How to review an agency contract before you sign

A marketing agency contract or retainer agreement is often two or three pages that point at a longer set of terms. The steps below take about an hour with the document and a highlighter. I am not a lawyer, and nothing here is legal advice: the aim is to arrive at your lawyer with the right questions marked.

Match it to the proposal

Put the proposal and the contract side by side. Every deliverable, fee and promise in the proposal should have a place in the contract, because the contract is usually the document that counts if there is a disagreement. Mark anything in the proposal that does not appear in the contract and ask for it to be added, or for the proposal to be named as part of the agreement.

Mark five things

1. Fees. Each charge, what it covers, when it is billed and whether VAT is added. The Federal Tax Authority says a tax invoice must be issued within 14 calendar days of a taxable supply^[2], so a billing date later than that is worth a question.
2. Term. Start date, minimum period, renewal and the notice needed to leave.
3. Ownership. Who owns each account, who holds Admin access and who pays the platform. In Google Ads only the Admin level can give access, change access levels and cancel invitations^[4].
4. Scope and reporting. What is included and excluded, what you will receive and how often.
5. Exit. What is handed over on the last day, in what form and by when.

Ask for what is missing

Write down every blank as a question and send them in one email. A reasonable agency answers in writing, and the answers become your record. A vague answer is itself information. If a supplier will not put an ownership answer in writing, treat that as a reason to stop and think.

Check the tax side too. The Authority states that the mandatory VAT registration threshold is AED 375,000 and the voluntary threshold is AED 187,500^[1]. A supplier below the threshold may not be registered, and a supplier above it should be. Ask which applies and where the registration number will appear.

What to send to a lawyer

Send the whole contract, not extracts, together with your marked-up questions and the proposal. Ask three specific things: whether the termination and payment terms work as the commercial summary suggests, which law and forum will apply, and whether anything in the document is unusual. The UAE Government portal notes that the federal arbitration law applies to arbitrations in the UAE unless the parties agree that another law should govern^[3], which is one reason the dispute clause deserves a lawyer’s eyes.

Before you sign

Make sure that ownership is settled in practice, not only on paper. If the agency will share Meta assets with you or take them from you, remember that Meta says only people with full control of a business portfolio can share its assets with partners^[5]. Create the portfolio or account first, then invite the agency in.

Enter your answers in the agency contract checklist, and read what an agency contract in the UAE should say for the reasoning behind each point. If you want a second pair of eyes on the commercial side, send me a question. I am also a supplier, so I will not be neutral on whether you hire me.