What a US marketing agency contract has to contain, from two assistants that agreed on seven clauses

Asked what a marketing agency contract should contain to protect the client, ChatGPT and Gemini produced seven clause families in common: ownership of the work and the accounts, a scope with counted deliverables, fees separated from advertising spend, termination with an offboarding protocol, liability caps and indemnification, confidentiality, and reporting with defined measurement. They disagree on almost nothing of substance, which makes this a rare case where two independent answers can be merged into a checklist. What they do not agree on is the evidence: one engine took 21 of its 37 citations from the Federal Trade Commission, the American Bar Association, the Small Business Administration and the SEC, and the other took two citations from commercial blogs and then recommended four paid legal services, pricing one of them at a figure that vendor's own page does not render.

What was asked, and what came back

One question, put to the ChatGPT and Gemini product surfaces through a data provider on 21 October 2026, at 22:18 and 22:36 UTC. Both ran a live web search.

• ChatGPT returned 37 citations. Eleven were FTC pages across three FTC hosts, six were the American Bar Association, two the Small Business Administration, two the SEC, and seven a single commercial legal publisher. It gave eight clause groups in priority order and three named resources, and it opened and closed by saying a commercial contracts attorney licensed in the relevant state should review the actual agreement.
• Gemini returned two citations, a brief marketplace and a contract software company. It framed the whole answer as a master services agreement with statements of work beneath it, gave six clauses ordered by risk exposure with specific numbers, and then named four commercial legal services with prices.

Nothing on this page is legal advice, and both engines said the same thing: have the actual agreement read by a lawyer licensed where you are. What follows is the checklist the two answers agree on, with the numbers each one attached, so that review is a short conversation rather than a long one.

The seven clauses both answers demanded

1. Ownership of the work and of the accounts. Both put this at or near the top. Specify that paid for copy, design, video, websites, landing pages and campaign data belong to you, with a written assignment where appropriate, and that licensed stock, fonts and software are handled separately. Gemini asked for the deliverables to be named work made for hire with intellectual property transferring on payment. Both insisted you keep administrator access to advertising accounts, analytics, domains and the CRM.
2. A scope with counted deliverables. Gemini asked for exact quantities, four blog posts a month rather than content support, with milestone acceptance criteria, a cap on revision rounds at two or three, and a formal change order process. ChatGPT asked for the proposal to be attached as an exhibit and for the price of extra work to be defined in advance.
3. Fees separated from advertising spend. Both. Gemini added two specifics worth copying: no undisclosed markups on media buys, and written client approval for any variable spend above 500 dollars. ChatGPT asked for fees in dollars, billing dates, payment terms, taxes and cancellation charges, with your written approval required above an agreed cap.
4. Termination and offboarding. Both asked for termination for convenience on 30 days written notice, plus immediate termination for a material breach left uncured. Both then asked for the part people forget: a mandatory handover of advertising accounts, campaign files, administrative access and final assets, with cooperation for the agency that replaces them.
5. Liability and indemnity. Gemini asked for the agency to indemnify you against third party copyright, trademark and media licensing claims, with overall liability capped, typically at the fees paid over three to six months. ChatGPT asked for confidentiality, data security, breach notification, indemnification, liability caps and appropriate insurance as one block, and separately flagged one sided liability caps as a term to read carefully.
6. Confidentiality and data handling. Both. Restricted access, secure handling of customer data, prompt breach notification, and deletion or return of data at termination.
7. Measurement and reporting. Both asked for defined metrics, a reporting cadence, the attribution method written down, and access to the underlying data. ChatGPT added the sentence that matters in a dispute: treat forecasts as estimates unless a specific outcome is expressly guaranteed in the contract.

ChatGPT added an eighth: disclosure of subcontractors, their confidentiality obligations and responsibility for their work, plus governing law and where claims must be brought. In an industry where production is routinely subcontracted, that clause is the difference between one counterparty and several.

The compliance clause, mapped to the regulator's own topic list

Both answers asked for a clause requiring compliance with advertising, privacy, email, telemarketing and endorsement rules, and ChatGPT pointed at the FTC's business guidance for advertising and marketing. We read that page on 22 October 2026. It states that under the law claims in advertisements must be truthful, cannot be deceptive or unfair, and must be evidence based, and it organises its guidance under eight topics: advertising and marketing basics, children, endorsements and influencers and reviews, environmental marketing, health claims, Made in USA, online advertising and marketing including the INFORM Consumers Act, and telemarketing covering the Telemarketing Sales Rule, the National Do Not Call Registry and robocall restrictions.

That list is the practical version of the compliance clause. Rather than a sentence saying the agency will comply with applicable law, allocate each topic that applies to your business: who writes and approves claims, who holds the substantiation for a health or environmental claim, who briefs and documents influencer disclosures, who owns the suppression and do not call lists, and who signs off a Made in USA claim. Name the responsible party for each, because the regulator's topics are where the exposure actually sits.

What a contract review costs, and the one price that missed

Gemini named four commercial legal services and priced each. It did not say that all four sell the service it was recommending, which is the disclosure its own answer needed. The figures as it gave them: a contract marketplace at 300 to 1,000 dollars for a flat rate drafting or review project, a lawyer marketplace at 150 to 350 an hour, a subscription legal service at about 39.99 a month, and a template library with attorney review at about 99 to 299 per review.

We checked the subscription one on 22 October 2026. Its pricing page renders three memberships billed yearly at 12.41, 20.75 and 29.08 dollars a month, which it shows as 149, 249 and 349 a year, with monthly billing in its FAQ at 34.99, 49.99 and 64.99. No plan renders at 39.99 on either basis, so the quoted figure sits between that vendor's cheapest monthly tier and its second one. The same page says every plan includes unlimited contract reviews and prices a separate legal advice session at 149 dollars for 30 minutes and 249 for 60.

For a buyer the practical answer is better than the quoted one: a 30 or 60 minute priced session with a lawyer, against an agreement you have already marked up with the seven clauses above, is the cheapest useful review on this list. Bring the markup, not the blank contract.

How to use this before you sign

• Put the scope in a statement of work under a master agreement, as Gemini framed it, so changing the work later does not mean renegotiating the whole contract.
• Count everything. Deliverables, revision rounds, reporting dates, named people. A scope without counts is a scope without a remedy.
• Read the fee clause for who holds the media budget. Agency fee, third party costs and advertising spend on three separate lines, with markups prohibited in writing.
• Test the exit before you sign the start. Ask what happens to the accounts, the content, the dashboards and the data on day 31 after you give notice.
• Compare the fee against what comparable firms publish. Very few agencies publish a rate card at all, which is why the ones that do are worth reading: our note on the B2B SaaS agencies whose own pages publish a retainer sets out what a published figure looks like in practice.

The clause neither answer thought to include

Seven clause families, eight FTC topics and four legal services, and not one line in either answer about what an assistant says when a buyer asks your category question. That is now a measurable deliverable, which means it can be contracted for: the question set, the engines it is asked on, the frequency, the date stamp, and who owns the record at the end. If an agency is paid to improve how your business appears in AI answers, the contract should name the question set and hand you the data, the same way it names the keyword list and hands you the Search Console property. The clause by clause version of that, for an engagement bought specifically to improve AI answers, is in our note on what to put in a contract for AI search visibility work.

AI Knows Us sells that measurement and nothing else. We put buying questions to ChatGPT, Gemini, Perplexity, Claude and Google AI Overviews, record every business named and every source cited, and report them with the date. We draft no contracts, give no legal advice, run no campaigns and bid for none of the retainers this page is about.

Our own rates, verified on 22 October 2026, because a page about transparent terms should carry its own. In the US and the UK the ladder runs SEO Start at 149 dollars a month, Growth 299, Scale 599, SEO Scale 699, Inbound 1,099, Outbound 1,299, Agency 1,299 and Everything 1,799. Outside the US and the UK the first two tiers are 99 and 199, so the floor is a US and UK floor rather than a global one. SEO Start reads 0 questions on 0 engines, so Growth at 299 is the cheapest plan that reads all five surfaces, and a Claude reading costs 3 credits where the others cost 1.

Where a rival is stronger, by name, and this is the paragraph a procurement team should read. tryprofound.com publishes single sign on, SAML and SOC 2 with up to nine answer engines on its enterprise tier, and peec.ai/pricing lists single sign on and role based permissions among its features. Our own pricing document, 119,203 bytes read on 22 October 2026, renders no single sign on, no SAML, no SOC 2, no ISO certification, no data processing agreement and no white label anywhere in its text, and we read five surfaces rather than nine. If your contract requires a data processing agreement or a security certification, ask us for it in writing before you buy, because our published page does not offer one. The same page also contradicts itself for multi brand buyers, listing businesses covered as 1 1 1 1 1 1 10 1 across the plans while the row beneath reads more than one business, no, in every column. Both render.

The limits of this reading, stated plainly. It is one question per engine on one night, plus two pages fetched the next morning. The clause list is a merge of what two assistants said, not a legal opinion, and state law affects what is enforceable, which is why both engines and this page say the same thing: have the agreement read by a commercial contracts lawyer licensed where you do business.

Questions US buyers ask about marketing agency contracts

Who owns the ad accounts and the content

You should, and both answers put it among the top clauses. Ask for your company to be the account owner and billing entity with the agency granted access, for deliverables to be assigned to you on payment, and for licensed assets such as stock, fonts and music to be listed separately with their terms.

What notice period should a marketing contract have

Both engines said 30 days written notice for termination for convenience, with immediate termination for an uncured material breach. The clause that decides how painful that is, is the offboarding protocol: accounts, files and access transferred promptly, with cooperation for whoever comes next.

How should advertising spend be handled in the contract

On its own line, never blended with the fee, with no undisclosed markup and with written approval required above an agreed cap. One engine put that cap at 500 dollars for variable expenses, which is a reasonable default for a small business to start from.

What should a liability cap be

One engine gave the common market position, liability capped at the fees paid over the previous three to six months, with the agency indemnifying you for third party copyright, trademark and licensing claims. Read the cap in both directions, because a cap that protects only one party was flagged by the other engine as a term to negotiate.

Can I contract for AI answer visibility

Yes, and the way to do it is to make it measurable in the contract: the fixed question set, the engines, the cadence, the reporting date, and ownership of the record. Vague language about AI optimisation is not a deliverable, while twenty named questions asked monthly on five surfaces with the results handed over is.