This template assigns campaign-specific creative work to the client on payment in full, and keeps the agency's own background materials and methodologies as the agency's property, licensed to the client for use in the campaign.

If the campaign uses influencers, the ACCC has already fined a business for hiding the arrangement

Under the AANA Code of Ethics, advertising must be clearly distinguishable as such, and its practice note specifically requires that where an influencer accepts payment or free products in exchange for promoting a brand, the commercial relationship must be disclosed clearly, obviously and upfront — labels like #ad or Paid Partnership work; #sp, "gifted", or a brand mention alone generally don't. This isn't just self-regulation with no teeth: in March 2026 the ACCC issued PhotobookShop with $39,600 in penalties after finding the business had, on 107 occasions, instructed influencers not to disclose the free products they received in exchange for reviews — the regulator's first financial penalty for undisclosed influencer content. A contract that runs influencer campaigns without addressing disclosure at all is leaving the client exposed to exactly this kind of action.

The clauses, explained

Scope of services: The campaign's creative, media planning, and reporting scope, described specifically enough that both sides agree on what's included.
Media buying: States whether the agency buys media as the client's agent (cost pass-through, rebates disclosed) or as a principal (marked-up resale, disclosed) — the point the AANA/Media Federation of Australia's own industry agreement exists to settle.
Fees and payment: The total service fee, any upfront percentage, instalment schedule, and late-payment terms.
Intellectual property: Assigns campaign-specific creative work to the client conditional on payment in full, while carving out the agency's own pre-existing background materials and methodologies as a licensed-not-assigned asset.
Influencer disclosure (conditional): Appears if the campaign includes influencer collaborations: requires the agency to ensure influencers clearly disclose any material connection with the client, consistent with the AANA Code of Ethics and its practice note.
Confidentiality: Protects both parties' non-public business information shared in the course of the engagement.
Non-solicitation: Restricts either party from poaching the other's staff or contractors who worked on the campaign, for a stated period after the engagement ends.
Dispute resolution: A defined path — negotiation, then mediation, then either arbitration or litigation — rather than a clause that sends disputes "to the upper management level" and then simply stops.

Requirements checklist

Undisclosed commercial relationships in influencer content can breach the Australian Consumer Law
Failing to disclose payment, free products, or a similar benefit received in exchange for promoting a brand can mislead consumers into thinking a testimonial is genuine and independent. The ACCC has taken enforcement action over this: in March 2026, PhotobookShop paid $39,600 in penalties after the ACCC found it had, on 107 occasions, instructed influencers not to disclose free products worth roughly $50–$400 provided in exchange for reviews.
ACCC — PhotobookShop pays penalties for influencer reviews
Commercial relationships with influencers must be clearly and upfront disclosed
The AANA Code of Ethics requires that advertising be clearly distinguishable as such, and its practice note specifically addresses influencer content: the relationship must be clear, obvious and upfront to the audience (for example #ad, Advertising, or Paid Partnership) — less clear labels such as #sp, "gifted", or simply naming the brand may not be sufficient.
AANA — Code of Ethics Practice Note
No statute mandates a specific media-buying disclosure model
Unlike influencer disclosure, media-buying transparency (agent versus principal buying, rebate disclosure) is not governed by a specific Australian statute. The AANA's Master Media Buying Services Agreement, developed with input from the Media Federation of Australia representing media agencies, is the closest thing to an industry-agreed benchmark and is a useful reference point for drafting this clause.
Media Federation of Australia — White Paper on the AANA Media Buying Services Agreement

How to use this template

Fill in the agency and client. Type the agency's and client's names and addresses into the highlighted blanks.
Describe the campaign scope. Set out the creative, media, and reporting services the agency will provide.
Choose how media will be bought. Select whether the agency buys media as the client's agent or as a principal — this determines how media costs and any rebates are handled and disclosed.
Set fees and the payment schedule. Fill in the total service fee, any upfront payment percentage, and the instalment and late-payment terms.
Turn on the influencer clause if relevant. If the campaign includes influencer collaborations, turn on the disclosure clause so the agency's obligation to ensure proper AANA-style disclosure is written into the agreement.
Sign and download. Both parties sign, then download the agreement as a Word or PDF file before the campaign begins.

Frequently asked questions

What's the difference between the agency buying media as an agent versus as a principal?

As an agent, the agency buys media in the client's name, passes through the actual cost, and discloses any rebate or discount it receives from the media seller. As a principal, the agency buys the media itself and resells it to the client, typically with a disclosed markup instead of a pass-through cost. Australia has no statute requiring one model, but the AANA's own Master Media Buying Services Agreement treats this as the key point to settle.

Who owns the creative work the agency produces?

Under this template, campaign-specific creative work is assigned to the client once the agency has been paid in full — not automatically on signing. The agency's own pre-existing tools, templates, and methodologies stay the agency's property and are licensed to the client for use in the campaign rather than assigned outright.

Has the ACCC actually fined a business over undisclosed influencer content?

Yes. In March 2026, PhotobookShop paid $39,600 in penalties after the ACCC found it had, on 107 occasions, instructed influencers not to disclose free products worth roughly $50–$400 given in exchange for reviews — the ACCC's first financial penalty of this kind. It's a real, current example of the risk a contract's disclosure clause is meant to manage.

What counts as an adequate influencer disclosure under the AANA Code?

The AANA's practice note requires the commercial relationship to be clear, obvious and upfront — labels like #ad, Advertising, or Paid Partnership are acceptable; less clear labels such as #sp, "gifted", Collab, or simply mentioning the brand's name may not be sufficient on their own.

What happens if the client and agency disagree about the campaign's results?

This template sets out a specific path: good-faith negotiation first, then mediation, then either arbitration or court action if that doesn't resolve it — rather than leaving the parties to negotiate a dispute-resolution process after the dispute has already started.

Can either party poach the other's staff after the campaign ends?

This template includes a non-solicitation clause restricting that for a stated period after the engagement — the length is up to the parties to agree, and should be reasonable rather than indefinite to hold up if challenged as a restraint of trade.

Disclaimer

This template and guide are provided for general information only and do not constitute legal advice. Advertising self-regulation (the AANA Code of Ethics), ACCC enforcement priorities, and industry media-buying practice all change over time. Consult a lawyer before relying on this document, particularly for large media budgets or influencer campaigns.