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Marketing PPC Management Agreement

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MARKETING PPC MANAGEMENT AGREEMENT

Parties and Effective Date

This Marketing PPC Management Agreement (the "Agreement") is entered into as of by and between:

Corporation    LLC    Individual/Sole Proprietor

Corporation    LLC    Individual/Sole Proprietor

Recitals

WHEREAS, Brand engages Agency to provide pay-per-click ("PPC") campaign management services under the terms set forth below; and WHEREAS, Agency has the expertise, personnel and resources to perform such services.

Scope of Services

Agency shall perform PPC campaign strategy, account setup and ongoing management including keyword research, bid strategy, ad copy creation, landing page recommendations, conversion tracking, negative keyword management, and ongoing optimization as described in this Agreement.

Campaign Details

Google Ads    Microsoft Advertising (Bing)    Facebook / Meta Ads    LinkedIn Ads    Other (specify in scope)

Deliverables and Schedule

Agency will deliver the following items according to the delivery schedule below. Delivery dates are target deadlines; material delays caused by Brand may extend deadlines.

Performance and Reporting

Agency will measure and report performance against mutually agreed KPIs. Reporting cadence, metrics and access levels are set forth below.

Weekly    Bi-weekly    Monthly

Compensation and Payment Terms

Brand shall pay Agency fees and reimburse approved expenses in accordance with this section. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Expenses and Third-Party Charges

Brand agrees to reimburse Agency for pre-approved third-party expenses reasonably incurred in performance of services, including but not limited to media costs, third-party tools, and creative production, subject to prior approval where required.

Ownership, License and IP

Subject to full payment of all fees due, Brand shall own final creative assets specifically commissioned for Brand and paid for in full. Agency retains ownership of proprietary tools, methodologies, bid strategies and templates. Agency grants Brand a non-exclusive, non-transferable license to use Agency deliverables for the term described below.

Exclusivity

Unless otherwise agreed in writing, Brand shall not grant exclusive agency for all PPC activity to Agency. If exclusivity is required, check below and provide terms.

Exclusivity requested (complete terms below)

FTC Disclosure and Compliance

Agency will comply with applicable advertising laws and disclosure rules. Brand acknowledges that Agency will require approvals for any endorsements and that all sponsored content must include clear and conspicuous disclosures where required.

Brand and Agency acknowledge and will comply with advertising disclosure requirements and truth-in-advertising obligations.

Term and Termination

Upon termination, Agency shall invoice Brand for all earned fees, unreimbursed expenses, and any agreed kill fee. Any pre-paid but unearned fees shall be refunded on a pro rata basis unless otherwise specified.

Confidentiality

Each party shall keep confidential the other party's proprietary information disclosed in connection with this Agreement and shall use such information solely to perform its obligations hereunder. Confidential information does not include information independently developed or already in the public domain.

Representations, Warranties and Indemnification

Each party represents that it has authority to enter this Agreement. Agency warrants that services will be performed with commercially reasonable skill and care. Brand shall indemnify and hold Agency harmless for claims arising from Brand-supplied materials, inaccurate targeting instructions, or violation of applicable laws. Agency shall indemnify Brand for claims arising from Agency’s gross negligence or willful misconduct in performance of services.

Limitation of Liability

Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for indirect, incidental, special or consequential damages. Agency’s aggregate liability under this Agreement shall not exceed the total fees paid by Brand to Agency in the six months preceding the claim.

Data, Privacy and Account Access

Brand authorizes Agency to access Brand advertising accounts and analytics. Agency will process data in accordance with instructions from Brand and applicable privacy obligations. Brand is responsible for obtaining any necessary consents for data use.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the state identified below without regard to conflict of law principles. Parties will attempt to resolve disputes in good faith by negotiation; if unresolved, disputes shall be resolved by arbitration or litigation as specified below.

Notices

Notices required under this Agreement shall be in writing and delivered to the contact addresses listed above or as updated in writing by either party.

Miscellaneous

This Agreement, including any exhibits or schedules, constitutes the entire understanding between the parties and supersedes prior agreements relating to the subject matter. Amendments must be in writing and signed by authorized representatives of both parties.

Authorizations and Approvals

Brand / Client:

By:

Date:

Agency / Manager:

By:

Date:

Enter text

What a Marketing PPC Management Agreement Covers

A Marketing PPC Management Agreement is a written contract between a client (advertiser) and a pay-per-click (PPC) manager or agency that defines services, responsibilities, fees, ad spend handling, reporting, performance targets, intellectual property, confidentiality, indemnities, and termination terms. It typically covers campaign setup, daily management, optimization, platform access, budget controls, invoicing and pass-through ad spend, and dispute resolution procedures. The agreement clarifies who controls accounts and data, how billing and reimbursements are handled, and the cadence and content of performance reports to reduce misunderstandings during the engagement.

Why a Clear Agreement Matters for PPC Work

A well-drafted Marketing PPC Management Agreement reduces disputes, aligns expectations on budget and KPIs, protects proprietary data, and defines billing and termination mechanics. It helps both parties document responsibilities for ad spend, campaign ownership, and access credentials, which is essential when multiple platforms and billing flows are involved.

Why a Clear Agreement Matters for PPC Work

Who Typically Signs or Prepares This Agreement

Typical signers include advertisers, in-house marketing managers, independent PPC contractors, and agency account executives; legal or procurement may also review agreements.

  • Digital marketing agencies and account teams managing multiple client PPC campaigns.
  • In-house marketing managers or CMOs who control strategy and budget decisions.
  • Freelance PPC specialists and contractors hired for campaign execution.

Parties should ensure the signer has authority to bind the entity and that billing and ad account access fields are completed to avoid later enforcement issues.

Core Clauses to Include in a Professional Agreement

Include clear, actionable clauses that define scope, payment, performance expectations, access rights, data ownership, confidentiality, and termination. Each clause should be measurable or have objective triggers to reduce disputes.

Scope of Services

Describe platforms (search, display, social), campaign types, deliverables, frequency of optimizations, and any exclusions to avoid ambiguity in responsibilities.

Fees & Billing

Specify management fees (flat, percentage, or hybrid), how ad spend is billed or passed through, invoicing schedule, late payment interest, and payment methods.

Reporting & KPIs

Define report cadence, key performance indicators (clicks, conversions, CPA), data sources, attribution model, and remedies if measurable targets are not met.

Account Access & Data

State who controls ad accounts, credential handling, transfer procedures at termination, and any rights to raw performance data or analytics.

Confidentiality & IP

Protect creative, bidding strategies, proprietary processes, and specify ownership of campaign assets and any custom work product.

Termination & Liability

Set notice periods, wind-down obligations, final accounting for ad spend, indemnities, limitation of liability, and dispute resolution method.

Step-by-Step: Completing the Marketing PPC Management Agreement

Follow these sequential steps to prepare, review, and finalize the agreement with minimal rework.

  • 01
    Gather Information: Collect legal names, billing details, ad account IDs, and authorized signers.
  • 02
    Define Scope: Write detailed campaign tasks, platforms, geographic targeting, and deliverables.
  • 03
    Set Financials: Confirm management fees, ad spend responsibilities, invoicing cadence, and payment terms.
  • 04
    Sign and Distribute: Obtain authorized signatures and send executed copies to all parties for recordkeeping.

How to Configure an Online Signing Workflow

Set up an e-signature workflow that reflects signing order, authentication strength, and notification preferences before sending.

Field Configuration
Signing Order Sequential or parallel routing as required by internal approvals.
Authentication Email link by default; use SMS code or KBA for higher assurance.
Reminders Automatic reminder cadence and expiration settings for pending signatures.
Certificate Retention Enable audit trail and certificate of completion for evidentiary records.

Distribution and Technical Requirements for eSubmission

Choose file types, integrations, and authentication methods before sending to ensure compatibility with recipient systems.

  • File Formats: Use PDF or DOCX for best compatibility with signing platforms.
  • Integrations: Connect with Salesforce, Microsoft 365, NetSuite, Google Workspace, Box, or Procore for automated workflows.
  • Security Controls: Require audit trail, TLS encryption, and optional multi-factor signer authentication.

Confirm recipients can open the chosen format and that authentication meets any industry requirements before sending the final document for signature.

Key Timing and Notice Requirements to Specify

Include explicit dates and notice periods in the agreement to govern campaign start, billing, reporting, renewals, and termination.

Campaign Kickoff Date:

Date when campaign management and billing begin.

Initial Payment Due:

Specify payment due upon signing or prior to launch.

Monthly Reporting Date:

Fixed monthly day for delivery of performance reports.

Renewal Notice Period:

Number of days’ notice required before automatic renewal.

Termination Notice:

Advance notice required to end the agreement without penalty.

Common Preparation Mistakes to Avoid

  • Leaving ad spend responsibilities vague leads to disputes over who pays platform charges and when reimbursements are due.
  • Failing to name the authorized signer or provide proof of signing authority causes delays and may invalidate agreements.
  • Not defining KPIs or reporting format creates disagreement about campaign success and billing adjustments tied to performance.
  • Omitting data ownership and transfer procedures risks loss of historic account data at termination or transition.

Consequences of an Incorrect or Incomplete Agreement

Billing Disputes: Late or disputed payments and chargebacks.
Access Loss: Inability to retrieve accounts or data at termination.
Contract Breach: Claims for damages and legal fees.
Regulatory Risk: Privacy or advertising law violations.
Reputational Harm: Client relationship damage and lost referrals.
Tax Consequences: Incorrect invoicing or reporting triggers audits.

Comparison: Common eSignature Providers for Agreement Execution

Select an eSignature provider that supports audit trails, required authentication, and any industry compliance (for example HIPAA) before sending the Marketing PPC Management Agreement.

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, no credit card No No Yes, limited Yes, limited
Bulk Send Yes (Business Premium) Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

FAQs and Troubleshooting for Common Signing Issues

Answers to frequently asked questions about enforceability, notarization, correcting errors, storage, and signature attribution for Marketing PPC Management Agreements.


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