Agency Client Contract Template for Canada

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Key Requirements PROMPT example:

Agency Client Contract

"I need an Agency Client Contract for a digital marketing agency in Toronto, providing social media management and content creation services to a retail client, with a 12-month initial term starting January 1, 2025, including strict data protection clauses and performance metrics."

Document background
The Agency Client Contract is a fundamental legal document used to establish and govern the professional relationship between service agencies and their clients in Canada. This contract type is essential when engaging agency services for marketing, advertising, public relations, or other professional services. It provides a comprehensive framework that addresses key aspects including scope of services, deliverables, payment terms, intellectual property rights, and confidentiality obligations. The document ensures compliance with Canadian federal and provincial laws, including privacy legislation (PIPEDA), consumer protection laws, and relevant industry regulations. It's designed to protect both parties' interests while facilitating a clear understanding of responsibilities and expectations throughout the engagement.
Suggested Sections

1. Parties: Identification of the Agency and the Client, including full legal names and addresses

2. Background: Context of the agreement and brief description of the parties' intentions

3. Definitions: Key terms used throughout the agreement

4. Appointment and Scope: Formal appointment of the agency and detailed scope of services

5. Term: Duration of the agreement, including start date and renewal terms

6. Agency Services: Detailed description of services to be provided by the agency

7. Fees and Payment: Compensation structure, payment terms, and expenses

8. Client Obligations: Responsibilities and commitments of the client

9. Agency Obligations: Responsibilities and commitments of the agency

10. Intellectual Property: Ownership and usage rights of created materials and existing IP

11. Confidentiality: Protection of confidential information and trade secrets

12. Data Protection: Compliance with privacy laws and data handling procedures

13. Termination: Conditions and procedures for ending the agreement

14. Limitation of Liability: Limits on liability and indemnification provisions

15. General Provisions: Standard legal provisions including governing law, notices, and assignment

Optional Sections

1. Performance Metrics: Specific KPIs and performance measurement criteria - include when quantifiable metrics are part of the agreement

2. Exclusivity: Terms regarding exclusive rights and non-compete provisions - include when exclusive arrangements are agreed

3. Insurance: Specific insurance requirements - include for high-risk or regulated services

4. Compliance with Laws: Specific regulatory compliance requirements - include for regulated industries

5. Subcontracting: Terms for engaging subcontractors - include when subcontracting is anticipated

6. Change Control: Process for managing changes to services - include for complex or long-term engagements

7. Force Majeure: Provisions for unforeseen circumstances - include for long-term or critical services

8. Audit Rights: Client's right to audit agency's work - include for financial or sensitive services

Suggested Schedules

1. Schedule A - Scope of Services: Detailed breakdown of all services to be provided

2. Schedule B - Fee Schedule: Detailed pricing, payment terms, and expense policies

3. Schedule C - Service Levels: Specific performance standards and metrics

4. Schedule D - Key Personnel: List of key team members and their roles

5. Schedule E - Approved Subcontractors: List of pre-approved subcontractors if applicable

6. Schedule F - Client Materials: List of materials to be provided by the client

7. Appendix 1 - Project Timeline: Detailed project milestones and deadlines

8. Appendix 2 - Reporting Requirements: Specific reporting formats and frequencies

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Advertising and Marketing

Public Relations

Media and Entertainment

Retail

Technology

Financial Services

Healthcare

Manufacturing

Professional Services

Real Estate

Telecommunications

Consumer Goods

Education

Non-profit Organizations

Relevant Teams

Legal

Procurement

Marketing

Finance

Operations

Compliance

Business Development

Client Services

Project Management

Account Management

Relevant Roles

Chief Executive Officer

Chief Marketing Officer

Legal Counsel

Procurement Manager

Contract Manager

Account Director

Business Development Manager

Marketing Director

Agency Director

Operations Manager

Finance Director

Compliance Officer

Project Manager

Client Services Director

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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