Three Things Your Agency Should Do Now to Start 2025 Strong

It’s that time of year – the mad rush of checking off to-do lists and getting things in order before a new year begins.

Sometimes, it’s hard to know what should take priority. Where should you invest your time and money to give the agency a strong legal start in the new year?

These are the top three things that in our experience are most likely to reduce risk, preserve profit and give you peace of mind as your agency wraps up one year and gets ready to launch another:

1. ☐ Update your client contracts. Your top profit-making tools should always be fresh and reflective of the industry’s current state. If it’s been more than a year since you have had your agency’s contracts with clients reviewed, now is the time.
2. ☐ Inventory your IP. Your agency is sitting on a wealth of knowledge, unique best practices, brands, and in some cases productized content or services – all of which is valuable IP. To maximize its financial value, the agency needs an inventory of and protection plan for it.
3. ☐ Assess and document your critical relationships. Much like with client agreements, industry changes affect your relationships with contractors, vendors, strategic alliance partners (like other agencies) and others. Start strong in the new year by protecting the agency with clear agreements in place with these key parties.

How did these make our “Top 3?” priorities for your agency? Read on.

#1: Update Your Client Contracts.

As your agency evolves and grows, so should your contracts. What served you a couple of years ago no longer will, given the increased complexities in your business and in your client work.

There are key clauses that are evergreen, but regularly overlooked in most agency service agreement documents.

Terms like intellectual property ownership and transfer, client review and approval responsibilities, and payment terms, that should be tailored based on the needs and practices of your agency. But when you adjust your agency practice in a certain area, or change a business policy, then your contract likely also needs to be adjusted.

Or perhaps you’ve learned a painful lesson and now need to refine your agreements to protect yourself from the same situation happening again. Examples? We’ve got them:

• The agency that needs to reshape the client approval process and restart / dormancy fee clauses in their contracts based on their experience with client delays.
• The agency confronted with a nonpaying client that needs options to protect itself in the future. While you can’t prevent client nonpayment, you can arm yourself in case it becomes an issue with language that gives you options, like IP holdback, interest, attorney fee collections, and work cessation.

And then there are the clauses now made critical by developments in the marketing industry overall that affect agency work. What kind of developments? Glad you asked!

• One case in point: This year, the laws surrounding non-solicitation and non-compete clauses, have changed drastically. The Federal Trade Commission (FTC) initially ruled that non-compete clauses were unenforceable across the board, and thus every non-compete clause in an existing and future contract would be null and void. Lawsuits quickly began to challenge this ruling, and a few short months later, a federal court in Texas determined that this FTC ruling was overbroad. These restrictive covenants now require special attention in any contract, as they need to be written reasonably and reflect the current, albeit fluctuating, state of the law.
• Other developments affecting your contracts exist in data privacy requirements. Recent data privacy laws passed in the US and abroad, such as California Invasion of Privacy Act (CIPA), General Data Protection Regulation (GDPR), and California Consumer Privacy Act (CCPA), have impacted the way data is handled across the board. Most agencies or agency clients tend to think these laws don’t apply if they’re not in California or the EU, but they are likely to apply more often than the parties understand. If your agency handles client data, data privacy language is necessary to include in your contracts in case the services you provide and the data you handle trigger these laws.
• Of course, it’s not a year-end roundup without talking about the impact of AI on your work. AI has also become integrated within most agency services and requires discussion in your agency’s contracts. Ideas that need to be addressed should include ownership of input into and output from AI, responsibility for compliance with client AI use policy, and many many more issues. Given the evolving nature of AI, AI-relevant provisions need to be integrated into into your client services agreements to add clarity on these points, as well as to address liability.

#2: Take An Inventory of Your IP.

One of the most profitable activities in which your agency should engage is to evaluate its intellectual property to identify the kind(s) of assets it owns, whether it is adequately protected legally.

Some of your IP consists of your agency’s “secret sauce” – the processes, methods, and proprietary systems that give it a competitive edge. Here, your focus should be on treating this information with the attention it deserves to maintain its confidentiality and ownership in your client contracts, employee policies and agreements, and disclaimers in assets to maintain the proprietary nature of it, especially if it qualifies as a trade secret.

In other cases, the agency’s IP assets are the basis of product development, productized services, or licensing opportunities with your clients (or even other agencies). Here the protection strategies can extend to copyright and trademark registrations, specific contract language in your client agreements, careful auditing of your freelancer contributions, and even stand-alone licensing agreements.

The value of your IP reflects the attention it deserves. And if an eventual succession or sale is on the horizon, you can also positively impact the agency’s valuation by carefully cultivating and protecting its IP.

#3: Assess and Document Your Critical Agency Relationships

No agency is an island. Your successes likely depend upon a network of key vendors, freelancers and contractors, and strategic alliance agencies – all of whom help the agency serve and deliver work product to its clients.

What kind of documentation do you have in place with these key parties?

If you’re relying on a system of emails, texts, and purchase orders to govern your terms of business with these other entities, you are not only missing opportunities for your agency but leaving it vulnerable in areas from IP ownership, to liability and payment disputes.

Take the time to assess these critical relationships – a list of them is a great place to start.

Gather the documentation your agency uses to govern the relationship with them.

Evaluate the gaps in your documentation with the help of your accounting and legal team. Rinse and repeat. Then address any gaps by modifying existing documentation or introducing more comprehensive agreements to protect all parties involved (them, your agency, and your clients).

It can be challenging to decide where to invest your agency’s bandwidth and resources. These three areas should be priorities in the new year, and will help set your agency up for more profit and less risk.\

Need some help working through these for your agency? Contact us for a strategy call.