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Marketing Paid Search Agreement

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Marketing Paid Search Agreement

Parties and Effective Date

This Marketing Paid Search Agreement (the Agreement) is entered into between Brand/Client: and Agency/Provider: .

Effective Date:

Recitals

WHEREAS, Brand/Client engages Agency/Provider to plan, execute and manage paid search campaigns on Brand/Client's behalf; and WHEREAS, Agency/Provider has the expertise, personnel and systems to provide such services on the terms set forth in this Agreement.

Campaign Overview

Scope of Services and Deliverables

Agency/Provider will provide paid search services including account setup, campaign buildout, bids and budget management, keyword research, ad copywriting, landing page recommendations, tracking setup, conversion optimization, and reporting as described below.

Compensation and Expenses

Fees and payment terms are as follows.

Performance, Tracking and Reporting

Usage Rights and Intellectual Property

All pre-existing intellectual property remains the sole property of the party that owned it prior to this Agreement. Subject to Brand/Client's payment of fees, Brand/Client grants Agency/Provider a limited, non-exclusive, revocable license to use Brand/Client trademarks, logos, creative assets and data solely to perform the services described herein. Agency/Provider shall not use Brand/Client marks for other clients without prior written consent.

FTC Disclosure and Compliance

Agency/Provider shall ensure all paid search ads and any associated landing pages, sponsored listings and promotional content comply with applicable advertising and disclosure requirements. Where endorsement or promotional content appears, Agency/Provider shall include clear, conspicuous disclosures as required by advertising law. Brand/Client and Agency/Provider will cooperate to provide required disclosures and shall each be responsible for their own compliance.

Exclusivity

Exclusivity required for the campaign?

Term, Termination and Kill Fee

Term: The initial term of this Agreement shall begin on the Effective Date and continue for months, unless earlier terminated in accordance with this section.

Either party may terminate for convenience upon days' prior written notice. Termination for cause is permitted where the other party materially breaches and fails to cure within 30 days of notice.

Confidentiality and Data

Each party agrees to keep confidential all non-public information disclosed in connection with this Agreement and to use such information solely to perform obligations under this Agreement. Confidential information excludes information that is or becomes publicly available without breach, or is independently developed by the receiving party.

Representations, Warranties and Indemnities

Each party represents and warrants that it has full power and authority to enter into this Agreement and to grant the rights and fulfill the obligations herein. Brand/Client represents that provided assets do not infringe third-party rights. Agency/Provider represents that services will be performed in a professional manner consistent with industry standards.

Limitation of Liability and Remedies

Except for breach of confidentiality, willful misconduct, or indemnification obligations, neither party shall be liable for consequential, incidental, punitive or special damages. The aggregate liability of each party for claims arising out of this Agreement shall be limited to the total fees paid to Agency/Provider during the preceding six (6) months, unless otherwise agreed in writing.

Miscellaneous

Acknowledgements

By signing below, the undersigned represent and warrant that they have the authority to bind the respective party, and that they have read, understand and agree to the terms and conditions of this Agreement.

Brand / Client

Printed Name:

By:

Date:

Title:

Agency / Provider

Printed Name:

By:

Date:

Title:

Enter text✕

What a Marketing Paid Search Agreement Covers

A Marketing Paid Search Agreement is a written contract between an advertiser (client) and a marketing provider or agency that governs paid search (PPC) services. It defines scope of work, platforms (for example Google Ads, Microsoft Advertising), budgets and bidding authorities, campaign objectives and key performance indicators, billing terms, account access and ownership, confidentiality and data use, and termination rights. The agreement also documents approval processes, reporting cadence, and any compliance obligations tied to specific industries or regulated data. Proper execution typically includes signatures from authorized representatives and a retained record that meets ESIGN and UETA record requirements.

Why a Clear Agreement Matters for Paid Search

A well-drafted Marketing Paid Search Agreement clarifies responsibilities, reduces billing disputes, sets measurable performance expectations, and protects both parties on account access and IP. It also creates an auditable record — including an electronic signature trail — that supports enforcement and regulatory compliance under ESIGN (15 U.S.C. ch. 96) and state UETA rules.

Why a Clear Agreement Matters for Paid Search

Typical Parties That Use This Agreement

The Marketing Paid Search Agreement is used by internal teams and external vendors to align work, budgets, and legal responsibilities before campaigns run.

  • Digital marketing agencies and consultants who manage multi-client PPC accounts and need clear billing and scope terms.
  • In-house marketing teams that engage external platform specialists or freelancers for campaign setup and optimization.
  • Finance, legal, and procurement teams that require written terms, signature authority confirmation, and an auditable contract for spend.

Use the agreement to assign roles, define approval thresholds, and ensure authorized signers execute the contract so campaigns launch without payment or access delays.

Step-by-step: Completing the Agreement

Follow these steps to prepare, execute, and archive a Marketing Paid Search Agreement so campaigns can start on schedule.

  • 01
    Prepare: Assemble scope, budgets, dates, and platform list before populating the template.
  • 02
    Assign Fields: Place signature, initial, and date fields where each party must attest.
  • 03
    Authorize Signers: Confirm signatory authority and include job title and corporate capacity.
  • 04
    Execute & Store: Obtain signatures, capture audit trail, and save a tamper-evident PDF copy.

How to set up the online workflow and templates

Configure a digital signing workflow to automate routing, authentication, and storage for paid search contracts.

Field Configuration
Document Template Create reusable template with editable fields for scope, budget, and dates.
Authentication Use email + SMS or stronger methods for signatory verification.
Conditional Fields Show billing or approval clauses only when certain budget thresholds are selected.
Notifications Enable reminders and completion copies to all parties automatically after signing.

Common routing and execution flow

A clear execution flow reduces signer friction and shortens time to launch.

  • Draft: Prepare final wording and verify budget figures before sending for signature.
  • Send for Signature: Route to client contacts with authentication and clear instructions.
  • Sign: Signer authenticates and applies e-signature; system captures time and IP.
  • Archive: Store signed PDF and audit trail in a secure repository.

Delivery formats and integration considerations

Use common file formats and connect to systems that hold campaign and billing data for smooth operations.

  • Supported Formats: PDF and DOCX are standard for templates and signed outputs.
  • Integrations: Link to CRM, advertising platforms, and cloud storage for automated archiving.
  • Authentication: Use two-factor or SMS codes for higher-assurance signing events.

Choose a platform that exports ISO-compatible signed PDFs, offers audit trails, and integrates with systems such as Salesforce, NetSuite, Google Workspace, and Box to streamline campaign onboarding and payment reconciliation.

Key dates and scheduling expectations

Set clear milestones in the agreement so campaigns and payments follow predictable timelines.

Campaign Start Date:

The date when ad spend and optimization begin; ensure funds and account access are in place.

Payment Due:

Specify invoice timing and Net terms to avoid pauses in ad spend due to nonpayment.

Reporting Cadence:

Define weekly or monthly reporting dates and the data included in each report.

Initial Optimization Period:

State the testing window (often 14–30 days) before performance guarantees apply.

Renewal Notice:

Require 30 days written notice for nonrenewal or major scope changes.

Common mistakes to avoid

  • Failing to define who controls ad accounts and login credentials, which can create access disputes and interrupt campaigns.
  • Leaving budget and billing language vague, which leads to billing disagreements over media spend versus management fees.
  • Not identifying authorized signers or their corporate capacity, which risks invalid execution or delayed approvals.
  • Omitting performance measurement definitions (attribution model, conversion window), producing inconsistent KPI calculations.

Consequences of incorrect or incomplete agreements

Payment Disputes: Delayed payments and disputed invoices leading to campaign suspension.
Unauthorized Spend: Ad platforms may charge overruns if spend caps are not enforced.
Invalid Execution: Improper signer authority or missing consent can render the contract unenforceable.
Regulatory Exposure: Industry-specific ad violations can result in fines or account restrictions.
Data Breach Risk: Weak access controls may expose advertiser or customer data.
Tax Reporting Issues: Missing or incorrect contractor info may trigger backup withholding or reporting penalties.

Security and compliance checklist for electronic agreements

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Audit Trail: Time-stamped events, IP addresses, and user actions recorded
Access Controls: Role-based permissions and multi-factor authentication available
Certifications: SOC 2 Type II, ISO 27001 compliance available
HIPAA Support: BAA available for protected health information
21 CFR Part 11: Capabilities to support FDA-regulated recordkeeping

Essential clauses to include in a professional agreement

Include these clauses to create a balanced, enforceable paid search engagement that manages risk and operational detail.

Scope of Work

Describe services, platforms, targeting parameters, campaign deliverables, exclusions, and change-order process so both parties share expectations.

Budget and Spend Control

Define management fees, media spend responsibility, spend caps, and the process for approving budget increases or platform billing.

Performance Metrics

List KPIs, attribution model, conversion definitions, baseline benchmarks, and remedies or review triggers tied to performance.

Account Access and Ownership

Specify who holds platform accounts, transfer conditions on termination, and vendor rights to create or link ad accounts.

Confidentiality & Data Use

Protect client data, specify permitted analytics use, and include data retention and deletion obligations aligned with privacy rules.

Termination & IP

Explain early termination fees, notice periods, ownership of creative and tracking assets, and post-termination cooperation.

eSignature vendor comparison for signing and storing this agreement

Cost and feature comparisons can affect execution speed, auditability, and compliance. signNow is listed first for parity with purchasing workflows.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by promotion Varies by plan Varies by plan Varies by plan
Bulk Send Yes (Premium) Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA available) Yes Yes No No

Frequently asked questions about signing and enforcing this agreement

Answers to common questions about e-signing authority, validity, storage, and revocation for Marketing Paid Search Agreements.


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