Contractor Agreement Template For Marketing Agencies

Yes, if your marketing agency hires freelance marketers, designers, copywriters, media buyers or SEO specialists, you should have a written contractor agreement before they touch any client work.

The nuance is that a basic contractor template usually isn't enough for an agency. Your contractor may be logging into ad accounts, seeing client customer lists, creating campaign assets, handling unpublished strategy and dealing directly with your client team.

A good agreement should make it very clear who owns the work, what the contractor can and can't do with confidential information, whether they can show the work in a portfolio, and how you'll keep control of client relationships.

Do You Need A Contractor Agreement For Freelance Marketers?

Yes, you need a contractor agreement or marketing services agreement if your agency is engaging a freelancer to provide marketing services to your business or your clients.

A written contractor agreement helps you set the ground rules before work starts. This matters because marketing work is often fast moving and collaborative. One contractor might write ad copy, another might design creative, and another might optimise a Meta or Google Ads account. Without a clear agreement, it can become messy to work out who owns what and who is responsible if something goes wrong.

For a marketing agency, your agreement should usually cover:

• Scope of services: what the contractor is doing, such as paid ads, SEO, email marketing, social media, design or copywriting.
• Client work: which clients or campaigns they're working on, and who they can communicate with.
• Payment: hourly rates, fixed fees, milestones, invoicing and GST treatment if relevant.
• Confidentiality: client strategies, pricing, customer data, login details and unpublished creative.
• IP ownership: who owns copy, designs, strategy documents, templates, reports and campaign assets.
• Access: how ad accounts, analytics platforms and shared drives are used and returned.
• Restrictions: client poaching, portfolio use and conflicts of interest.

This doesn't have to be complicated, but it should be specific to how your agency actually works. A generic freelance contract can leave out the clauses that matter most for agency work.

What Should An Agency Contractor Agreement Include?

An agency contractor agreement should include the commercial terms, the legal protections and the practical workflow rules your contractor needs to follow.

Here is a practical outline you can use when preparing your agency contractor agreement:

1. Parties: write the legal names, NZBN if relevant, and contact details for your agency and the contractor.
2. Services: describe the marketing services clearly, including deliverables, platforms and any client accounts involved.
3. Timing: set project dates, response times, milestones and how urgent work will be approved.
4. Fees and invoicing: state the rate or fixed fee, GST position, invoice requirements and when payment is due.
5. Client communication: explain whether the contractor can contact clients directly, and if so, on what terms.
6. Standards: require work to be original, accurate, on brand and compliant with your instructions.
7. Compliance: cover the Fair Trading Act 1986, Privacy Act 2020, advertising platform rules and any client guidelines.
8. IP ownership: assign ownership of work product to your agency or client, depending on your client contract.
9. Confidentiality: protect strategy, data, passwords, pricing, proposals and client information.
10. Portfolio use: say when the contractor can mention or display work, and what approvals are needed.
11. Non solicitation: restrict poaching clients, staff and other contractors where reasonable.
12. Ending the arrangement: set notice, handover obligations and return of access and materials.

Sample Agency Contractor Agreement Clauses

To make the template more practical, here are sample clause ideas your agency can adapt to the way you work:

• Parties: This agreement is between [Agency legal name] and [Contractor legal name]. The Contractor provides services as an independent contractor and isn't an employee of the Agency.
• Services: The Contractor will provide the marketing services set out in each brief, statement of work or approved email instruction, including agreed deliverables, platforms, deadlines and client accounts.
• Fees: The Agency will pay the Contractor the agreed hourly rate or fixed fee after receiving a valid invoice. The Contractor is responsible for their own tax, ACC and GST obligations, unless the parties agree otherwise in writing.
• IP assignment: The Contractor assigns to the Agency all intellectual property rights in the work product created for the Agency or its clients, on creation, and will sign any documents reasonably needed to confirm that ownership.
• Confidentiality: The Contractor must only use confidential information to perform the services, must keep it secure, and must not disclose it to anyone without the Agency's written approval.
• Portfolio use: The Contractor must not name the client, publish screenshots, share campaign results or display work in a portfolio without the Agency's prior written approval.
• Access: The Contractor must use platform access only for the services, must not change billing settings or add users without approval, and must return or delete all materials when access ends.
• Non solicitation: During the engagement and for a reasonable period after it ends, the Contractor must not solicit clients they worked with or were introduced to through the Agency for similar services.
• Termination: Either party may end the arrangement on the agreed notice period. On termination, the Contractor must hand over work in progress, return confidential information and stop using all agency and client systems.

Templates often miss the agency specific parts, especially around ad accounts, client contact and portfolio use. Those are usually the clauses you need most when a contractor is working behind the scenes on client campaigns.

Who Owns The IP In Client Work And Campaign Assets?

The safest approach is to say in writing that your agency, or your client if your client contract requires it, owns the IP in the contractor's work once it has been created or paid for.

In New Zealand, copyright is dealt with under the Copyright Act 1994. Copyright can protect things like ad copy, website copy, graphics, videos, campaign reports, email sequences and some design materials. The tricky part is that the person who creates copyright material can often own it unless there's a clear agreement saying otherwise.

For agencies, that can cause a real gap. You might promise your client that they will own the campaign assets, but your contractor agreement or subcontractor agreement might not transfer the rights to you first. If that happens, you may not have the rights you need to pass the work on to your client.

Your agreement should cover:

• Assignment: the contractor assigns all IP in the work product to your agency, or as you direct.
• Moral rights: the contractor gives consent for reasonable edits, adaptations and use without being named every time.
• Pre existing materials: any templates, stock assets, code, fonts or tools the contractor already owns are clearly identified.
• Third party assets: the contractor must only use properly licensed stock images, music, fonts, plug ins and software.
• Trade marks: brand names, logos and slogans may need separate clearance and registration through IPONZ if protection is important.

For example, Mia runs a small Auckland agency and pays a freelance designer $2,400 to create paid social assets for a client campaign worth $8,000. If the contractor agreement assigns IP to Mia's agency, Mia can confidently provide those assets to the client under her client agreement. If it doesn't, Mia may have paid for the work but still not have the rights her client expects.

How Do You Handle Confidentiality, Portfolio Use And Ad Account Access?

You should handle these issues with specific clauses, not just a broad promise to keep things confidential.

Marketing contractors often see sensitive information that clients wouldn't want shared. This can include customer lists, conversion data, campaign budgets, unreleased product launches, margins, brand strategy and analytics results. If any of that includes personal information, the Privacy Act 2020 may also apply.

Your confidentiality clause should say the contractor can only use confidential information to do the work for your agency. It should also require them to keep information secure, avoid sharing it with anyone else, and return or delete it when the engagement ends.

Ad Account And Platform Access

For ad accounts and marketing platforms, your agreement should be very practical. It should say:

• the contractor must use their own login where possible, not shared passwords;
• access is limited to the accounts and permissions needed for the job;
• the contractor can't add users, change billing details or export data unless authorised;
• two factor authentication must be used where available;
• access must be removed as soon as the work ends; and
• all campaign materials, reporting files and credentials must be handed back.

This is especially important for Google Ads, Meta Business Manager, TikTok Ads, email marketing platforms, CRMs and analytics dashboards.

Portfolio Use

Portfolio use should also be controlled. Many freelancers reasonably want to show their work, but your agency may have promised the client confidentiality or white label service. A balanced clause can say the contractor needs written approval before naming the client, publishing screenshots or sharing campaign results.

If the campaign includes claims about products or services, your contractor should also follow your instructions so the work doesn't create issues under the Fair Trading Act 1986, which prohibits misleading or deceptive conduct.

Can You Stop Contractors Poaching Your Clients?

Yes, you can use a reasonable non solicitation clause to help stop contractors approaching your clients, but it needs to be carefully drafted.

A marketing contractor may build a close working relationship with your client. That can be useful for getting work done, but it also creates a risk that the contractor later pitches the client directly or offers to do the same work outside your agency.

A non solicitation clause can restrict the contractor from:

• approaching your clients for similar work;
• accepting work from clients they dealt with through your agency;
• encouraging clients to move away from your agency;
• using your proposals, pricing or strategy to win the client directly; and
• poaching your employees or other contractors.

The key is reasonableness. A clause that tries to stop a contractor from working in marketing altogether is unlikely to be sensible. A clause that focuses on clients they actually worked with or learned about through your agency is much more practical.

You should also line this up with how your agency operates. If your contractors never speak to clients, your clause might focus on confidential information and introductions. If they do attend client meetings, you may need clearer rules about what happens after the project ends.

For example, if you engage a freelance Google Ads specialist for three months to support Client A, your agreement might say they can't solicit Client A for paid media services for a set period after the engagement ends. The exact period should be tailored to your circumstances, because an overly broad restriction can be harder to rely on.

How Do You Avoid Accidentally Creating An Employment Relationship?

You avoid this by making sure the written agreement and the day to day working arrangement both reflect a genuine contractor relationship.

Calling someone a contractor doesn't automatically make them one. Under the Employment Relations Act 2000, the real nature of the relationship matters. The Employment Relations Amendment Act 2026 introduced a contractor gateway test to give more certainty where certain requirements are met.

In broad terms, the gateway requires a written agreement stating the person is an independent contractor or not an employee, freedom to work for others, either flexibility around specified times, days or minimum periods or a right to subcontract within limited vetting rules, protection from termination for declining additional work, and a reasonable opportunity to seek independent advice before entering the arrangement.

Still, you should be careful with how you manage contractors in practice. Separate common law status factors can still matter, especially if the gateway doesn't apply. Watch for these risk signs:

• you require set daily hours like an employee roster;
• the contractor works only for you for a long period;
• you provide all equipment and tightly control how every task is done;
• the contractor is integrated into your team like staff, including job titles and internal reporting lines;
• you stop them working for other agencies or clients; and
• you treat leave, sick days or performance management as if they're an employee.

If someone is really an employee, different rules can apply, including minimum employment standards, written employment agreements, leave under the Holidays Act 2003 and good faith obligations. If you're unsure, get tailored contractor agreement advice before you put the arrangement in place.

Key Takeaways

• A marketing agency contractor agreement should be tailored to agency workflows, not copied from a generic freelance template.
• Clear IP assignment is essential so you can pass client work on under your own client agreements.
• Confidentiality clauses should cover client strategy, customer data, pricing, proposals, passwords and platform access.
• Portfolio use should require approval, especially for white label work, confidential campaigns or client results.
• Reasonable non solicitation clauses can help protect your client relationships from poaching.
• Your contractor agreement and day to day practices should support a genuine contractor relationship under New Zealand employment law.

If you'd like help with your marketing agency contractor agreements, IP ownership clauses, confidentiality terms and contractor status settings, you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.