Who owns campaign creative (ad copy, graphics, videos)?

This depends on your contract. Best practice: Client owns campaign creative created specifically for them. Contractor can retain ownership of reusable templates and processes. If contractor reuses templates with competitors, you may want exclusive ownership (negotiated as a premium).

What happens to ad accounts (Google Ads, Meta) when the contract ends?

Your agreement should specify whether you or the contractor create/own accounts. Best practice: You own accounts and add contractor as admin. Before contract ends, contractor must transfer ownership (if created by them), remove their access, and export all data. Change passwords and payment methods immediately.

Who owns the email list built during the engagement?

Client should own email lists and subscriber data. Your contractor agreement should state: 'Client owns all email lists and subscriber data collected during engagement. Contractor must export complete list (CSV) before final payment and retains no copy.'

How should performance-based fees be structured?

Define performance metrics clearly (revenue, leads, conversions). Specify how it's measured, calculated, and verified. Set a base fee and cap on performance bonuses. Clarify whether external factors (algorithm changes, product issues) affect the contractor's entitlement. Ensure performance fees don't make them appear like employees.

Contractor Agreement for Marketing — Campaign & Data Ownership

Campaign IP Ownership vs Ad Account Control

Marketing contractor relationships create complex IP questions. Under the Copyright Act 1968, campaign creative (copy, graphics, videos) defaults to the contractor unless your agreement assigns ownership to you. Additionally, you need control over ad accounts—Google Ads, Meta, LinkedIn—where campaigns run.

Key decisions to make:

Campaign creative: Who owns the ad copy, graphics, landing pages, email templates? Can the contractor use them for other clients?
Ad accounts: Who administers Google Ads and Meta accounts? What happens when the contract ends?
Email lists and subscriber data: Who owns the email list built during the engagement?
Analytics and reporting: Who owns the data generated from campaigns (conversion data, audience insights)?
Strategy and messaging: Who owns the marketing strategy, messaging framework, or positioning developed?

These must be explicitly defined to avoid disputes after the contract ends.

Ad Account Access & Ownership

Ad platforms (Google Ads, Facebook Ads Manager, LinkedIn Campaign Manager) are critical assets. Your agreement must specify how access is managed:

Best practice structure:

You own the accounts: Create Google Ads and Meta accounts in your name or business entity. Add the contractor as an admin. This keeps access and data in your control.
Account handover: If contractor creates accounts, they must transfer ownership (change email, payment method) to you before contract ends.
Access removal: On contract end, remove contractor's admin access immediately. Change passwords and API keys.
Data export: Contractor must export all campaign data, audience lists, and performance reports before losing access.
Payment method: Specify who owns the credit card linked to ad accounts. This determines who controls spending.

Important: Control of ad accounts is control of your marketing budget. Ensure accounts are in your legal name and contractor cannot lock you out by controlling the recovery email address or payment method.

Email Lists & Audience Data Ownership

Email lists built during the engagement are critical assets. Your agreement must be explicit:

Define list ownership:

Email list ownership: "Client owns all email lists and subscriber data collected or developed during the engagement, including names, email addresses, purchase history, and engagement metrics."
List access after contract: Contractor must provide a complete export (CSV, including unsubscribe status) before final payment. Contractor retains no copy.
Subscriber consent: Contractor warrants that all subscribers opted in lawfully and consents to transfer comply with the Spam Act 2003.
Historical data: If contractor brought pre-existing lists, clarify: are they transferred to you, or do you license them? For how long?

Privacy compliance: Under the Privacy Act 1988, you're responsible for how subscriber data is handled. Your contractor agreement should confirm the contractor will comply with privacy obligations during the engagement.

Performance-Based Fees & Incentive Structures

Many marketing contracts include performance bonuses. These must be clearly defined to avoid disputes:

Example performance clause: "Base fee: $5,000/month. If monthly revenue generated exceeds $50,000, Contractor receives 10% of revenue above that threshold, capped at $10,000/month." Define:

KPI definition: Clearly define the metric (revenue, leads, email conversions, CTR). How is it measured and reported?
Attribution: What counts toward the metric? Direct sales only? Multi-touch attribution?
External factors: If performance drops due to external factors (platform algorithm changes, product issues), is the contractor still entitled to bonus?
Verification: How do you verify performance claims? Access to analytics dashboards? Monthly reports?
Payment timeline: When is performance bonus paid? Monthly? Quarterly?

Caution: Performance-based fees should not make the contractor an employee. If too much of their income depends on meeting your specific targets and you control their work methods, the ATO may classify them as employees.

Retainer Fees & Monthly Minimums

Many marketing arrangements use monthly retainers with scope definitions:

Example structure: "$3,000/month includes: 2 ad campaigns per month, email newsletter design and distribution, monthly performance reports. Additional campaigns charged at $500 each. Unused hours do not roll over."

Scope inclusions to specify:

Number of campaigns or ads per month
Number of emails or newsletters
Performance reports and meetings
Revision rounds per campaign
Response time for revisions
What's out of scope (strategy overhauls, training, implementation support)

Without clear scope, contractors face endless requests and scope creep, while clients feel nickeled-and-dimed for every task.

Brand & Competitive Conflict Restrictions

Marketing contractors often work with multiple clients. Your agreement should prevent conflicts:

Define non-compete scope: "Contractor agrees not to provide marketing services to direct competitors of Client during the engagement and for 6 months after. 'Direct competitor' means businesses in the [specific industry] within [geographic scope] that target the same customer segment."

Common issues:

Definition of competitor: Be specific. "Tech companies" is too broad. "SaaS project management tools for Australian SMEs" is specific.
Portfolio use: Can contractor mention you in their portfolio? "Contractor may reference Client's name and case study results with prior written approval."
Reference requests: Can other prospects ask the contractor about you? Clarify if contractor can give references.

Information to Prepare Before Generating

Marketing services: What services? (PPC, email marketing, content, social, strategy, etc.)
Fee structure: Monthly retainer, hourly rate, or performance-based? What's included in the base fee?
Campaign ownership: Does client own all campaign creative or does contractor retain reusable templates?
Ad account ownership: Who creates and owns ad accounts? How is access managed?
Data ownership: Who owns email lists, analytics data, audience segments?
Performance metrics: Any KPI targets or performance bonuses? Define clearly.
Non-compete: Are there competitive restrictions? Duration and scope?
Reporting: What monthly/quarterly reporting is required?

Tip: Create a "Scope of Work Attachment" listing exactly what's included each month: "2 Google Ads campaigns, 1 email newsletter, 1 social media content calendar, monthly performance report." This prevents endless scope creep.

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Contractor Agreement for Marketing: Campaign Ownership and Data Rights