Marketing agency agreement, Bright Arch Dental Group

Marketing agency agreement with a channel scope and ad spend held apart

The two things that break an agency relationship are a scope nobody can point at and a fee that quietly includes the advertising budget. This retainer puts the work in a table with the hours and the reported metric for each channel, then keeps every dollar of ad spend in the accounts of the client where it belongs.

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Marketing agency agreement

Retainer, Six Practices

Between Signal Hill Agency and Bright Arch Dental Group

Signal Hill Agency
Commencing 1 November 2026
Marketing agency agreement · Bright Arch Dental Group · SH-2026-07Page 2 of 7
Marketing agency agreement · Bright Arch Dental Group · SH-2026-07Page 3 of 7
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Contents
Parties
1
1. Scope by channel
1
2. Advertising spend
2
3. Reporting
3
4. Fees
4
5. Approvals and turnaround
4
6. Accounts, content and ownership
5
7. Claims and compliance
5
8. Confidentiality and data
5
9. Term, notice and offboarding
6
10. Liability and general
6
Parties

This agreement is made on 12 October 2026 between Signal Hill Agency Ltd of 4 Torrens Way, called the Agency, and Bright Arch Dental Group Ltd, which operates six dental practices, called the Client. It replaces the pilot engagement that ran from July to October 2026.

$5,500
Monthly retainer
6
Practices covered
$18,000
Monthly ad spend
60 days
Notice
1. Scope by channel
1.1
The table is the scope
The Agency provides the work in the table below across the six practices. Anything not in the table is a separate project, quoted and approved in writing first. The hours column is an estimate of effort, not a timesheet the Client buys.
Channel
What the Agency does each month
Reported metric
Hours
Search advertising
Campaign build and management across six practice areas, keyword and negative keyword work, ad copy tests, landing page briefs
Cost per booked call
26
Social advertising
Two creative concepts a month, audience and placement management, retargeting from the booking page
Cost per form completion
18
Local listings
Six listings kept current, photo refresh each quarter, review responses drafted for the Client to publish
Calls from listings
8
Email
Two campaigns a month to the recall list supplied by the Client, list hygiene, template maintenance
Appointments booked
10
Website content
Two published pages or articles a month, on briefs the Client approves, plus on page fixes the Agency finds
Organic sessions
14
Account management
The monthly report, the quarterly review, and one standing 45 minute call a fortnight
Actions closed
9
Estimated hours a month
85
1.2
Not included
Photography and video production, print, radio, sponsorship, event attendance, a website rebuild, and any campaign for a practice the Client opens after the start date. Each is quoted separately.
2. Advertising spend
2.1
The spend is not the fee, and it is not the money of the Agency
Advertising spend is paid by the Client directly to each platform from the card on file in its own accounts. The Agency never holds, invoices or passes through spend, and takes no commission, rebate or markup on it. The fee in clause 4 is the whole of what the Agency earns.
Channel
Change without approval
Monthly budget
Search advertising
Up to 10 percent between practices
$11,000.00
Social advertising
Up to 10 percent between campaigns
$5,500.00
Email and listings tools
None, fixed subscriptions
$1,500.00
Total monthly budget
$18,000.00
2.2
Moving money and stopping it
The Agency may move up to 10 percent of a monthly budget between practices or campaigns inside the same channel without asking, and reports every move. Moving money between channels, or spending above the total, needs written approval. The Client may pause any campaign in writing at any time, and the Agency pauses it within one business day.
Platform charges are outside this agreement
Each platform bills the Client directly and sets its own terms, approval rules and clawbacks. A platform account suspension is not a breach by the Agency, and the Agency is not liable for a platform outage, policy change or disapproved ad.
3. Reporting
3.1
The monthly report
By the tenth working day of each month the Agency sends a written report covering the month just finished. The report carries the same measures in the same order every month so it can be compared, and it is sent whether the month was good or bad.
Spend by channel against budget, with every reallocation named
The reported metric for each channel this month and the three before it, and bookings by practice from the numbers the Client supplies by the fifth working day
What was shipped, what slipped and why
The three things the Agency will do next month and what it needs from the Client to do them
3.2
What the numbers can and cannot show
Platform reported conversions are counted by each platform in its own way and are not booked appointments. The Agency reports both and never presents a platform number as a booking, and where booking data is missing for a month the report says so rather than estimating it. Once a quarter the parties also meet to review the quarter, agree the next budget and set channel priorities.
4. Fees
Charge
Times a year
Each
Year total
Monthly retainer, all six practices
12
$5,500.00
$66,000.00
Quarterly review and plan
4
Included
Included
Project work outside the scope
As quoted
$180.00 an hour
Not fixed
Fees payable a year to the Agency
$66,000.00
Advertising spend a year, paid by the Client to the platforms
$216,000.00
4.1
Retainer and invoicing
The retainer is $5,500 a month, invoiced on the first business day of the month in advance and payable within 14 days. It is a fee for the scope in clause 1, not a purchase of 85 hours, and unused hours do not carry forward.
4.2
Project work and review
Work outside the scope is quoted as a fixed price, or at $180 an hour where the Client asks for time and materials. The retainer may be reviewed once a year on 60 days written notice stating the new figure, and the Client may end the agreement under clause 9 if it does not accept the new figure.
5. Approvals and turnaround
5.1
One approver, one deadline
The Client names one approver and one deputy. Work waiting on approval past the turnaround below moves to the next month, and a date missed for want of approval is not a breach by the Agency.
Item
Approved by
Turnaround
Ad copy and creative
Marketing approver
3 working days
Website pages and articles
Marketing approver
5 working days
Any clinical claim or before and after image
Named clinician
5 working days
6. Accounts, content and ownership
6.1
Accounts stay with the Client
Every advertising account, analytics property, listing, email platform and domain is created in the name of the Client, owned by the Client and paid by the Client, with the Agency added as a user. Where an account already sits with the Agency, it is transferred to the Client within 30 days of the start date.
6.2
Ownership of the work
On payment of the invoice covering it, all rights in the copy, creative, page content and campaign structures made under this agreement pass to the Client, and the Agency may show finished public work in its portfolio unless the Client objects. The Agency keeps its own tools and templates. Stock images, fonts and music are licensed in the name of the Client, with the terms recorded in the asset folder.
7. Claims and compliance
7.1
The Client owns the claim
The Client is responsible for the accuracy of every clinical, pricing and outcome claim, and for any approval its regulator requires before an advertisement runs. The Agency writes to the brief, flags what it believes is risky, and publishes no claim a named clinician has not approved. Testimonials and before and after images run only where the Client confirms in writing that it holds consent and that use is permitted where the advertisement runs.
8. Confidentiality and data
8.1
Confidential information and personal data
Each party keeps the other party information confidential and uses it only for this engagement, and neither solicits an employee of the other during it or for six months after. The Agency receives no patient records, and the recall list it uses for email is processed only on the instructions of the Client, stays in the platform of the Client, and is never copied elsewhere.
9. Term, notice and offboarding
9.1
Term and notice
This agreement starts on 1 November 2026 and runs for an initial six months, then continues until either party gives 60 days written notice, or immediately for a serious breach not fixed within 15 days of written notice. Through the notice period the Agency keeps delivering the scope in full, and on the last day it removes its users, hands over campaign structures, creative files, reporting history and its tracking notes, and confirms it holds no further access. The retainer is paid to the last day.
10. Liability and general
10.1
Liability
Neither party is liable for indirect or consequential loss, and the liability of the Agency is limited to the fees it received in the six months before the claim. Nothing limits liability that cannot lawfully be limited, and the Agency guarantees no ranking, cost per booking or number of enquiries. Notices are by email, a variation takes effect only in writing, and this is the whole agreement about its subject.
For Signal Hill Agency Ltd
Name
:
Position
:
Date
:
For Bright Arch Dental Group Ltd
Name
:
Position
:
Date
:

Section by section

What each section is for, so you can keep the ones you need and drop the rest.

Contents
Eleven numbered sections so a seven page retainer can be navigated.
Parties
Both companies, what the pilot engagement was, and a strip with the retainer, sites, spend and notice.
1. Scope by channel
The six row channel table with hours and metrics, and the list of work that is a separate project.
2. Advertising spend
Spend paid direct to platforms, the budget table, the 10 percent tolerance and the platform risk callout.
3. Reporting
The monthly report by the tenth working day, what is in it, and what platform numbers can and cannot show.
4. Fees
The fee table with the $66,000 of fees against $216,000 of spend, invoicing and project rates.
5. Approvals and turnaround
One approver and one deputy, and a table of turnaround times by item.
6. Accounts, content and ownership
Accounts in the client name, rights passing on payment, and stock licensing.
7. Claims and compliance
Who owns a clinical or pricing claim, and the consent needed for testimonials and images.
8. Confidentiality and data
Confidential information, no patient records, and how the email list is handled.
9. Term, notice and offboarding
Six month initial term, 60 days notice, and what happens on the last day.
10. Liability and general
No indirect loss, a six month fee cap, no guarantee of results, notices and variations.
Signatures
A block for each company with name, position and date.

Clauses in this document

How to adapt this agreement

For a single location rather than six, cut the scope table to the three channels that actually move the number and reduce the hours column honestly rather than keeping the same total. For an agency that does hold the ad accounts, rewrite clause 2.1 to say the agency invoices spend at cost with the platform statement attached, and add a clause capping how much spend can sit unbilled at any one time, because that money is the largest exposure in the relationship. For a performance fee, add a schedule that defines the baseline, the measurement window and the source of truth before anyone agrees a percentage, and keep clause 3.2 so the baseline is a booking rather than a platform conversion.

Who this suits

A retainer of this shape works where the client has enough volume to justify continuous management and enough internal capacity to approve work inside three to five days. Below that, a project agreement with a fixed deliverable list usually serves both sides better, because the agency stops carrying idle capacity and the client stops paying for a month where nothing was approved. The clause that decides this is not the fee, it is clause 5: an agreement with a named approver, a deputy and a written turnaround is a relationship that can run for years, and one without them tends to end in the second quarter.

What makes this document work

Ad spend never touches the agency

Clause 2.1 says the client pays each platform directly from its own accounts and the agency takes no commission, rebate or markup. The fee table then shows the two numbers side by side: $66,000 of fees to the agency and $216,000 of spend to the platforms. Nobody has to ask what the agency is really earning.

Each channel has one metric, and it stays the same every month

The scope table gives search a cost per booked call, social a cost per form completion, listings the calls they generate and email the appointments booked. Clause 3.1 then requires the same measures in the same order every month, so the report can be compared rather than reframed.

The approval table makes a missed date nobody fault

Three working days for ad copy, five for website pages, five for any clinical claim, each with a named approver. Clause 5.1 then says work waiting past that moves to the next month and is not a breach, which is the term that stops the usual argument about who caused the delay.

Questions people ask

What should a marketing agency agreement include?

A scope that lists work by channel, who owns the advertising accounts, how ad spend is paid, what gets reported and when, the fee and what it does not cover, who approves creative and how fast, who owns the work at the end, and the notice period. This one carries all of those in that order.

Should the agency hold the advertising accounts?

No. Clause 6.1 creates every advertising account, analytics property, listing and domain in the name of the client, with the agency added as a user, and transfers any account already sitting with the agency within 30 days. That is the single term that decides how painful an agency change will be later.

Is a retainer a purchase of hours?

Not here. Clause 4.1 says the retainer buys the scope in clause 1, not the 85 estimated hours, and unused hours do not carry forward. The hours column exists so both sides can sanity check the price against the work, not so the client can audit a timesheet at the end of each month.

Can an agency promise a ranking or a cost per lead?

It should not, and this one does not. Clause 10.1 states plainly that the agency guarantees no ranking, cost per booking or number of enquiries. What it does promise is the work in the scope table, the reporting in clause 3 and the turnaround in clause 5, all of which are inside its control.

Who is responsible if an advertisement breaches a rule?

The client owns the claim. Clause 7.1 makes the client responsible for the accuracy of every clinical, pricing and outcome claim and for any regulatory approval, while the agency writes to the brief, flags what looks risky and publishes nothing a named clinician has not approved.

How long should the notice period be?

Long enough for campaigns to be handed over without going dark. Sixty days is common at this size and it is what clause 9.1 uses, after an initial six months. The same clause requires the agency to keep delivering the full scope through the notice period rather than winding down early.

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