You’ve awarded your business to your new agency partner, but you’re not ready to start the relationship yet. You first need to finalize the contract and scope of work. This includes the legal aspects of your arrangement and expectations, such as projects, timing, and roles and responsibilities on both ends. Meet with your legal council, they may have a contract template and they’ll be able to provide legal council throughout this part of the process.
Here are some common things included in the contract:
- Team with roles and responsibilities,
- Evaluation process and timing,
- Any exclusive rights or noncompete agreements,
- Total price, including payment terms and conditions, such as for fees or out of pocket expenses, insurance, liability, and intellectual property details, record retention policy, audit rights, etc.
- Start and end date of the agreement, including a termination clause,
- A clearly defined scope of work.
The scope of work typically is an exhibit to the contract. And exhibit is a supplement to the contract that isn’t included in the main part of the contract. It includes additional terms, obligations, or information. With an agency contract the exhibit details all the project specifics for the first year. Why use an exhibit for the scope of work? Because it can easily be changed throughout the year if necessary. Also, if the relationship works well the main part of the contract can remain as is. And each year you only need to update the exhibit with next year’s scope of work. This will save you legal resources, such as time and fees.
If your company has a procurement group they’ll probably want to be involved with the scope of work. Here are some things you might want to include.
- A list of each specific project
- Preferred methods of communication,
- The business and marketing objectives for each project, so the agency understands the why behind each project you need completed,
- Key performance indicators, usually called KPIs, for each project, which should be limited, only what’s important, and fair,
- All formal processes with clear roles and responsibilities. For example, for a creative project it could include these types of steps,
▶️ Client assignment brief and kickoff meeting,
▶️ Agency strategic or creative brief,
▶️ Development and approval of creative concepts.
- A schedule or at the minimum deadlines or milestones for each project,
- Acceptance, which is the client’s and agency’s authorized signatures.
While everyone will be anxious to get started, don’t initiate any work without a fully executed contract, which means that both authorized signatures are on the contract. Now you’re ready to develop your contract and scope of work and to bring the right people into the process.