Advertising Agency Agreement Template (US)

Updated on August 5, 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. 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 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 installments:
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 license 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). Leaving this unstated — which is what 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 disclosure obligation is the advertiser's problem too

Under the FTC's Endorsement Guides (16 CFR Part 255), any material connection between an endorser and the advertiser — payment, free product, or a similar benefit — must be clearly and conspicuously disclosed if a significant portion of the audience wouldn't otherwise expect it. Critically, the advertiser can be held liable for a deceptive endorsement even when the endorser is the one who failed to disclose it, so a contract that runs influencer campaigns without addressing disclosure at all is leaving the client exposed.

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 Jotform's version 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 FTC's Endorsement Guides.
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

Material connections in influencer endorsements must be disclosed
Any connection between an endorser and the advertiser that a significant minority of the audience wouldn't expect — payment, free product, or a similar benefit — must be disclosed clearly and conspicuously. The advertiser can be liable for a deceptive endorsement even if the endorser is the one who failed to disclose it.
FTC Endorsement Guides, 16 CFR Part 255

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 installment 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 FTC 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. The contract 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, and the client can't fully delegate it away. Under the FTC's Endorsement Guides, an advertiser can be held liable for a deceptive endorsement even when the endorser — not the advertiser — is the one who failed to disclose a material connection, so the contract should make the agency responsible for ensuring influencers disclose properly.

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

More than just cash payment — free or discounted products, a business or family 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. The disclosure doesn't need every detail, but it has to clearly communicate that a connection exists.

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.

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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 media-transparency requirements vary and change over time. Consult an attorney before relying on this document, particularly for large media budgets or influencer campaigns.