Digital Marketing Agreement (Malaysia)
DIGITAL MARKETING AGREEMENT
Contracts Act 1950 (Malaysia) | Copyright Act 1987 | Personal Data Protection Act 2010 | Consumer Protection Act 1999
THIS DIGITAL MARKETING AGREEMENT is entered into on [Agreement Date]
BETWEEN:
(1) [Client Name], of [Client Address] (hereinafter referred to as the "Client"); AND
(2) [Agency Name], of [Agency Address] (hereinafter referred to as the "Agency").
The Client and the Agency are hereinafter collectively referred to as "the Parties".
1. SCOPE OF SERVICES
1.1 The Agency shall provide the following digital marketing services to the Client (the "Services"): [Services Scope]
1.2 The Services shall target: [Target Market]
1.3 The Agency shall provide performance reports [Reporting Frequency]. Reports shall include key performance indicators (KPIs) as agreed in writing between the Parties.
1.4 The Agency shall seek the Client's written approval before publishing advertising creatives, sponsored content, or campaign material on the Client's behalf.
1.5 The Agency does not guarantee specific outcomes, rankings, or performance metrics. Digital marketing results depend on external factors including search engine algorithms, platform policies, and market conditions beyond the Agency's control.
2. TERM
2.1 This Agreement shall commence on [Agreement Date] and continue for an initial term of [Contract Term], unless earlier terminated.
2.2 Upon expiry of the initial term, this Agreement shall automatically renew on a month-to-month basis unless either Party gives [Notice Period] written notice of non-renewal.
3. FEES, PAYMENT, AND ADVERTISING BUDGET
3.1 The Client shall pay the Agency a monthly retainer fee of [Monthly Retainer] (exclusive of advertising media spend and Service Tax).
3.2 The advertising media budget for paid campaigns is [Advertising Budget] per month. This amount is paid directly by the Client to the relevant advertising platforms (Google, Meta, etc.) and is separate from the Agency's retainer fee.
3.3 The Agency's retainer fee is invoiced monthly in advance. All invoices are due within fourteen (14) days of the invoice date. Late payment shall attract interest at 1.5% per month on the outstanding balance.
3.4 All fees are exclusive of Service Tax (SST) under the Service Tax Act 2018 where applicable. SST, if applicable, shall be charged in addition at the prevailing rate.
3.5 The Agency may pause or cease digital campaigns without liability if the Client's advertising account is suspended for non-payment to the advertising platform or by the platform for policy violations caused by the Client's content.
4. INTELLECTUAL PROPERTY
4.1 All creative deliverables produced by the Agency under this Agreement — including written content, graphics, videos, and advertising copy ("Deliverables") — shall, upon full payment of all fees due, be assigned to the Client by way of a present assignment of all copyright and other intellectual property rights under the Copyright Act 1987 of Malaysia.
4.2 Before full payment, the Agency retains ownership of all Deliverables and grants the Client a licence to use them only for the Permitted Purpose during the term of this Agreement.
4.3 The Client warrants that all material provided to the Agency for use in campaigns — including brand assets, product images, and text — does not infringe any third-party intellectual property rights.
4.4 The Agency may reference the Client's name and use samples of the Deliverables in its portfolio and marketing materials, unless the Client requests in writing that specific items remain confidential.
5. PLATFORM ACCOUNTS
5.1 All advertising platform accounts (including Google Ads, Meta Business Manager, and social media profiles) used to provide the Services shall be set up in the Client's name with the Client as the account owner. The Agency shall be granted manager or administrator access.
5.2 All advertising data, audience lists, conversion data, analytics configurations, and account history belong to the Client. Upon termination of this Agreement, the Agency shall transfer full account ownership to the Client and revoke its own access within fourteen (14) days.
6. COMPLIANCE
6.1 The Agency shall comply with the Consumer Protection Act 1999 (which prohibits false or misleading advertising under Section 10), the guidelines of the Advertising Standards Authority of Malaysia (ASAM), and the Communications and Multimedia Act 1998 in respect of all content created and published under this Agreement.
6.2 All sponsored content and paid partnerships shall be disclosed to audiences in accordance with ASAM disclosure guidelines using appropriate disclosures (e.g., #Sponsored, #Ad).
6.3 The Agency shall comply with the Personal Data Protection Act 2010 (PDPA 2010) in respect of any customer data used in digital marketing campaigns, including email marketing databases. The Client warrants that all customer data provided to the Agency was collected in compliance with PDPA 2010.
7. TERMINATION
7.1 Either Party may terminate this Agreement by giving [Notice Period] written notice.
7.2 The Client may terminate immediately if the Agency commits a material breach — including publishing unapproved content, misappropriating advertising funds, or violating platform policies in a manner that causes the Client's accounts to be suspended.
7.3 Upon termination, the Agency shall provide the Client with all account access, Deliverables, campaign data, and reports up to the date of termination. The Client shall pay all outstanding retainer fees and agreed expenses up to the termination date.
8. GENERAL PROVISIONS
8.1 This Agreement is governed by the laws of Malaysia and the Parties submit to the jurisdiction of the courts of [Governing Jurisdiction].
8.2 The Agency's relationship with the Client is that of an independent contractor. Nothing in this Agreement creates an employment, partnership, or joint venture relationship.
8.3 Both Parties shall treat the terms of this Agreement and all client business information as confidential and shall not disclose them to third parties without prior written consent.
8.4 This Agreement constitutes the entire agreement between the Parties regarding the digital marketing services and supersedes all prior discussions and arrangements.
Client
________________
Signature
Agency
________________
Signature
What Is a Digital Marketing Agreement (Malaysia)?
A Digital Marketing Agreement in Malaysia fixes the respective duties and entitlements of the parties to the arrangement.
Digital marketing activities in Malaysia are subject to the Communications and Multimedia Act 1998 (CMA 1998), administered by the Malaysian Communications and Multimedia Commission (MCMC). Content published on digital platforms — including advertising, promotional posts, and sponsored content — must comply with the Content Forum of Malaysia's Content Code and the Advertising Standards Authority of Malaysia (ASAM) guidelines. The Consumer Protection Act 1999 (CPA 1999) prohibits false or misleading representations in advertising, including online advertising, under Section 10.
Creative works produced under a Digital Marketing Agreement — including written content, graphic designs, photographs, videos, and advertising copy — are protected as literary and artistic works under the Copyright Act 1987. Section 26 of the Copyright Act 1987 provides that where a work is made in the course of employment, the employer is the first owner of copyright. However, where the marketing agency is an independent contractor (rather than an employee), the agency as creator is the first owner of copyright unless the agreement expressly assigns copyright to the client. A Digital Marketing Agreement must address intellectual property ownership of all creative deliverables.
The Personal Data Protection Act 2010 (PDPA 2010) is relevant to digital marketing activities that involve the collection and use of personal data — for example, email marketing campaigns using customer databases, retargeting advertising using customer data, and analytics that track individual user behaviour. The client, as data user under PDPA 2010, must confirm that personal data used in marketing campaigns was collected with proper consent and is used only for purposes the data subject has consented to.
Social media advertising on platforms including Facebook, Instagram, TikTok, and Google Ads is governed both by each platform's advertising policies and by Malaysian law. The MCMC has issued guidelines on commercial electronic messaging (CEM) under the CMA 1998, and unsolicited commercial email (spam) and SMS marketing may be subject to regulatory action. The Malaysian Direct Distribution Association (MDDA) also provides guidelines on direct and digital marketing standards.
The legal framework governing the Digital Marketing Agreement (Malaysia) in Malaysia draws on several key statutes and regulatory bodies. Under Malaysian law, the Contracts Act 1950 (Act 136) governs contractual obligations. The Companies Act 2016 (Act 777) regulates corporate entities through the Companies Commission of Malaysia (SSM). The Employment Act 1955 (Act 265) and the Department of Labour govern employment matters. The Personal Data Protection Act 2010 (Act 709) and the Personal Data Protection Department protect personal data. The Inland Revenue Board of Malaysia (LHDN) administers tax obligations. The Industrial Court adjudicates employment disputes under the Industrial Relations Act 1967 (Act 177). Parties executing a Digital Marketing Agreement (Malaysia) in Malaysia should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies Act 2016 (Act 777) sets the foundational requirements.
When Do You Need a Digital Marketing Agreement (Malaysia)?
A Digital Marketing Agreement in Malaysia is needed whenever a business engages a digital marketing agency or freelancer to manage its online marketing activities.
A Digital Marketing Agreement is required when a Malaysian company engages a digital marketing agency to manage its Google Ads and Meta advertising campaigns. Without a written agreement, disputes over advertising budget management — including who bears liability for over-spending the agreed budget or for non-performing campaigns — have no contractual resolution framework.
A Digital Marketing Agreement is needed when a brand engages a social media agency to create and manage content for its Facebook, Instagram, TikTok, or LinkedIn profiles. The agreement must specify the volume of content to be produced per month, the approval process before publication, the tone and brand guidelines to be followed, and who owns the content after creation — especially given the Copyright Act 1987's default rule that the creator (the agency) owns copyright unless it is assigned.
A Digital Marketing Agreement is required when an e-commerce business engages an SEO specialist to improve its search engine rankings for target keywords. The agreement should specify the SEO deliverables (keyword targets, technical audits, backlink building, content optimisation), the reporting frequency, how success is measured, and the realistic timeframe for results, given that SEO outcomes depend on Google's algorithms and are not fully within the agency's control.
A Digital Marketing Agreement is needed when a company engages a content marketing agency to produce blog articles, white papers, case studies, or video content for its website. The agreement must address copyright ownership of the content produced, the exclusivity of the content (whether the agency may use similar content for other clients), and the client's right to request revisions.
A Digital Marketing Agreement is required when a Malaysian brand engages a digital agency to coordinate an influencer marketing campaign on social media platforms. The Advertising Standards Authority of Malaysia (ASAM) requires that sponsored content and paid partnerships be disclosed to audiences, and the agreement must address compliance with ASAM's disclosure requirements and the personal data obligations arising from any influencer data collected.
What to Include in Your Digital Marketing Agreement (Malaysia)
A complete Digital Marketing Agreement in Malaysia must include the following essential elements.
Identification of Parties: The agreement must state the full legal names, SSM registration numbers (for companies under the Companies Act 2016), and addresses of both the client and the digital marketing service provider. For freelance service providers, NRIC numbers and business registration details should be included.
Scope of Services: The agreement must precisely define the digital marketing services to be provided — listing each channel (Google Ads, Meta Ads, SEO, email marketing, social media management, content creation), the geographic markets targeted, and any services expressly excluded. Ambiguous scopes lead to disputes over whether a particular activity was included in the agreed fee.
Deliverables and Content Calendar: The agreement must specify the deliverables — for example, the number of social media posts per month, the number of blog articles per quarter, the ad copy sets to be created, and the reporting frequency. A content calendar or delivery schedule should be agreed and attached as a schedule.
Performance Metrics and Reporting: The agreement should specify the key performance indicators (KPIs) against which the agency's performance will be measured — such as website traffic, conversion rate, cost per click (CPC), return on ad spend (ROAS), and search engine ranking positions. Reporting frequency (weekly, monthly) and the format of reports must be agreed. The agreement should clarify that the agency does not guarantee specific outcomes, as digital marketing results depend on external factors including search engine algorithms and advertising platform policies.
Intellectual Property Ownership: The agreement must specify who owns the intellectual property in the deliverables created — content, graphics, videos, and advertising materials. Under the Copyright Act 1987, the agency as independent contractor is the first owner of copyright unless the agreement assigns copyright to the client. The agreement should contain an express assignment of copyright in all deliverables upon full payment of fees, and should address the agency's right to use the work in its portfolio.
Advertising Budget and Third-Party Costs: The agreement must clearly distinguish between the agency's service fee and the advertising budget (media spend) that is paid directly to platforms such as Google and Meta. The agreement should specify the currency (MYR), the invoicing frequency for advertising spend, and whether the agency charges a management fee as a percentage of media spend or a fixed fee.
Fees and Payment: The agreement must state the monthly retainer or project fee in Malaysian Ringgit (MYR), the payment due date, and the consequences of late payment. The agreement should address what happens to ongoing campaigns if the client fails to pay on time — including the agency's right to pause campaigns.
Compliance with Advertising Laws: The agreement must require the agency to comply with the Consumer Protection Act 1999 (prohibition on false or misleading advertising), the ASAM guidelines (disclosure of sponsored content), and the Communications and Multimedia Act 1998. The client should warrant the accuracy of the information provided to the agency for use in advertising.
Termination: The agreement must specify the notice period for termination (typically 30 days for monthly retainers) and address the handling of ongoing campaigns, advertising budgets, and platform accounts upon termination — including transfer of account ownership back to the client. The forms-legal.com Digital Marketing Agreement (Malaysia) template covers the mandatory elements under Companies Act 2016 (Act 777).
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Digital Marketing Agreement (Malaysia) (Malaysia) [Legal document template]. Forms Legal. https://forms-legal.com/malaysia/business/services/digital-marketing-agreement-malaysia
"Digital Marketing Agreement (Malaysia) (Malaysia)." Forms Legal, 2026, https://forms-legal.com/malaysia/business/services/digital-marketing-agreement-malaysia.
@misc{formslegal-digital-marketing-agreement-malaysia,
author = {{Forms Legal}},
title = {Digital Marketing Agreement (Malaysia) (Malaysia)},
year = {2026},
howpublished = {\url{https://forms-legal.com/malaysia/business/services/digital-marketing-agreement-malaysia}},
note = {Free legal document template. Based on Companies Act 2016 (Act 777)}
}
Frequently Asked Questions
Under the Copyright Act 1987 of Malaysia, the default rule is that the creator of a work is the first owner of copyright. Where a digital marketing agency creates content — blog articles, graphics, videos, or advertising copy — as an independent contractor (not as an employee of the client), the agency owns the copyright unless the Digital Marketing Agreement expressly assigns copyright to the client. Section 26 of the Copyright Act 1987 addresses ownership in the employment context, but an independent contractor relationship falls outside this provision. A well-drafted Digital Marketing Agreement should include an express assignment of copyright in all deliverables to the client upon payment of the agreed fees, specifying that the assignment covers all present and future copyright interests worldwide. Without such an assignment clause, the client may use the content but cannot prevent the agency from licensing the same or similar content to other clients.
Influencer marketing and sponsored content in Malaysia must comply with the guidelines of the Advertising Standards Authority of Malaysia (ASAM) and the Communications and Multimedia Act 1998 (CMA 1998). ASAM's guidelines require that paid partnerships, sponsored posts, and gifted products be clearly disclosed to audiences — typically through hashtags such as #Sponsored, #Ad, or #Gifted, or through the platform's built-in paid partnership disclosure tools. Content that constitutes a commercial communication under the CMA 1998 must not be misleading or deceptive. The Consumer Protection Act 1999 (CPA 1999) prohibits false or misleading representations in advertising under Section 10, which applies equally to content published by influencers on behalf of brands. A Digital Marketing Agreement involving influencer campaigns must require the agency and influencers to comply with ASAM guidelines, and the client should retain approval rights over all influencer content before publication to manage compliance and brand risk.
A digital marketing agency in Malaysia cannot legally guarantee specific SEO results — such as a first-page Google ranking for a particular keyword — because search engine rankings are determined by Google's proprietary algorithms, which change frequently and consider hundreds of ranking factors outside the agency's control. Any agency that contractually guarantees specific rankings takes on unreasonable liability under the Contracts Act 1950. A Digital Marketing Agreement should clearly state that SEO activities are conducted according to industry best practices (consistent with Google's Webmaster Guidelines), that rankings and traffic are influenced by external factors including algorithm updates and competitor activities, and that the agency's obligation is to provide agreed services to the specified quality — not to guarantee particular outcomes. Agencies that make false guarantees of SEO results may face liability under Section 10 of the Consumer Protection Act 1999 for misleading representations.
Email marketing campaigns in Malaysia that involve collecting and processing subscribers' personal data must comply with the Personal Data Protection Act 2010 (PDPA 2010). Under the General Principle of PDPA 2010, personal data — including email addresses — may only be processed with the data subject's consent and for the purpose for which consent was given. An email marketing database compiled from purchased lists, web scraping, or third-party sources without the individuals' consent violates PDPA 2010 and may result in a fine of up to RM 300,000 under Section 130. The Notice and Choice Principle requires that all marketing emails include a clear unsubscribe mechanism, and subscribers must be able to withdraw consent at any time. The Digital Marketing Agreement should confirm that the client's email database was compiled in compliance with PDPA 2010, and should require the agency to honour opt-out requests within the timeframe required by the PDPA 2010 guidelines issued by the Personal Data Protection Commissioner.
When a Digital Marketing Agreement in Malaysia ends, the client's advertising platform accounts — including Google Ads, Meta Business Manager, and other platforms — should be returned to the client's full control. The Digital Marketing Agreement should expressly address account ownership from the outset: the accounts should be set up in the client's name with the client as the account owner, with the agency granted manager or administrator access. This is the market standard and ensures continuity of advertising history, audience data, and conversion tracking. If the agency set up accounts in its own name or as the primary owner, the agreement should require the agency to transfer ownership to the client upon termination and to revoke its own access within a specified period (e.g., 14 days). All advertising creative assets, audience lists, conversion data, and analytics configurations belong to the client and should be made available for export before the agency's access is terminated.
Digital marketing services provided by Malaysian-registered service providers with annual taxable turnover exceeding RM 500,000 are subject to Service Tax at 8% (effective 1 March 2024, increased from 6%) under the Service Tax Act 2018. Service tax applies to the agency's service fee for digital marketing services rendered in Malaysia. The advertising media spend paid to digital platforms — such as Google Ads and Meta Ads — by a Malaysian client to a foreign company is subject to a separate service tax mechanism: foreign digital service providers with annual revenue from Malaysian consumers exceeding RM 500,000 are required to register and collect service tax at 8% under the Service Tax (Amendment) Act 2019 (effective 1 January 2020). The Digital Marketing Agreement should specify whether the agency's quoted fees are inclusive or exclusive of service tax, and whether the client is responsible for service tax on media spend paid directly to foreign platforms.
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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