Marketing Services Agreement (Australia)
This Marketing Services Agreement (the “Agreement”) is made on [Agreement Date] between:
[Agency Name] (ABN [Agency ABN], ACN [Agency ACN]), of [Agency Address], [Agency Suburb], [Agency State] [Agency Postcode] (the “Agency”); and
[Client Name] (ABN [Client ABN]), of [Client Address], [Client Suburb], [Client State] [Client Postcode] (the “Client”).
The Agency and the Client are referred to collectively as the “Parties”.
BACKGROUND
A. The Client wishes to engage the Agency to provide marketing and advertising services described in this Agreement.
B. The Agency agrees to provide those services on the terms and conditions set out in this Agreement.
C. The Parties intend this Agreement to comply with the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)), the Copyright Act 1968 (Cth), and the Australian Association of National Advertisers (AANA) Code of Ethics.
NOW, THEREFORE, the Parties agree as follows:
1. MARKETING SERVICES AND CAMPAIGN SCOPE
1.1 The Agency agrees to provide the following marketing and advertising services to the Client (the “Services”):
[Campaign Description]
1.2 The key deliverables under this Agreement are:
[Deliverables]
1.3 Performance metrics and KPIs agreed between the Parties are:
[Performance Metrics]
1.4 The Agency will perform the Services with due care and skill and in a professional manner consistent with industry standards. The Agency does not guarantee specific marketing outcomes, results, or return on investment, as these are subject to factors beyond the Agency's control including market conditions, platform algorithms, and consumer behaviour.
1.5 Variations to the agreed scope of Services must be requested in writing by the Client and confirmed in writing by the Agency. Additional fees may apply to scope variations.
2. CLIENT APPROVALS AND CONTENT AUTHORISATION
2.1 The client approval process for campaign materials is as follows:
[Approval Process]
2.2 The Client warrants that all information, materials, product claims, and content directions provided to the Agency are accurate, not misleading, and comply with all applicable laws including the Australian Consumer Law and the Australian Consumer Law prohibition on misleading and deceptive conduct (ss 18–29 of the ACL) and false or misleading representations (s 29 ACL).
2.3 The Client indemnifies the Agency against any loss, damage, liability, cost, or expense (including legal costs on a solicitor-client basis) arising from any claim that content approved by the Client infringes any third party's rights, is misleading, or breaches any applicable law.
3. FEES, ADVERTISING SPEND AND PAYMENT
3.1 In consideration of the performance of the Services, the Client shall pay the Agency $[Fee Amount] ([GST Treatment]) on [Fee Structure] basis.
3.2 In addition to the Agency fee, the Client authorises a third-party advertising spend budget of $[Ad Spend Budget] per month for paid media placements. The Agency will manage this budget on behalf of the Client through the relevant advertising platforms. The Client acknowledges that the Agency is not responsible for the terms, policies, or billing practices of third-party platforms including Google, Meta, or LinkedIn.
3.3 The Agency will issue tax invoices in accordance with the A New Tax System (Goods and Services Tax) Act 1999 (Cth). All invoices must include the Agency's ABN and clearly state the GST amount or confirm that the price is GST-inclusive.
3.4 The Client must pay each tax invoice within [Payment Terms] days of the invoice date by electronic funds transfer. If payment is not received by the due date, the Agency may suspend the Services and may charge interest on the overdue amount at 10% per annum, calculated daily from the due date.
3.5 The Agency may pause or suspend paid media campaigns if the advertising spend account is not sufficiently funded. Any resulting campaign performance impacts are not the Agency's responsibility.
4. INTELLECTUAL PROPERTY
4.1 All intellectual property rights in creative works, copy, designs, strategies, campaign materials, and other content produced by the Agency specifically for the Client under this Agreement (“New IP”) are [IP Ownership].
4.2 Under the Copyright Act 1968 (Cth), copyright in works created by an independent contractor vests initially in the creator (s 35). A written assignment is required to transfer ownership to the Client and takes effect upon full payment of all outstanding fees under this Agreement.
4.3 The Agency retains all intellectual property rights in its pre-existing processes, methodologies, tools, templates, and know-how (“Background IP”). The Agency grants the Client a non-exclusive, royalty-free licence to use Background IP incorporated in deliverables solely for the Client's agreed marketing purposes.
4.4 Each Party warrants that it will not, in performing its obligations under this Agreement, infringe the intellectual property rights of any third party. The Agency will ensure all stock imagery, music, fonts, and third-party content used in campaigns is properly licensed.
4.5 The Client grants the Agency a non-exclusive licence to use the Client's trade marks, logos, branding materials, and content solely for the purpose of performing the Services under this Agreement.
5. TERM AND TERMINATION
5.1 This Agreement commences on [Agreement Date] for an initial term of [Term Months] months. Following the initial term, this Agreement continues on a month-to-month basis until terminated by either Party.
5.2 Either Party may terminate this Agreement after the initial term by giving [Notice Period] days' written notice to the other Party.
5.3 Either Party may terminate this Agreement immediately by written notice if the other Party commits a material breach of this Agreement and fails to remedy that breach within 14 days of written notice requiring it to do so.
5.4 On termination, the Client must pay all outstanding fees for Services performed up to the date of termination. If the Agreement is terminated by the Client during the initial term without cause, the Client shall pay a reasonable cancellation fee equivalent to the remaining months of the initial term, unless otherwise agreed in writing.
5.5 On termination, each Party must promptly return or destroy the other Party's confidential information and the Agency must provide the Client with access to campaign accounts, assets, analytics data, and reports as reasonably requested.
6. CONFIDENTIALITY AND PRIVACY
6.1 Each Party must keep confidential all Confidential Information received from the other Party and must not disclose it to any third party without prior written consent, except to employees and advisers on a strictly need-to-know basis.
6.2 Confidential Information means any information that is identified as confidential or that a reasonable person would consider confidential, including business strategies, customer data, pricing, campaign performance data, and proprietary methodologies.
6.3 The Agency must handle any personal information provided by the Client in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs). The Agency must not use personal information for any purpose other than performing the Services.
6.4 Where the Agency collects personal information on behalf of the Client through campaign landing pages, lead generation forms, or digital marketing activities, both Parties acknowledge their respective obligations under the Privacy Act 1988 (Cth) and must comply with those obligations.
7. AUSTRALIAN CONSUMER LAW AND LIMITATION OF LIABILITY
7.1 Nothing in this Agreement excludes, restricts, or modifies any consumer guarantee, right, or remedy that cannot lawfully be excluded under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or any other applicable legislation.
7.2 To the extent permitted by law, the Agency's aggregate liability to the Client for all claims arising under or in connection with this Agreement is limited to the total fees paid to the Agency in the 3 months preceding the event giving rise to the claim.
7.3 To the extent permitted by law, neither Party is liable to the other for any indirect, consequential, or special loss or damage, including loss of profit, loss of revenue, or loss of opportunity, arising from or in connection with this Agreement.
7.4 The Agency is not liable for any reduction in advertising platform performance, account suspensions, policy changes, or algorithm updates by third-party platforms (including Google, Meta, LinkedIn, or TikTok) that affect campaign performance.
8. GENERAL PROVISIONS
8.1 Independent Contractor: The Agency is an independent contractor and not an employee, partner, or agent of the Client. The Agency is responsible for its own tax obligations, superannuation contributions under the Superannuation Guarantee (Administration) Act 1992 (Cth), and workers' compensation obligations.
8.2 Dispute Resolution: In the event of a dispute, the Parties must attempt to resolve the dispute through good-faith negotiation within 14 days of written notice of the dispute. If not resolved, either Party may refer the matter to mediation before the Australian Disputes Centre or a mutually agreed mediator.
8.3 Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the provision of marketing services and supersedes all prior representations, discussions, and agreements, whether oral or written.
8.4 Amendments: This Agreement may only be varied by a written instrument signed by both Parties.
8.5 Governing Law: This Agreement is governed by the laws of [Governing State], Australia. Each Party submits to the non-exclusive jurisdiction of the courts of [Governing State] and the Federal Court of Australia.
EXECUTED as an Agreement.
AGENCY
Full name: [Agency Name]
ABN: [Agency ABN]
Address: [Agency Address], [Agency Suburb], [Agency State] [Agency Postcode]
CLIENT
Full name: [Client Name]
Address: [Client Address], [Client Suburb], [Client State] [Client Postcode]
Agency
________________
Signature
Date: ________________
Client
________________
Signature
Date: ________________
What Is a Marketing Services Agreement (Australia)?
A Marketing Services Agreement in Australia records the marketing to be provided, the fees, the service standards, and each party's obligations between the provider and the client under the Corporations Act 2001 (Cth).
In Australia, marketing agreements are governed by contract law and the Australian Consumer Law (ACL), which is Schedule 2 of the Competition and Consumer Act 2010 (Cth). The ACL implies non-excludable guarantees that services will be performed with due care and skill and be fit for any specified purpose. The agreement must be consistent with these statutory requirements.
A well-drafted Marketing Services Agreement protects the agency by clearly defining the scope of engagement so that expectations are aligned and scope creep is managed. It protects the client by recording exactly what deliverables will be produced, what metrics will be reported, and who will own the creative work once the campaign concludes.
The Australia Marketing Services Agreement (Australia) template is suitable for digital marketing campaigns, social media management and advertising, search engine optimisation (SEO), content marketing, Google Ads and Meta Ads management, email marketing, brand strategy, and public relations across all Australian states and territories.
The legal framework governing the Marketing Services Agreement (Australia) in Australia draws on several key statutes and regulatory bodies. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Parties executing a Marketing Services Agreement (Australia) in Australia should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Corporations Act 2001 (Cth) sets the foundational requirements.
When Do You Need a Marketing Services Agreement (Australia)?
A Marketing Services Agreement should be used whenever a business engages an external marketing agency, consultant, or freelancer to plan or execute marketing activities on its behalf. Verbal agreements and informal email exchanges are legally binding in Australia but difficult to enforce because the agreed scope and deliverables are often disputed.
The Australia Marketing Services Agreement (Australia) agreement is particularly important when: a business is retaining an agency for ongoing monthly marketing services; a campaign involves significant paid advertising spend that the agency will manage; the campaign will produce creative works such as videos, designs, or copy where IP ownership is relevant; the agency will have access to the client's branding materials, customer data, or advertising accounts; and when the client needs to approve campaign materials before publication to manage misleading advertising risk.
For agencies, a signed agreement before commencing work protects against non-payment, scope disputes, and claims arising from client-approved content. For clients, it confirms accountability for deliverables and protects ownership of campaign assets.
All Australian businesses — regardless of size — should use a written Marketing Services Agreement whenever engaging an external marketing partner. The agreement should be signed before work commences and any advertising spend is authorised.
Parties in Australia should prepare a Marketing Services Agreement (Australia) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Marketing Services Agreement (Australia)
A thorough Australian Marketing Services Agreement should include the following key elements:
Campaign scope and deliverables: A precise description of all services included — platforms managed, content types produced, reporting frequency, and any services explicitly excluded. Vague scope is the most common source of disputes.
Client approval process: How and within what timeframe the client will review and approve campaign materials before publication. A deemed approval mechanism (e.g., silence after 5 business days) helps agencies maintain campaign momentum.
Performance metrics and KPIs: Where measurable targets are agreed, they should be listed — with a clear disclaimer that marketing results are not guaranteed due to factors outside the agency's control.
Fees and advertising spend: The agency's service fee, whether GST is included or additional, the billing frequency, and the client's authorised third-party advertising budget. These must be clearly separated.
Payment terms: The number of days after invoice date by which payment is due, and the consequences of late payment including interest and suspension of services.
Intellectual property ownership: Whether creative works are assigned to the client on full payment (under the Copyright Act 1968 (Cth)) or licensed to the client for agreed campaign use.
ACL compliance and misleading advertising: Client warranties that approved content is accurate, and an indemnity from client to agency for claims arising from client-approved misleading content.
Privacy and data handling: Obligations under the Privacy Act 1988 (Cth) and the Australian Privacy Principles for handling personal information collected through digital marketing activities.
Term and termination: The initial contract term, the notice period for termination after the initial term, and the consequences of early termination including cancellation fees.
Governing law: The Australian state or territory whose laws govern the agreement.
Additional compliance elements for a Marketing Services Agreement (Australia) used in Australia include: Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Marketing Services Agreement (Australia) (Australia) [Legal document template]. Forms Legal. https://forms-legal.com/australia/business/services/marketing-services-agreement-australia
"Marketing Services Agreement (Australia) (Australia)." Forms Legal, 2026, https://forms-legal.com/australia/business/services/marketing-services-agreement-australia.
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author = {{Forms Legal}},
title = {Marketing Services Agreement (Australia) (Australia)},
year = {2026},
howpublished = {\url{https://forms-legal.com/australia/business/services/marketing-services-agreement-australia}},
note = {Free legal document template. Based on Corporations Act 2001 (Cth)}
}Also available for these jurisdictions:
Frequently Asked Questions
Under section 35 of the Copyright Act 1968 (Cth), copyright in works created by an independent contractor generally vests in the contractor — not the client — unless there is a written agreement to the contrary. This means that without a written intellectual property assignment clause, a marketing agency retains copyright in the logos, copy, designs, videos, and other creative works it produces, even though the client paid for them. This agreement allows you to specify whether IP is assigned to the client on full payment or licensed for agreed campaign use. Always document IP ownership clearly to avoid costly disputes. Under Australia law, Corporations Act 2001 (Cth), parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
No. Marketing results depend on many factors outside an agency's control, including consumer behaviour, platform algorithms, market conditions, and competitor activity. Under the Australian Consumer Law, it would be misleading for an agency to guarantee specific outcomes such as a defined number of sales, a particular cost-per-click, or a guaranteed return on ad spend, unless the agency can substantiate those representations. Agencies should only commit to delivering agreed deliverables (such as campaign setup, management, and reporting) rather than guaranteed performance metrics. This agreement includes a clause clarifying that the agency does not guarantee specific marketing outcomes. Under Australia law, Corporations Act 2001 (Cth), parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
Under sections 18 and 29 of the Australian Consumer Law, businesses and their marketing agencies are prohibited from engaging in misleading or deceptive conduct and from making false or misleading representations in trade or commerce. This applies to all advertising channels — digital, print, broadcast, and social media. Both the agency and the client can be held liable for misleading advertisements. The ACCC has issued significant penalties in recent years for misleading discount claims, false product endorsements, and exaggerated environmental or sustainability claims. This agreement includes a client warranty that all approved content is accurate and an indemnity from the client to the agency for claims arising from client-approved content. Under Australia law, Corporations Act 2001 (Cth), parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
If the marketing agency has a GST turnover of $75,000 or more per year, it must be registered for GST under the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and charge 10% GST on its service fees. The agency must issue valid tax invoices that include the agency's ABN and clearly state the GST amount or confirm the price is GST-inclusive. Paid media advertising spend managed through third-party platforms (such as Google Ads or Meta) may be billed separately by those platforms directly to the client. The agreement should clearly distinguish between the agency's service fee and any client-funded advertising budget to avoid confusion over invoicing. Under Australia law, Corporations Act 2001 (Cth), parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
Marketing agencies that collect or handle personal information — including through lead generation forms, remarketing pixels, email marketing lists, or analytics platforms — must comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs) if their annual turnover exceeds $3 million or they are otherwise covered by the Act. The Privacy and Other Legislation Amendment Act 2024 (Cth), effective from 2025, introduces strengthened notification requirements and new privacy rights. Marketing agreements should clearly allocate responsibility between the agency and client for compliance with privacy laws, particularly where the agency is processing personal data on behalf of the client. Under Australia law, Corporations Act 2001 (Cth), parties should seek independent legal advice from a qualified lawyer to confirm compliance with all applicable requirements. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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