Advertising Agency Agreement Template (Canada)

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). Canada has no statute comparable to France's loi Sapin regulating media-buying rebates and commissions; the closest thing to an industry benchmark is the practice of agencies represented by the Institute of Canadian Agencies, the national trade association for Canadian advertising, marketing and media agencies. In the absence of a statutory floor, leaving the buying role unstated in the contract itself — which is what a generic advertising agreement 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 Competition Act makes disclosure the advertiser's problem too

Section 74.01 of the Competition Act makes it civilly reviewable conduct to make a representation to the public that is false or misleading in a material respect, and the Competition Bureau treats an inadequately disclosed material connection between an influencer and a brand as squarely within that provision — a priority reflected in its own published enforcement digests. The Canadian Code of Advertising Standards, administered by Ad Standards, requires a testimonial or endorsement to reflect a genuine, adequately informed opinion, and Ad Standards' own published Influencer Marketing Disclosure Guidelines set out how a material connection should be disclosed in practice. A contract that runs influencer campaigns without addressing disclosure at all is leaving the client exposed under a real, enforced statute, not just a best-practice guideline.

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 clause a generic agreement usually omits entirely.

Fees and payment

The total service fee, any upfront percentage, installment 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 Competition Act and the Canadian Code of Advertising Standards.

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

• A materially misleading representation to the public is civilly reviewable conduct

  Section 74.01(1) of the Competition Act (R.S.C., 1985, c. C-34) applies to any representation made to the public to promote a product or business interest, including statements made by an influencer, and the Competition Bureau treats an inadequately disclosed material connection between an influencer and a brand as falling within it.

  Competition Act, R.S.C., 1985, c. C-34, s. 74.01

• Testimonials and endorsements must reflect a genuine, informed opinion

  The Canadian Code of Advertising Standards requires a testimonial, endorsement or similar representation of opinion to reflect the genuine, reasonably current opinion of the person making it, based on adequate information or experience, and not otherwise be deceptive.

  Ad Standards — Canadian Code of Advertising Standards

• Ad Standards publishes specific guidance on disclosing a material connection

  Ad Standards' Influencer Marketing Disclosure Guidelines set out how an influencer should disclose a material connection with a brand — prominently and clearly, not buried in a caption, hashtag string, or bio — with platform-specific examples.

  Ad Standards — Influencer Marketing Disclosure Guidelines

How to use this template

1. Fill in the agency and client. Type the agency's and client's names and addresses into the highlighted blanks.
2. Describe the campaign scope. Set out the creative, media, and reporting services the agency will provide.
3. 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.
4. Set fees and the payment schedule. Fill in the total service fee, any upfront payment percentage, and the installment and late-payment terms.
5. 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 disclosure under the Competition Act and the Code is written into the agreement.
6. Sign and download. Both parties sign, then download the agreement as a Word or PDF file before the campaign begins.

Frequently asked questions