Marketing Services Agreement in India: Template and Key Clauses (2026)

A marketing services agreement in India is a contract between a client and an agency (or freelancer) for services such as advertising, digital marketing, social media, content, SEO or campaign management. The contract law is straightforward, but tax deduction, GST, advertising rules and ownership of creative work are where these deals usually go wrong. This guide sets out the law, the key clauses and a working skeleton. It is general information, not legal advice; confirm a live deal with an Indian lawyer. ## What law governs a marketing services agreement in India? The agreement is governed by the Indian Contract Act 1872, which sets out the rules on offer, acceptance, consideration and performance. There is no special statute for marketing engagements, so the contract itself does most of the work. Around it sit tax, advertising and data rules. ## GST and TDS on fees Two tax points must be handled in every Indian services contract: - GST. Marketing and advertising services are generally taxable at the standard rate of 18 percent under the Goods and Services Tax regime. State whether fees are inclusive or exclusive of GST, record both parties' GSTIN, and set out invoicing requirements so the client can claim input tax credit.

• TDS. The client usually has to deduct tax at source under the Income Tax Act 1961. Payments to an advertising or marketing agency commonly fall under section 194C (contracts) or, where professional or technical services are involved, section 194J. The contract should state that payments are subject to TDS and that a TDS certificate will be issued. Getting the right section matters because the rates differ. ## Advertising rules and liability for content Marketing output is regulated. The Advertising Standards Council of India (ASCI) code sets standards for honest, non-misleading and decent advertising, and its guidelines cover influencer and digital advertising, including disclosure of paid promotion. The Consumer Protection Act 2019 targets misleading advertisements and false or deceptive claims, and brings potential liability for endorsers as well as advertisers. The agreement should allocate responsibility for claim substantiation, approvals and regulatory compliance, and include an indemnity for content the client supplied versus content the agency created. ## Intellectual property in creatives Decide who owns the creative work. By default, an author or creator may hold copyright, so if the client is to own logos, campaigns, designs and content, the contract must assign intellectual property expressly, ideally with a written assignment and waiver of moral rights where permitted. Address third-party assets (stock images, music, fonts) and the licences for them, and separate agency tools and know-how (which the agency keeps) from client deliverables (which transfer). ## Data protection and confidentiality Marketing involves customer data, mailing lists and campaign analytics. India's Digital Personal Data Protection Act 2023 governs the handling of personal data as its provisions are brought into force, so the agreement should set data-handling duties, purpose limits and security. Add a confidentiality clause covering strategy, budgets and customer data. ## Media spend and pass-through costs Many marketing engagements involve the agency buying media (search, social, print, outdoor) on the client's behalf. Decide whether media spend is a pass-through cost billed at actual, with the agency fee charged on top, or whether it is bundled into a retainer. Pass-through billing needs clear documentation: original invoices from media owners, agreed markups if any, and separate line items so the client can verify spend and claim input tax credit on GST. Set a cap or a pre-approval threshold for media purchases, and state who holds the advertising accounts and audience data, because that ownership decides whether the client can move agencies without losing its campaign history. ## Key clauses in an Indian marketing services agreement - Scope of services: channels, deliverables, campaigns and what is excluded.
• Fees and payment: retainer or project fees, media spend handling, GST and TDS, invoicing and payment timing.
• Approvals: the client sign-off process before anything is published.
• Intellectual property: assignment of deliverables, treatment of agency tools and third-party assets.
• Advertising compliance: ASCI code, Consumer Protection Act 2019, claim substantiation and disclosure of paid promotion.
• Performance and reporting: metrics, reports and review cadence.
• Confidentiality and data protection: handling of customer data under the DPDP Act 2023.
• Exclusivity and non-solicitation: whether the agency may serve competitors, and staff protections.
• Liability and indemnity: split by who created or supplied the content.
• Term and termination: notice, handover of assets and access on exit.
• Governing law and dispute resolution: Indian law, courts or arbitration. ## A simple drafting skeleton 1. Parties and date

2. Definitions (services, deliverables, media spend)
3. Scope of services and exclusions
4. Client approvals and cooperation
5. Fees, media spend, GST and TDS
6. Invoicing and payment
7. Intellectual property and assignment
8. Advertising compliance (ASCI, Consumer Protection Act)
9. Reporting and performance
10. Confidentiality and data protection
11. Exclusivity and non-solicitation
12. Liability and indemnity
13. Term and termination
14. Governing law and dispute resolution
15. Signatures Give the most attention to fees with GST and TDS, intellectual property assignment and advertising compliance, because these decide the money, who owns the work and who is liable for a claim. ## Keeping marketing and vendor contracts under control The hard part is rarely one agreement. It is tracking many of them at once: which SLA target applies, when each renewal falls, which indemnity you accepted, and whether a clause was quietly changed in the last draft. That work (drafting from a tuned template, flagging risky clauses per clause, tracking renewals and keeping versions straight) is what an AI contract workspace can hold in one place. Adira is built for this: one AI workspace tuned to your company and built on Claude, with per-clause risk review, plain-English clause editing and a live activity timeline. It is India-first today, so it fits Indian contracting well. More at Adira. The law above stands on its own. ## Bottom line An Indian marketing services agreement is governed by the Indian Contract Act 1872, but the real work is in the GST and TDS handling (section 194C or 194J), the assignment of creative IP to the client, and advertising compliance under the ASCI code and the Consumer Protection Act 2019. Set the fee and tax position clearly, assign the deliverables, allocate content liability, and take Indian advice before signing a real deal.