On November 15, the Kansas City Council hosted a meeting featuring Candice Kersh, a partner from law firm Frankfurt Kurnit Klein & Selz, discussing master service agreements and how to ensure agency compensation captures all areas of servicing clients. More than 30 people from Kansas City area agencies attended. Kersh discussed a number of issues related to client master service agreements, including indemnification, audit, data security and ownership of agency ideas and tools—services areas that are commonly under represented in master service agreements. She also touched on challenges related to social media, content, native advertising and talent union matters.
Current agreements must take into full consideration the risks and liabilities posed to agencies and to their clients. They must go beyond simple labor and deliverables. Everything from measurement to ROI and new user experiences, such as VR or AI, must also be considered. Agencies can no longer just skim over contracts without paying closer attention to the full range of services they cover.
Advertising continues to go through dramatic changes, which started more than a decade ago, driven by digital technologies, new media, data and new creative opportunities. These new realities have caused seismic changes in client requirements and thereby have reshaped the ways agencies—whether they are more traditional agencies, media agencies, PR agencies or some combination—must do business.
The potential range and complexity of any particular arrangement, and the arrangement’s need for special considerations, is infinite. So, the need for writing a contract to reflect and record the responsibilities and expectations of the parties has become even more necessary. Today it is absolutely critical that there be written terms of what the agency and the client agree to, when they enter into a business arrangement. It need not be full of whereases and heretofores and parties of the first parts to set forth in clear language how the agency and client agree to conduct business. But there is no reason that the essence of that relationship, like any business relationship, can’t be reduced to writing.
Any business relationship will benefit from the clarity and certainty that comes from a “meeting of the minds” in a written document. The process of discussing with a client or potential client the scope and terms of the relationship may be upsetting, and sometimes downright painful. But, it is the best method available for avoiding misunderstandings that might later lead to trouble, or even an ending to the relationship.