Written by Associate, Lucy Diggle
A well-drafted creative agency client services agreement is more than just a legal formality – it’s a strategic tool that protects your agency’s time, creativity, and reputation. Having your own tailored marketing services agreement ensures your agency’s processes, pricing, and intellectual property are respected and protected and it’s one of the best investments you can make. In this week’s blog, we outline some key clauses and the way they can work for your business in any good creative agency client services contract.
1. Entire Agreement Clause
Creative projects often involve a flurry of documents – briefs, proposals, emails, and purchase orders. While these documents are useful for collaboration, they can create confusion about what’s actually agreed upon. An ‘entire agreement’ clause ensures that only the terms in your Creative Agency Client Services Agreement are binding. This protects your agency from having external documents unintentionally override or expand the scope of work. It’s also wise to include language stating that any changes to the agreement must be made in writing and signed by both parties.
2. Form of Deliverables
Agencies invest significant time and expertise into creating deliverables, including working files, source files, and editable assets. These materials often contain proprietary techniques, templates, and intellectual property that form the backbone of your creative process.
To protect this, your Creative Agency Client Services Agreement should specify that final deliverables will be provided in non-editable formats unless otherwise agreed. If editable files are requested, you can include a clause requiring the payment of additional fees.
3. Revisions
Revision rounds can quickly spiral out of control if not clearly defined. Your agreement should specify how many rounds of revisions are included (typically two) and the limits of these revisions (i.e. minors revisions, reasonable revisions etc.). For example, minor styling changes or tweaks to typeface and color may be acceptable, while major redesigns should be treated as formal change requests (see point 4 on this below).
Include a deadline for submitting revision requests to avoid open-ended feedback loops and clarify when draft deliverables are deemed accepted by the client. This helps ensure the project moves forward efficiently and protects your agency’s time (your greatest resource).
4. Changes and Pause Requests
Projects don’t always follow a linear path. Clients may request changes or need to pause due to internal priorities. Your agreement should outline a formal process for handling change requests, including how they affect pricing and timelines. If your agency can accommodate the change, issue an updated scope of work. If not, allow either party to cancel the project with appropriate notice.
For pauses, consider allowing clients to pause for a defined period (e.g. six months) with a fee to retain the project slot. Clarify how previously paid fees are treated and what happens if the project isn’t resumed. This protects your agency from indefinite delays so that you can progress with other client projects.
5. Legal Checks
Creative agencies are not legal advisors, and clients should be responsible for conducting legal checks such as trademark searches, copyright clearances, and pre-publication reviews. Your agreement should state that clients are responsible for ensuring the deliverables can be used for their intended purpose and that your agency makes no guarantee the content is legally compliant with all laws. Your agreement should clearly state that clients are responsible for ensuring the deliverables can be used for their intended purpose.
6. Client Obligations
Your agreement should include a series of client warranties and obligations, so their own obligations are clearly defined. Clients should commit to providing complete and accurate information, documentation, and approvals in a timely manner (so that you can get on with the job, and their delays don’t become your own).
Clients should also have a positive obligation to treat your team with professionalism and respect. This is especially important in high-pressure projects and campaign environments. Additionally, clients should warrant that they have obtained all necessary permissions (i.e. licenses or releases) for any materials they provide and that your use of these materials won’t infringe third-party rights.
Together, these obligations help protect your agency and ensure a collaborative working relationship.
7. Suppliers
Many creative projects involve third-party suppliers. Think: photographers, caterers, composers, manufacturers, venues, or other talent. Your agreement should clarify who is responsible for engaging these suppliers and who bears the risk if something goes wrong.
Ideally, the agreement should include a consent from your client to engage suppliers on their behalf, so your agency isn’t contracting with suppliers and bearing the contractual risk. Ensure there’s also wording to the effect that your agency is not responsible for the supplier’s performance or payment.
Sometimes, this isn’t possible, and a client will push back on this arrangement. In the instance where your agency is contracting with suppliers directly, include a clause that limits your liability for their goods and services.
It’s also wise to charge a supplier management fee to cover the time and effort involved in sourcing and coordinating suppliers.
8. Project Costs and Payment Terms
Any good client services agreement will clearly outline the costs payable and the timelines for payment (often in an accompanying proposal or schedule of terms). If your agency relies on staged payments to cover operating costs, make this clear in the agreement and structure the payments accordingly. Include a clause stating that deliverables cannot be used until payment is made in full.
Also define how expenses will be handled. Our recommendation is generally for known expenses to be listed in the proposal/schedule of terms, with the client agreeing that out of pocket disbursements can be charged to the client where you’ve sought and obtained their prior written approval. A note: ensure the approval process aligns with your workflow so it doesn’t become a bottleneck.
Finally, clarify that project fees are estimates and may change based on scope adjustments or unforeseen requirements. Project costs can blow out, and its important for you have flexibility regarding the ability to charge for additional work.
9. Intellectual Property
Intellectual property) is at the heart of your services as a creative agency. This means your Creative Agency Client Services Agreement should clearly distinguish between different types of IP: client IP (IP owned or controlled by your client), agency IP (IP owned or controlled by your agency), developed IP (the IP produced as part of the services performed for the client), and supplier IP (IP owned or controlled by third party suppliers).
Clients should retain ownership of their own IP and grant your agency a licence to use it for the project. This licence should be as broad as possible and be subject to full payment by the client. This ensures your agency retains control over your outputs until obligations are met.
Your agency should retain ownership of its own IP, including templates and tools.
Regarding Developed IP, we generally recommend for agencies to retain this where possible. This means that your agency grants the client a licence (a right to use the deliverables produced for the client), which is often limited to a series of licence terms, such as to term, territory, media and/or purpose.
For supplier IP, clarify that usage is subject to the supplier’s licence terms and that the client is responsible for maintaining those licences and paying any associated fees.
10. Promotion and Credit
Showcasing your work is essential for growing your agency’s brand. To ensure you have the requisite permission, include a clause that allows you to use final deliverables in your portfolio, on your website, and in pitches or award submissions once the client has made them public.
Also request permission to use the client’s name and logo in your published client list. These rights help you demonstrate your capabilities and attract new business, while respecting the client’s confidentiality and timing.
11. Use of AI
As AI tools become more common in creative workflows, it’s important to address their use in your agreement. If your agency uses AI systems to assist with deliverables, disclose this. To provide greater comfort to your client, make it clear that confidential client information will never be input into these systems.
Ensure that the agreement also clearly stated that your agency owns the intellectual property in AI-generated outputs (excluding any client owned materials).
Lastly, given the inherent uncertainties with AI systems, include a disclaimer that your agency cannot guarantee AI outputs are free from similarities to other works or potential infringement, and that clients remain responsible for conducting their own due diligence.
12. Liability and Indemnity
Liability and indemnity clauses are critical for managing legal and financial risk in client services agreements. Your agreement should aim to cap your agency’s liability to the cost of resupplying the services or refunding fees already paid.
This protects your agency from disproportionate claims and ensures that liability remains commercially reasonable. It’s also important to exclude consequential loss – such as lost profits, reputation damage, or anticipated savings – which can be difficult to quantify and often far exceed the value of the services provided.
A strong indemnity clause should require each party to take responsibility for losses caused by their own serious (or “material”) breaches of the agreement.
Additionally, your agency should be indemnified if the client disregards your professional advice, such as failing to conduct legal checks or approvals, as discussed above.
These provisions help maintain accountability and fairness, while shielding your agency from claims that arise from decisions outside your control.
13. Cancellation
A well-considered cancellation clause helps your business prepare for unexpected changes and protect your investment of time and resources on client projects. It should clearly set out the grounds for termination – whether for breach, convenience, or other defined triggers – and include reasonable notice periods (e.g. 30 days) and opportunities to remedy breaches. This structure promotes transparency and gives both parties a fair opportunity to remedy breaches whilst providing an exit strategy.
Financial consequences and contingencies of cancellation should also be addressed explicitly. Your agency should retain the right to invoice for work completed up to the cancellation date and, where appropriate, keep payments for unused services.
If you charge an administration fee when a client cancels, ensure it reflects a genuine pre-estimate of loss, covering costs like resource rescheduling and lost income, so it’s enforceable under Australian Consumer Law (and not considered a ‘penalty’).
Finally, clarify how clients may use deliverables prepared before cancellation. As a general rule, clients should be allowed to use assets they’ve paid for, unless the agreement is terminated due to their breach, in which case your agency should reserve the right to revoke any licences granted.
Further Information:
Want to read more? Check out these other blog posts we’ve written:
– How to Choose the Best Structure for Your Creative Business
– When are Overseas Workers Covered by the Fair Work Act?
If you own or run a creative agency and would us to prepare a watertight Creative Agency Client Services Agreement or provide some legal advice, please contact us through our online form or via email at hello@studiolegal.com.au.
Written by Associate, Lucy Diggle
Published 16 October 2025.
Photo by Marvin Meyer on Unsplash
DISCLAIMER
The information in this article is of a general nature. It does not constitute formal legal advice and should not be relied on as such. Please see the full disclaimer in our website terms. Please contact Studio Legal if you are seeking advice about a specific legal matter.