Marketing Services Agreement Review Tool: Risks Marked on the Agency Draft
Upload the agency marketing draft you hold. See channels, ad-spend pass-through, creative IP and wind-down flagged on the clauses.
Checklist or detached report
Pros
- ✓A static list helps when this draft is not open. A score or a Word report can be forwarded without the source file.
- ✓Named upload pages on this query return a risk score with red flags, a Word report, or a negotiation-style risk report.
Cons
- ✗A score, a Word report or a checklist sits off the file. It does not show whether this draft moves creative on payment or only on full settlement.
- ✗A professional services checklist reads a different document.
Marks on this agency draft
Pros
- ✓You upload the PDF or DOCX the agency sent. Flags sit on the channel sentence, the ad-spend pass-through sentence, the creative IP sentence and the wind-down sentence.
- ✓A mark can carry a short explanation and an England and Wales pointer where a provision may apply.
Cons
- ✗A first pass does not replace a solicitor. A flag on an approval sentence or a guarantee sentence is not an Advertising Standards Authority clearance.
- ✗Staff-augmentation paper and consultancy paper stay on their own pages. This column is the agency marketing draft only.
Four flags on the agency draft
| Mark | Sentence on this draft | What you can see |
|---|---|---|
| Scope and channels | Named media, or only the words marketing services. A KPI that reads as a revenue, lead or rankings promise. Sole-provider width is read in this row, not as a fifth row. | Which channels are in, and which outcomes are only a hope. |
| Ad-spend pass-through | Who pays media, tools and freelancers. Markup, pre-approval and reconciliation. Who holds the spend and the ad accounts while the work runs. | Who carries invoices beyond the retainer. |
| Creative IP | Creative stays until termination and payment of all sums, or moves on a stated payment. Any sweep of tools, pitch work, stock or music. An assignment in writing signed by the assignor. | What moves only after payment, and what should stay with the agency. |
| Wind-down | Notice, booked media, pixels, data, and who keeps the ad accounts. | Whether notice leaves the logins and the spend behind. |
“Osborne Clarke marketinglaw published a short-form advertising agency-client agreement, written 1 January 2005 and expressed to be governed by English law. It is a published sample. It is not the 2025 IPA and ISBA Creative Services Framework Agreement, and it is not the draft in your inbox. Intellectual property in the product of the services, including the Advertising, remains the property of the agency and/or its licensors. On termination, and subject to payment of all monies due, the agency assigns those rights, to the extent they are vested in the agency, for £1. The agency is sole provider for named products and acts as principal, not as agent of the client, with suppliers. The creative sentence is vest-on-payment: rights stay with the agency until termination and payment of all monies.”
Upload the marketing services agreement
Choose the agency draft
Select the PDF or DOCX of the agency marketing-services draft you were sent. This is the upload marketing services agreement step. A master template and a blank form are a different job.
Send the file for analysis
Send that agency draft for a first pass. A generic service-agreement form is a different document.
Read the four flags on that file
You receive that same file with four flags on the clauses: scope and channels, ad-spend pass-through, creative IP, and wind-down, with a short explanation and a pointer where a provision of England and Wales may apply.
Open document analysis
Open /document-analysis and upload the marketing services agreement. This page has no second review URL.
A marketing services agreement review tool is for the agency draft already in your inbox. That PDF or DOCX rarely shows, on the paper itself, which channels are in scope, who funds and reconciles ad-spend, when creative rights move, or who keeps the ad accounts after notice. Decide whether those points are bounded before the engagement starts, or campaigns, logins and invoices can sit on the wrong side of notice.
Marketing services agreement review tool versus a checklist
What a checklist returns
The professional services checklist on the blog is for a different agreement, not this agency draft.
Fetched 22 October 2026, Contracko returns a risk score, key dates, red flags and an obligations list, and asks whether rights transfer on payment or only on full settlement. Vaulytica returns a Word report and uses a US FTC and CAN-SPAM set, not this England and Wales reading. BrieflyGo returns a risk report around notice, survival and sole discretion. CompareX reviews a generic service agreement, not a page titled as a marketing services agreement tool. On this cut it is not the leader of the exact query. Vendor timing and check-count claims are not used here.
What comes back on the same draft
Use the upload steps when the file is the agency draft. The contract review tool page, fetched 22 October 2026, describes risks highlighted on the clause, a short explanation, and statute links where a provision of England and Wales may apply. A first pass does not replace a solicitor. Work from the annotated source file.
Flags on the agency draft
A marketing agency agreement review tool, on this URL, means those four rows. A sole-provider line is read inside scope, not as a fifth row. Spend is who funds media and who holds the accounts while the work runs. Creative IP is when rights move. Wind-down is the exit.
If the words are only marketing services, the channel list is open. A KPI written as a revenue, lead or rankings promise sits in scope. The Signoti page, fetched 22 October 2026, flags revenue, ranking, lead and ROAS promises, and who funds media and contractors. Its rankings-guarantee sample is theirs, not the proof on your file.
A pass-through with no markup, pre-approval or reconciliation leaves invoices outside the retainer. IPA news of 27 November 2025 says the 2025 Creative Services Framework Agreement, developed with Lewis Silkin, introduces clauses on generative AI and reconciliation. The news page does not quote them, and it is not a media-buying contract. Only your draft shows whether reconciliation is written.
The 2005 sample illustrates the agency acting as principal with suppliers. It is not a rule for every draft. The Signoti FAQ says account ownership depends on the relationship, and that access, ownership, data and offboarding should be written. No statute here awards the account to the client. Flag silence, and flag a lock with no handover.
Example flag: creative IP that vests on payment
An ai marketing contract review, on this page, means an AI first pass on a marketing-services draft, not a checklist for buying AI-marketing services. Read the creative sentence beside the pass-through line and any sole-provider line.
The quote is the 1 January 2005 pattern, not your clause: assignment for £1 on termination and payment of all monies, only to the extent the rights are vested in the agency. Notice without that payment does not assign on that pattern. Osborne Clarke short form, 22 October 2026.
CDPA 1988 section 11: the author is first owner. The employer is first owner only for employee work in the course of employment, subject to contrary agreement. A freelancer is outside that default. GOV.UK, 22 October 2026: the commissioner is not first owner unless that is agreed in writing. Silence may mean only a limited non-exclusive licence. Section 90(3) requires writing signed by or on behalf of the assignor. A vest-on-payment promise still needs that writing if it is an assignment.
Reasonable endeavours to collect a subcontractor assignment are not that signed writing. A sweep of tools or pitch work is a different sentence. LegalSling, fetched 22 October 2026, is the agency reading a client MSA. Its fictional demo flags a sweep of pre-existing materials. Demo figures are not used. The IPA pitch note, updated 6 August 2026, says copyright covers original pitch designs, not ideas or, generally, strap lines. The Pitch Record Scheme adds no rights. Cost figures there are not used. Background IP versus foreground assignment is a different split from this agency draft.
CAP Code rule 1.8: primary responsibility for the Code sits with marketers, and agencies also accept an obligation to abide by it. Rule 1.10 puts primary responsibility for legality on marketers. The ASA codes bind advertisers, agencies and media owners. A flag is not an ASA clearance.
See the marks on the agency draft
Upload the agency draftUpload the marketing services agreement
Send the file
The steps above are the upload. Choose the PDF or DOCX of the agency marketing-services draft. Leave a master template, a blank form and a generic service-agreement builder for another task. Then open document analysis and send that file. There is no second path on this page, and there is no template download here.
Read the four flags
Read the table against the draft. A sweep of background tools, a vest only after full settlement with no interim licence, an uncapped advertising-claim indemnity, or exclusivity with no account handover goes to a solicitor with the marked file.
How pass-through spend sits beside the retainer
The retainer and the media money are different pots. Markup, pre-approval and reconciliation are sentences on this draft, not a custom you can assume. A recharge at cost with no right to see the supplier invoice is a different mark from a stated percentage. The November 2025 news announces reconciliation clauses and does not print them.
In the 2005 sample the agency acts as principal, so the supplier contract sits on the agency side and the client duty is the pass-through this draft actually writes. Your file may say agent, or nothing. Silence does not say who pays a booking that survives notice. Tools, production subcontractors and influencers engaged by the agency can sit in the same pot. This page is not an influencer-agreement review. Ask only whether those costs are capped, approved and reconciled, and whether any creative they make has a written assignment signed by the assignor.
When the sole provider line has no handover
Exclusivity in the scope row is the width of the appointment. Clause 1.1 of the 2005 sample names the agency sole provider for named products. Wind-down is the exit: notice, media already booked, pixels, data and the ad accounts. If notice ends the appointment and the draft is silent on committed media, the paper does not say who pays it or who may run it. If the logins stay with the agency, the next supplier may have no access. No statute in these sources awards the account to the client. Flag the missing handover.
The 2005 sample lets the agency use the Advertising for its own promotion after termination. Ask whether your draft limits that to work already published. The 2025 news does not supply the sentence.
A services page does not replace this draft
An agency retainer is easy to file under services and then open the professional services upload or the consultancy upload. Those pages mark different papers: staff-augmentation pricing and acceptance on one, consultancy methodology and off-payroll questions on the other. The draft in your hand is the agency marketing file. The four flags are channels, ad-spend pass-through, creative IP and wind-down. Marketplace seller terms are outside this URL as well.
Where a professional services page stops
This file is an agency marketing-services draft. A staff-augmentation professional services agreement, with time-and-materials or a fixed fee, background and foreground IP, and acceptance, has its own upload: the professional services agreement review. A consultancy agreement, including methodology and off-payroll questions, has its own upload: the consultancy agreement review. Open them when the inbox holds that document.
Marketplace seller terms are a different document. They are not reviewed here. An influencer agreement is a neighbouring type, not this page. One professional services checklist stays on the blog, at the professional services agreement review checklist. Freelance clauses stay on the blog, at freelance contract clauses before signing. Neither article is a substitute for marks on this agency file.
The output of this upload is flags on the draft you sent. It is not a chatbot, not a Word add-in and not a CLM.
What the pointers are for
Document analysis, fetched 22 October 2026, is AI support, not a law firm or legal advice. Flags carry a severity and a short explanation. A first pass does not replace a solicitor. England and Wales sources are pointers to check. Scotland and Northern Ireland are separate. The Copyright, Designs and Patents Act 1988 is a UK Act, and a link is not a reading for Scotland or Northern Ireland, nor an Advertising Standards Authority clearance. Legal Services Act 2007 section 12 reserves a right of audience, conduct of litigation, reserved instrument activities, probate, notarial activities and the administration of oaths. Legal activity is wider and includes legal advice. This upload is not offered as a reserved activity. The Solicitors Regulation Authority warning of 17 August 2026 says models can invent cases, references and facts. Open every statute link.
What you can name before work starts
Before you leave, you should be able to name which sentences on this draft to challenge before work starts, which High items go to a solicitor, and to treat the pass as AI support with human verification. That is the close of this page.
Name four sentences: the channel list, including sole-provider width and any KPI written as a promise; the pass-through line, including markup, pre-approval, reconciliation and who holds the spend; the creative sentence, including vest on payment or only on full settlement, and any sweep of tools or pitch work; and the wind-down line for accounts, pixels, data and booked media. Take the file to a solicitor when background tools are swept into a transfer, creative vests only after full settlement with no interim licence, an advertising-claim indemnity is uncapped, or exclusivity has no account handover. Also stop when a statute pointer does not match the clause. The SRA warning Misuse of AI, published 17 August 2026 tells solicitors that models can invent cases, references and facts. It is a reason to verify, not a product feature.
The reserved-activity boundary is the Legal Services Act 2007 section 12, set out in the note above. This upload is not offered as a reserved activity. When the paper is the agency marketing draft, open document analysis.
FAQ
When does creative IP move if the draft vests rights on payment?
Read the sentence on the draft. A published English-law sample of 1 January 2005, from Osborne Clarke marketinglaw, keeps intellectual property in the Advertising with the agency until termination and payment of all monies due, then assigns those rights for £1 to the extent they are vested in the agency. That sample is not your draft and not the 2025 IPA and ISBA Creative Services Framework Agreement.
Ask whether rights move when the creative invoice is paid, or only when every sum is settled, and whether any interim licence exists in between. Under the Copyright, Designs and Patents Act 1988 section 90(3), an assignment of copyright is not effective unless it is in writing signed by or on behalf of the assignor.
Who holds the ad accounts when the agency engagement ends?
The draft has to say so. No statute in the sources for this page gives the ad account to the client by default. Mark silence, and mark a lock with no handover of logins, pixels, data or media already booked.
A fetched agency-review FAQ states that who should own the accounts depends on the relationship, and that the contract should state account access, ownership, data and offboarding.
Is an agency marketing draft the same upload as a professional services agreement?
No. Staff-augmentation pricing, background and foreground IP, and acceptance belong on the professional services agreement review. Consultancy methodology and off-payroll questions belong on the consultancy agreement review.
This page is the agency marketing draft: channels, ad-spend pass-through, creative IP and wind-down. Marketplace seller terms are a different document.
What does an upload add if I already have a checklist?
A checklist, a risk score or a Word report lists issues away from the paper. This upload marks the channel, spend, creative IP and wind-down sentences on the agency draft you already hold.
The professional services checklist on the blog is a reading method for that other document. It does not show whether this draft vests creative on payment or only on full settlement.
Does a flag mean the Advertising Standards Authority has cleared the work?
No. CAP Code rule 1.8 places primary responsibility for observing the Code on marketers, and agencies also accept an obligation to abide by the Code. Rule 1.10 places primary responsibility for the legality of marketing communications on marketers.
A mark on an approval sentence or a guarantee sentence is a question on the contract. It is not an ASA clearance.
Which marks should go to a solicitor before work starts?
Take the marked file when any of these is true:
- the draft sweeps background tools, stock, music or pitch work into a transfer
- creative vests only after full settlement and there is no interim licence
- an indemnity for advertising claims is uncapped
- exclusivity has no handover of ad accounts
- a statute pointer does not match the clause
Treat the pass as AI support with human verification. It does not replace a solicitor.
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