Advertising Agency Agreement Template (UK)

Updated on 5 August 2026

An advertising agency agreement sets out the terms on which an agency runs a client's 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. That last point is where a lot of generic templates go quiet, and it's exactly where clients and agencies end up disputing what was actually agreed.

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 owners 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 England and Wales 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:

There's no UK law forcing agencies to say how they buy media — the market's own standard does the job instead

France's loi Sapin makes it a legal requirement for an advertising agency buying media on a client's behalf to act only as the client's agent, be paid only by the client, and pass through every rebate it receives. The UK has no direct statutory equivalent — media-buying transparency here is a matter of contract and market practice, not legislation. In practice, that market standard exists: since 1998, ISBA (the advertisers' body) and the IPA (the agencies' body) have jointly published standard terms of trading, developed with the law firm Lewis Silkin, that agencies and clients across the UK actually use to define notice periods, intellectual-property ownership, and the agency's role in buying media. This template follows that real-world benchmark by making the agency state plainly whether it buys media as the client's agent (cost pass-through, rebates disclosed) or as a principal (a disclosed markup) — the point a generic advertising contract usually leaves silent.

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 methodologies 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, disclosure sits with the agency and the client, not just the influencer

Advertising content itself is governed by the CAP Code, the UK's self-regulatory advertising code administered by the Advertising Standards Authority, which treats an undisclosed material connection between an endorser and an advertiser as misleading and requires clear, prominent labels such as "Ad" or "Paid Partnership" — not vague terms like "collab" or a hashtag buried at the end of a caption. Self-regulation isn't the only backstop: since 6 April 2025, misleading a consumer by omission — including failing to disclose a commercial relationship — is also a prohibited unfair commercial practice under Part 4 of the Digital Markets, Competition and Consumers Act 2024, which replaced the earlier Consumer Protection from Unfair Trading Regulations 2008 and is enforceable by the Competition and Markets Authority and Trading Standards. A contract that runs influencer campaigns without addressing disclosure at all is leaving the client exposed on both fronts.

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 (disclosed markup) — following the ISBA/IPA standard terms of trading convention, the clause a generic template usually omits entirely.
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 CAP Code and the Digital Markets, Competition and Consumers Act 2024.
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 senior management" and then simply stops.

Requirements checklist

There is no UK statutory equivalent to France's loi Sapin media-buying transparency law
Media-buying transparency in the UK is governed by contract and market practice rather than a dedicated statute. Since 1998, ISBA and the IPA have jointly published standard terms of trading, developed with the law firm Lewis Silkin, which agencies and advertisers actually use to fix notice periods, IP ownership, and the agency's media-buying role — the real-world benchmark this template's media-buying clause follows.
Lewis Silkin — ISBA/IPA client/agency framework contracts
Influencer disclosure must be clear and prominent, with a statutory backstop against misleading omissions
The CAP Code requires a material connection between an endorser and an advertiser to be disclosed clearly and prominently — labels like "Ad" or "Paid Partnership" are accepted, vague terms and buried hashtags are not. Since 6 April 2025, misleading a consumer by omission is also a prohibited unfair commercial practice under Part 4 of the Digital Markets, Competition and Consumers Act 2024, enforceable by the Competition and Markets Authority alongside the ASA's self-regulatory rulings.
ASA/CAP — Recognising ads: social media and influencer marketing

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 CAP Code 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

Is a UK advertising agency legally required to say whether it buys media as an agent or a principal?

No — unlike France's loi Sapin, there is no UK statute that forces this disclosure. It's governed by contract and market practice instead, and the ISBA/IPA standard terms of trading are the real-world benchmark most UK agencies and advertisers actually use to fix the point. This template follows that convention by making the agreement state it plainly rather than leaving it to be assumed.

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 owner. 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. The agreement should say which one applies, since it changes what the client is entitled to see on invoices.

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.

Is the client responsible for influencer disclosure, or is that the influencer's problem?

Both, in practice. The CAP Code, enforced by the ASA, treats an undisclosed material connection as misleading advertising, and since 6 April 2025 misleading a consumer by omission is also an unfair commercial practice under the Digital Markets, Competition and Consumers Act 2024 — so the agreement should make the agency responsible for ensuring influencers disclose properly rather than leaving it entirely to the influencer.

What counts as a "material connection" that needs disclosure?

More than just cash payment — free or discounted products, a business relationship, early access, or the chance to win something can all count, if a meaningful portion of the audience wouldn't otherwise expect the connection. Under the CAP Code, the disclosure has to be clear and prominent, not hidden in a string of hashtags.

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.

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Disclaimer

This template and guide are provided for general information only and do not constitute legal advice. Advertising, endorsement-disclosure and consumer-protection requirements change over time. Consult a solicitor before relying on this document, particularly for large media budgets or influencer campaigns.