A media agency may offer services such as copywriting, design and marketing services, while other agencies are expanding to provide digital services including search engine optimisation and website design. Consequently, a media agency’s client agreement should take into consideration the fast-paced nature and the unique elements of the media industry. This article sets out factors media agencies should consider when entering into client agreements.
Scope of Engagement
You should clearly set out the scope of your engagement with the client. Some examples of the way you may contractually structure your engagement include:
|Framework Arrangement (agreement to agree)||
You may set up a general engagement without coming to a final agreement on all aspects of the contract. In this arrangement, the client will issue you requests when they require you to undertake certain services.
Generally, there is no fixed date for the contract to end. As such, there is no ongoing obligation for the client to issue service orders or for you to provide service. This means you have the right to accept or reject a service order each time one is made.
Your services may be highly tailored to a certain project. If this is the case, the contract should reflect this by including clauses which are relevant to your engagement.
The contract should clearly set out any project timeframes, milestones and deliverables that may be required of you.
These contracts typically end upon completion of the project.
You may be engaged to provide ongoing services. For example, a client may request you manage a business’ social media channels or provide search engine optimisation services. In these cases, you should draft the contract to reflect the ongoing services.
You should determine whether you will be paid hourly or on the basis of the deliverables you provide.
These contracts are usually fixed for a certain period of time.
Revision of Deliverables and Variations
Any creative material your business produces will likely be subject to comments and requests for revision by the client.
Consequently, your scope of engagement should expressly set out the number of hours you will allow the client to spend revising any deliverables. If your client’s request to revise exceeds the original scope of engagement, the inclusion of a variation clause becomes essential. A variation clause will ensure you receive payment for any additional work you provide.
Access to Necessary Information
While providing media services, you will work closely with the client’s business. Therefore, it is crucial you ensure the contract includes a clause where the client grants you access to information or systems which you need to provide your services. This may include access to the client’s:
- content management systems;
- social media pages; or
- website back-end.
Your relationship with the client may allow you to access information which is not publicly available. As such, it is standard in these agreements to include non-disclosure clauses which specify that you will not disclose confidential information. It is essential you do not breach these clauses as the client will be entitled to take legal action against you.
As you will likely be creating intellectual property (IP) while providing your services, the contract should cover IP rights. IP is an essential tool to protect ideas belonging to you or the client, which will commonly arise in copyright and designs in the context of a media agency. It is common for your clients to own the IP in the material you create for them. However, additional questions you should address in the agreement may include whether:
- you have the right to use your client’s IP when performing the services;
- you have the right to promote your business with the client’s IP; and
- the client can use IP you created before the contract. For example, whether the client may access specific IP with a licence.
Dispute Resolution Clause
A dispute resolution clause sets your guidelines as to how you and the client will resolve any potential issues. This will assist in preserving the business relationship while reducing the time and expenses associated with any dispute that may arise. The clause may insist that you and the client attempt to alternative dispute resolution before moving on to formal court proceedings.
Furthermore, you may wish to consider appointing a representative person in your client’s business to be your main point of contact in providing the services. This has multiple benefits to your business as it will allow you to rely on the approval and communications received from the representative person.
If you are running a media agency business, make sure that your contract:
- addresses the scope of engagement;
- presents an achievable timeline or milestones for the provision of your services;
- ensures you have the right to access all the necessary materials and information about your client’s business;
- sets out the respective IP rights belonging to you and the client; and
- contains a dispute resolution clause.
Therefore, if you are a media agency and require assistance drafting or reviewing your client agreement, get in touch with LegalVision’s contract lawyers on 1300 544 755 or fill out the form on this page.
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