The retainer is not the price. The retainer is the floor.
An agency proposal usually lands as a clean number: a monthly retainer, a scope, a team. The number looks fine. The money leaks elsewhere: in markups you did not see, in out-of-scope work billed by the hour, in a notice period that costs you three months when you want to leave.
Agency contracts are written by agencies. That is not sinister. It just means the defaults favour them. Here are the seven clauses to fix before you sign.
1. Media and production markup
If the agency buys media, tools, printing, influencers or freelancers on your behalf, most contracts add a markup, commonly 10 to 20 percent. On a $40k monthly media budget, a 15 percent markup is $72k a year that is not buying anything.
What to look for:
- Whether pass-through costs are billed "at cost" or "plus a handling fee"
- Whether the markup applies to ad platform spend (Meta, Google, LinkedIn) or only to third-party vendors
- Whether you can pay platforms directly from your own accounts
2. Scope, defined by output, not hours
"Ongoing marketing support" is not a scope. Vague scope leads to two outcomes, both bad: either the agency under-delivers and points at the contract, or everything becomes a change request billed on top.
What to ask: "Define the retainer as deliverables per month: number of campaigns, assets, reports, meetings. Anything beyond that is quoted in advance and approved in writing before work starts."
3. Who owns the work
Many agency contracts keep ownership of creative, strategy documents, or even the ad accounts until the final invoice is paid, and some keep it after. If you leave, you lose the assets you paid for.
What to look for:
- IP assignment on delivery versus on final payment
- Ownership of ad accounts, analytics properties, landing pages and domains
- Rights to source files, not only exports
4. Notice period and minimum term
A 12-month minimum term with 90 days' notice means the cheapest exit is 15 months. Agencies argue they need runway. That is fair for the first quarter, and unnecessary after.
What to ask: "Three-month initial term, then rolling monthly with 30 days' notice. If a minimum term is required, pair it with a performance clause."
5. A performance clause you can actually use
Agencies resist guarantees, and they are right to: outcomes depend on your product and budget. What you can ask for is a review gate. Agree two or three metrics at the start, review at 90 days, and give either side the right to exit without penalty if the numbers are not moving.
What to ask: "At day 90 we review against the agreed metrics. If two of three are below target, either party may terminate with 30 days' notice and no early-termination fee."
6. The team you were sold
The pitch is delivered by the senior team. The work is delivered by whoever is available. Contracts rarely name people, so there is nothing to hold the agency to.
What to ask: "Name the account lead and the senior strategist in the contract. Replacing either requires our written approval and a four-week overlap."
7. Rate card for out-of-scope work
Even with a clear scope, extra work will come up. If there is no rate card in the contract, every change request is priced on the day, from a position of strength.
What to ask: "Attach an hourly rate card by role, fixed for the term. Out-of-scope work is estimated against it and approved before it starts."
The bottom line
The retainer number is the part of an agency deal that gets negotiated. The markup, the scope, the IP and the exit are the parts that decide what you actually pay. Fix those seven clauses and the retainer becomes what it should be: a predictable fee for a defined output, with a clean door out.
TermLift reads an agency proposal for exactly these clauses, prices what each one is costing you, and drafts the email that asks for the fix.