Agency Engagement Checklist: Pitch and Spec Work Terms, Deliverable Ownership, Third-Party Asset Schedules, Approval Records, and Transition on Exit

By Casey Scott McKay · 2025-05-14

This checklist audits an agency relationship from either side. It is organised around a single structural fact: the standard ownership clause cannot mean what it says, because a campaign is assembled from components the agency does not own. It covers the pitch agreement, drafting the ownership clause honestly, and the third-party asset schedule that prevents the sector's most expensive failure. It then works through reading stock and music licences properly, fixing the chain through subcontractors and creators, generative tool disclosure, and content liability allocation. The final phases address the brand assets that outlast the relationship, the transition provisions drafted last and needed most, and the annual operating habits that keep the schedule alive. Gate items mark the points at which work should stop until a specific artefact exists.

IP and Technology > General IP | Checklist | Published 14 May 2025 - Updated 2 July 2025 | Casey Scott McKay - marksy.us

Summary. This checklist audits an agency relationship from either side, organised around a single structural fact: the standard ownership clause cannot mean what it says, because a campaign is assembled from components the agency does not own. It covers the pitch agreement, drafting the ownership clause honestly, the third-party asset schedule that prevents the sector's most expensive failure, reading stock and music licences, fixing the chain through subcontractors and creators, generative disclosure, content liability allocation, the brand assets that outlast the relationship, and the transition provisions. Gate items mark where work should stop.

Keywords: agency checklist · pitch agreement · ownership clause · assignment in the alternative · third-party asset schedule · stock licence review · music clearance · talent releases · creator usage rights · generative disclosure · substantiation ownership · indemnity scaling · brand asset chain · transition provisions · annual campaign audit

How to use this checklist

| Phase | What it produces | Who runs it | Gate | |---|---|---|---| | 1. Pitch | A one-page agreement, signed | Counsel | Signed before the pitch | | 2. Ownership | A clause that assigns what exists | Counsel | Assignment in the alternative used | | 3. Asset schedule | A deliverable held by the client | Agency and client | Condition of final invoice | | 4. Licences | Stock and music read properly | Producers and counsel | Six-provision stock review done | | 5. Chain | Signed assignments at every link | Agency | Before work starts | | 6. Generative | Asset-level disclosure | Agency | Tool terms read | | 7. Liability | Substantiation owner and matched indemnities | Both and counsel | Indemnity scaled to insurance | | 8. Brand assets | The changing-agencies test passed | Client and counsel | Marks and domains assigned | | 9. Transition | Provisions agreed at signature | Both and counsel | Archive addressed | | 10. Operation | An annual audit with a named owner | Client | Diary entries live |

The matter. A brand appointing a new lead agency after a competitive review, with three campaigns still running from the previous agency, a relationship that ended badly, an outgoing agency holding all the licence records, and marketing asking whether the best-performing film can be extended into two new markets next month.

Phase 1. Sign a pitch agreement before the pitch

[ ] Explain the baseline to both sides. Ideas are not protected — 17 U.S.C. § 102 excludes ideas, concepts, and principles regardless of how they are described — so a client that hears a concept and executes it with another agency has done nothing actionable under copyright. The storyboard, treatment, comps, and film are expression and are the agency's unless assigned.
[ ] State what the client may do with pitch material, which is the single most useful sentence in the document.
[ ] State whether a fee is paid and what it buys, since a client paying for pitch work reasonably expects something and the something is usually unstated.
[ ] State whether the agency may reuse the work elsewhere, which protects the agency and prevents the mirror problem of presenting a concept developed for one prospect to another.
[ ] Address what happens if the client executes the concept with a different agency, since that is the scenario the document exists for.
[ ] Do not rely on idea submission claims.
- Trap. The available theories are contract — express or implied-in-fact — and in some jurisdictions a confidential relationship, and they require the idea to be concrete, novel in the relevant sense, and submitted in circumstances implying payment. They mostly fail.
[ ] Keep it to one page, since a short document that gets signed beats a comprehensive one negotiated for six weeks while the pitch proceeds without it.
[ ] [Gate] Nothing is presented before the agreement is signed.

Phase 2. Draft the ownership clause honestly

[ ] Assign what the agency created, in those terms rather than assigning "all materials."
[ ] Pass through the licences on their actual terms, scheduled rather than described, since the agency can convey what it obtained and not more.
[ ] Use assignment in the alternative and rely on it.
- Why. Under 17 U.S.C. § 101 a commissioned work is a work made for hire only where there is a signed writing and the work falls within one of nine enumerated categories. Advertising material often qualifies as a contribution to a collective work or an audiovisual work; a logo, a piece of copy, or a standalone photograph may not.
[ ] Require a signed writing at every link, since 17 U.S.C. § 204 requires a transfer of copyright ownership to be in writing and signed by the owner.
[ ] Confirm the ownership position under 17 U.S.C. § 201 for each category of deliverable rather than assuming a uniform answer.
[ ] Schedule the exceptions, since the client's real position is a mixture of owned elements, licensed elements with expiry dates, and elements owned by someone nobody can find.
[ ] Carve out the agency's own material: tools, templates, methodologies, planning frameworks, research methods, production templates, code libraries, design systems, and motion templates.
[ ] Address moral rights and credit where the jurisdiction recognises them and the client will modify the work.
[ ] [Gate] No agreement is signed asserting ownership of material the agency does not hold.

Phase 3. Make the asset schedule a deliverable

[ ] Specify its contents in the agreement: for every campaign asset, the third-party material it contains, the licence, the territory, the media, the period, and the cost to extend.
[ ] Make it a condition of final invoice, since an optional schedule is one that is not produced.
[ ] Require a format the client can hold in its own systems, since the agency relationship will end before some of the licences do.
[ ] Cover every category: stock imagery and footage, music, talent, fonts, voice, sound effects, photography, location and property releases, and software or rendering assets used in production.
[ ] Diary every expiry on the client's side.
- Why. Nothing announces an expiry. A music licence ends and the commercial keeps running; a talent release lapses and the billboard stays up; a stock image's term concludes and the website still displays it. The claim arrives from a monitoring service after the use has continued long enough to establish both the breach and its extent.
[ ] Allocate monitoring responsibility expressly, since the agency obtained the licence and the client extended the campaign and both are frequently right that the other should have been watching.
[ ] Include the archive: old campaigns on the brand's website, in case studies, and in anniversary retrospectives are continuing uses.
[ ] [Gate] No final invoice is paid without the schedule.

Auditing an existing relationship

Where the relationship already exists and the agreement was signed years ago, the audit runs in a different order and produces findings faster.

[ ] Start with what is actually running. List every campaign live in any market and on any property, including the website, the archive pages, retail point of sale, and case studies. The list is longer than anyone expects.
[ ] For each, ask what third-party material it contains and whether anybody can produce the licence. Where nobody can, that is the finding.
[ ] Reconstruct from invoices where licences are missing. The invoices identify the libraries, the composers, the production companies, and the talent agencies even where the paperwork is gone, and a call to each with an invoice number produces the terms.
[ ] Decide explicitly about assets whose status cannot be established. Continuing to run something that may be unlicensed is a decision, and it should be made with the exposure stated rather than by default.
[ ] Check the archive first, not last, since old material on a brand's own website is the category most likely to be unlicensed and least likely to be noticed by anyone inside the business.
[ ] Check who holds the advertising and analytics accounts, since the answer is frequently the agency and the discovery is usually made at termination.
[ ] Check whether any marks or domains are registered in the agency's name.
[ ] Rank the findings by exposure, since an image running nationally is a different problem from a font used in an internal deck.
[ ] Fix the templates before fixing the history, since template changes apply to every future engagement and the history is a finite remediation.

Phase 4. Read the stock and music licences

[ ] Run the six-provision stock review per asset. The licence model — royalty-free with caps versus rights-managed with specific territory, media, and duration. The usage caps, breached silently by a successful campaign. Any editorial-only restriction, which prohibits use to sell anything and is the most common and most provable breach in the sector. The model and property release status, since an unreleased image showing an identifiable person cannot be used commercially whatever the copyright licence says. The sensitive-use prohibitions covering health, financial difficulty, addiction, and crime. And the indemnity limit, frequently modest against a campaign's exposure.
[ ] Train the person who selects the image, since legal never sees the selection and the breach is prevented at the point of choice or not at all.
[ ] Clear music as two separate grants. The composition is controlled by writers and publishers and cleared by a synchronisation licence; the recording is controlled by the label or artist and cleared by a master use licence. Obtaining one clears nothing.
[ ] Specify the same media, territory, and term to both, and diary both expiries separately since they frequently differ.
[ ] Establish split publishing before the edit is locked, since a song with four writers across three publishers requires all of them and a single holdout blocks the use.
[ ] Price the whole plan rather than the launch.
- Trap. Clearing narrowly to save money and then extending a successful campaign puts the rights holder in a position to price against the campaign's visible value rather than against alternatives.
[ ] Consider a cover version or library music where the master use negotiation is the obstacle, remembering both still need the composition cleared and both carry media, territory, and term limits.
[ ] Address commissioned music properly, since a composer frequently retains publishing under a standard agreement and the client that wants it must negotiate and pay for it.
[ ] Check performer and session obligations under union agreements with their own use and payment structures.
[ ] Diary talent releases alongside the licences, since they specify media, territory, and term exactly as licences do, extension requires renegotiating with an individual whose leverage rises with success, background performers and members of the public need releases nobody obtained, and a voice release does not cover a synthesised version unless it says so.
[ ] [Gate] No asset enters a campaign without its licence terms recorded.

Talent and releases, in detail

Performers are where an expiry is most visible and most expensive, and the structures differ enough to need their own items.

[ ] Establish whether the production is union or non-union, since union agreements carry defined use periods, media categories, and payment structures for reuse administered through machinery the agency navigates and the client pays for, while non-union engagements are whatever the individual agreement says — frequently less than the client assumes.
[ ] Record media, territory, and term per release, exactly as for a licence, since a release for domestic broadcast for one year does not cover the same film on a website in year two.
[ ] Price extension into the original negotiation where possible, since extending later means renegotiating with an individual whose leverage rises with the campaign's success — the reverse of a stock licence, where the price comes from a schedule.
[ ] Obtain releases from background performers and members of the public appearing incidentally, since location shooting produces people in shot who never signed anything and who are identifiable.
[ ] Obtain property releases for recognisable private property, distinctive buildings, and identifiable artwork appearing in shot.
[ ] License voice separately from on-camera appearance, and confirm that a voice release covers any synthesised version of the same voice — which older releases will not.
[ ] Handle minors under the additional approval and trust requirements some jurisdictions impose.
[ ] Check the domicile position for deceased performers, since post-mortem publicity rights exist in some states and not others and the answer determines whether there is anything to license.
[ ] Diary every release expiry alongside the licences, since the mechanism is identical and the consequence of a lapse is a person complaining rather than a company.

Phase 5. Fix the chain through subcontractors and creators

[ ] Require a signed assignment in every engagement, before work starts, for art directors, copywriters, illustrators, editors, developers, and anyone else.
[ ] Keep a contributor register, since agencies resist the administration and then cannot answer a client's diligence question.
[ ] Read production company terms, since a director's cut, raw footage, and outtakes may be owned by the production company rather than anyone in the chain.
[ ] Read post-production terms, which may reserve rights in techniques, plug-ins, and elements.
[ ] Check photographers, who license by convention rather than assigning — which means an agency promising the client ownership promised what the photographer did not grant.
[ ] Inventory open source in anything a developer delivered, which arrives with obligations regardless of the assignment language.
[ ] Verify rather than warrant, since an agency warranting that it holds all rights without checking has given a warranty it cannot support and an indemnity its insurance will not fund.
[ ] Obtain creator usage rights in writing and priced. A post made by an influencer is the influencer's work; organic posting, paid amplification, and brand-owned usage are priced separately; and an agreement silent on amplification produces a dispute the week the brand tries to boost the post.
[ ] Check third-party material inside creator content, which arrives cleared for personal use if at all and never for advertising.
[ ] Address whitelisting and platform terms, since a licence from a creator the platform's terms do not permit is a licence that cannot be exercised.
[ ] [Gate] No contributor works without a signed assignment on file.

Phase 6. Require generative tool disclosure

[ ] Require asset-level disclosure: which assets were generated, with which tool, under which terms.
[ ] Explain what the client is acquiring.
- Why. Output lacking sufficient human authorship is outside copyright under 17 U.S.C. § 102, which means an agency assigning "all deliverables" may be assigning something nobody owns and a client believing it acquired exclusivity has acquired only the ability to use it.
[ ] Read the tool's terms, since providers variously assign output, grant a licence, or reserve rights, distinguish paid from free tiers, and change the terms.
[ ] Record the provenance question honestly, since a client asking whether a generated asset came from a model trained on infringing material is asking something the agency cannot answer.
[ ] Check the conditions on any provider indemnity before relying on it.
[ ] Screen likeness and voice, since a generated performance resembling an identifiable person engages publicity rights independently of copyright, with a false endorsement analysis under 15 U.S.C. § 1125 running alongside.
[ ] Check the talent agreements, since older releases were obtained before anyone contemplated generative use and may not cover it.
[ ] Anticipate disclosure obligations emerging in advertising codes and in some jurisdictions requiring synthetic content to be identified.
[ ] [Gate] No generated asset ships without a disclosure entry.

Phase 7. Allocate content liability to match the work

[ ] Name an owner for the substantiation file. Performance, comparative, and environmental claims are actionable at a competitor's suit under 15 U.S.C. § 1125 and by regulators and consumers on other theories; the client usually holds the evidence and the agency usually drafts the claim.
[ ] Keep approval records as a process: who approved which claim, when, and on what evidence.
[ ] Handle comparative advertising properly. Naming a competitor to identify its product is permitted nominative use; the exposure is the claim rather than the mark; implied claims count as much as literal ones; establishment claims must be supported by tests that prove what the advertisement implies; and standing is governed by the framework in Lexmark International, Inc. v. Static Control Components, Inc..
[ ] Use self-regulatory challenge where appropriate, since it resolves most of these faster than litigation and produces decisions competitors act on.
[ ] Cover endorsement disclosure, which reaches influencer engagements the agency arranges and sits on the client as advertiser regardless of who negotiated the deal.
[ ] Clear third-party marks in comparative advertising, compatibility claims, and set dressing, with 15 U.S.C. § 1114 as the backstop.
[ ] Clear rights of publicity where identifiable people appear, including in the background.
[ ] Split the indemnities to match the work: agency for its own creation, client for product claims and supplied materials.
- Trap. Agreements frequently make the agency indemnify for everything, which no agency's insurance supports and which turns a remedy into a covenant.
[ ] Check the insurance rather than assuming it, since media liability, professional liability, and production insurance cover different things.
[ ] Do not make review bureaucratic, since a claims review taking a week will be routed around and the campaign that skipped it will carry the unsupported claim.
[ ] [Gate] No claim runs without a named substantiation owner and a record.

Phase 8. Apply the changing-agencies test to the brand assets

[ ] Ask the test directly. If the client changed agencies tomorrow, could it continue to use, modify, and extend everything the current agency produced? Where the answer is no, the agreement is wrong, and the test surfaces gaps faster than reading the ownership clause.
[ ] Trace the logo's chain, designed by a freelancer under a purchase order, delivered to an agency, passed to a client, with a gap in the middle and twenty years of use ahead of it.
[ ] Assign any marks the agency registered, remembering that a trademark assignment must transfer the goodwill of the business with it under 15 U.S.C. § 1060 to be effective, and that abandonment through the resulting confusion is a live risk under 15 U.S.C. § 1064.
[ ] Transfer domains registered in the agency's name or with its contact details.
[ ] Obtain brand guidelines and design systems the client needs to operate independently.
[ ] Check the photography library, built campaign by campaign, where the perpetual reuse the client assumes may not exist.
[ ] Specify clearance work as a deliverable where the agency develops product names.
[ ] Cover templates and assets embedded in the client's own systems.
[ ] Settle the data questions: commissioned research including raw responses to the client; syndicated data that cannot be shared; campaign performance data following the account holder; customer data remaining the client's with privacy obligations flowed down; and audience models built from client data allocated expressly.
[ ] Carve out the agency's accumulated category understanding, which is not the client's and which a broad assignment clause can be read to capture.
[ ] [Gate] No engagement ends before the test has been applied and the gaps closed.

The data and account questions

Modern agency work generates data and runs through accounts, and both are settled by clauses drafted for creative deliverables.

[ ] Assign commissioned research to the client, including the raw responses rather than only the report.
[ ] Identify syndicated and panel data, which the provider licenses on terms that frequently prohibit sharing with the client — meaning an agency presenting insights it cannot hand over is complying rather than withholding.
[ ] Establish who holds the advertising and analytics accounts, since campaign performance data follows the account holder and the answer is frequently the agency.
[ ] Flow privacy obligations down where the client supplies customer data for targeting or measurement, since the data remains the client's and the obligations travel with it.
[ ] Allocate audience segments and models built by the agency from client data, stating expressly whether the agency may use them for other clients.
[ ] Locate the tags, pixels, and measurement infrastructure deployed on the client's own properties, which belong with the client and are frequently configured in the agency's accounts.
[ ] Carve out the agency's accumulated category understanding, which is not the client's and which a broad assignment clause can be read to capture.
[ ] Confirm account access survives termination, including administrative rights rather than a shared password, since an account the client cannot administer is an account it does not have.

Phase 9. Negotiate the transition provisions at signature

[ ] Working files: layered artwork, project files, raw footage, and editable versions, since a client receiving only finished deliverables cannot modify anything without rebuilding it.
[ ] Licence records: the asset schedule, which is the outgoing agency's to hand over.
[ ] Approval and substantiation records for claims still running.
[ ] Platform and account access: advertising accounts, analytics, domains, social profiles, and tag management, frequently created in the agency's name.
[ ] Assignment of anything registered in the agency's name, which requires a document rather than a password.
[ ] Ongoing licences obtained in the agency's name, which may need the licensor's consent to transfer.
[ ] A defined assistance period at defined rates, since a departing agency with no obligation to help will not.
[ ] The archive: years of material in the agency's systems with no preservation obligation after termination, which no client asks for until the anniversary retrospective.
[ ] Negotiate all of this at signature.
- Why. These are the provisions drafted last, negotiated least, and needed most, and a client that reads them at signature rather than at termination is a client whose agency change costs weeks rather than months.
[ ] [Gate] No agreement is signed without a defined transition period and an archive provision.

Phase 10. Operate it

[ ] Give the marketing team one question to ask. Before any extension, expansion to a new market, or repurposing for social: what does the schedule say about the assets in this? Asked consistently, that single question prevents most of the failures in this checklist.
[ ] Frame the schedule as a purchasing tool rather than a compliance document, since a marketer who understands that it tells them what an extension will cost will maintain it.
[ ] Run an annual audit of running campaigns against the schedule, with a named owner and a calendar entry. It takes an afternoon and it is the only mechanism that surfaces a silent failure before a rights holder does.
[ ] Include the archive in the audit, since old campaigns on the website are continuing uses.
[ ] Report what the process caught — prevented breaches, extensions priced correctly — since a function that only says no is one the marketing team stops consulting.
[ ] Review the templates annually, since the pitch agreement, the engagement agreement, and the freelance assignment are the artefacts that determine every future engagement.
[ ] Rehearse the rights holder response: establish the facts from the schedule before replying; do not concede in the first email; stop an unlicensed use immediately, since continuing after notice converts an oversight into knowing infringement and reaches the enhanced damages under 17 U.S.C. § 504 and fee exposure under 17 U.S.C. § 505; check whether the claimant has standing and whether its registration preceded the use, noting that a registration must issue before suit under 17 U.S.C. § 411; and settle the client-agency allocation privately rather than in front of the claimant.
[ ] [Gate] The audit has a named owner and a date in a calendar.

Acting for the agency

Everything above reads from the client's side. Acting for the agency, three positions are worth defending and are routinely conceded, and one is worth conceding and is sometimes demanded.

[ ] Defend the tools and the methodology. Planning frameworks, research methods, production templates, code libraries, design systems, and motion templates are the agency's business, and a clause assigning all materials created in connection with the engagement captures them. The carve-out costs nothing at signature and everything to argue afterwards.
[ ] Defend case study and awards rights. An agency's ability to show its work is commercially essential and is frequently prohibited by a confidentiality clause nobody read. Negotiate an express right to display after a stated period, with approval not to be unreasonably withheld, and specify the media.
[ ] Defend the warranty scope. An agency should warrant that it obtained the licences described in the schedule and that its own contributions do not infringe. It should not warrant that the campaign as a whole is clear of all third-party rights, because it cannot verify that and its insurance does not fund it.
[ ] Negotiate a limitation of liability proportionate to fees, which clients resist and which is standard in professional services.
[ ] Secure the right to reuse losing pitch material elsewhere, subject to confidentiality.
[ ] Concede residual knowledge. People move between agencies and take experience with them; a clause purporting to prevent that is unenforceable and poisons the relationship. Agencies sometimes ask for it and should not.
[ ] Protect the agency's proprietary methods properly as trade secrets, marked and access-controlled, since a methodology never treated as confidential fails the reasonable measures element when the agency tries to prevent a departing team from taking it.

A note on order

The phases are ordered by when the leverage exists, which is not the same as when the risk arises.

The pitch agreement is first because it is the only moment at which the parties are equally motivated and nothing has been produced. Ten minutes before a pitch, both sides will sign a sensible one-pager; two months later, when a concept has been developed and a relationship has begun, the same document becomes a negotiation about who owes what.

The ownership clause and the asset schedule requirement sit at signature for the same reason. An agency that has not started work will agree to produce a schedule; an agency mid-campaign will explain why it is impractical. A client that has not appointed will negotiate transition provisions; a client that has appointed and is happy will not want to discuss termination.

The licence and chain phases run continuously through delivery, and they are where the operational discipline lives rather than the drafting.

The generative and liability phases attach to particular deliverables and particular claims, and they are triggered rather than scheduled.

The brand asset test and the transition provisions belong at signature and are almost always done at exit, which is the single most reliable source of unnecessary cost in the sector. An outgoing agency's cooperation is at its highest in the first fortnight after notice and declines to nothing thereafter, and every item on that list is obtainable in advance for free.

The operating phase is last on the page and is what determines whether anything above survives. A schedule nobody maintains, an audit nobody runs, and a question nobody asks produce exactly the same outcome as never having done any of it.

[ ] Confirm insurance actually covers what the indemnities promise, since media liability, professional liability, and production insurance cover different things and an agency indemnity backed by no cover is a covenant rather than a remedy.
[ ] Check what happens on a change of control of either party, since agency holding companies acquire and merge and a client may find its account managed by an agency serving a competitor.
[ ] Record any conflict undertakings given at appointment, since exclusivity in a category is commonly promised, rarely documented, and the first thing disputed when the agency wins a competitor's business.

[ ] Diarise a template review annually. The pitch agreement, the engagement agreement, and the freelance assignment determine every future engagement, and a template improved once and never revisited will be running unchanged in a market that has changed — most obviously around creator content and generative tools, neither of which existed in the form the older templates contemplate.
[ ] Confirm somebody owns the schedule after the person who built it moves on, since every artefact in this checklist survives exactly as long as its owner does and the failure is silent.

[ ] Check whether the engagement is exclusive in the category and in writing, since the answer is assumed by the client, disputed by the agency, and decisive when a competitor appoints the same holding company.

[ ] Confirm the engagement letter names the contracting entity on each side, since agency groups operate through multiple companies and the one that signed is not always the one doing the work.

Outcome. A relationship run against this checklist produces a client that can extend a campaign into two new markets next month by consulting a document rather than by discovering, three weeks in, that the music was cleared for one territory and the lead performer's release expired in March. That is the whole of what this checklist is for, and it is a purchasing capability rather than a compliance one.

Key Authorities at a Glance

| Authority | What it settles | Phase | |---|---|---| | 17 U.S.C. § 101 | Definitions, including the work made for hire categories | 2 | | 17 U.S.C. § 201 | Ownership and transfer of copyright | 2 | | 17 U.S.C. § 204 | Transfers must be in writing and signed | 2, 5 | | 17 U.S.C. § 102 | Ideas excluded; authorship required | 1, 6 | | 17 U.S.C. § 103 | Compilations and derivative works | 2 | | 17 U.S.C. § 106 | Exclusive rights, including derivative works | 3 | | 17 U.S.C. § 504 | Damages, including statutory damages | 10 | | 17 U.S.C. § 505 | Costs and attorney's fees | 10 | | 17 U.S.C. § 411 | Registration as a precondition to suit | 10 | | 15 U.S.C. § 1125 | False designation of origin and false advertising | 6, 7 | | Lexmark International, Inc. v. Static Control Components, Inc. | Standing framework for false advertising claims | 7 | | 15 U.S.C. § 1114 | Infringement of a registered mark | 7 | | 15 U.S.C. § 1060 | Assignment of marks with the goodwill of the business | 8 | | 15 U.S.C. § 1064 | Cancellation, including for abandonment | 8 | | 18 U.S.C. § 1839 | Reasonable measures element of trade secret status | 8 | | Feist Publications, Inc. v. Rural Telephone Service Co. | Facts unprotectable; originality required | 8 |

The five things people get wrong

One: believing the ownership clause. It says the client owns the campaign and it cannot, because the campaign contains stock footage on a term licence, music cleared for one market, a performer's release with an expiry date, a typeface licensed for particular media, and an illustration by a freelancer who never signed anything. The agency can assign what it made and pass through what it obtained. Everything else in this checklist follows from accepting that.

Two: not producing the asset schedule. It is the single most consequential document in the relationship and it almost never exists, which is why the standard failure is a successful campaign extended into a new market on licences that never contemplated it. Make it a deliverable, make it a condition of final invoice, and hold it on the client's side — because the agency relationship will end before some of the licences do.

Three: clearing music narrowly to save money. Two grants from parties with different interests, both specifying media, territory, and term, with split publishing meaning any one of four writers' publishers can block the use. Clearing the launch scope rather than the plan saves a modest sum and hands the rights holder the ability to price the extension against the campaign's visible success.

Four: using an editorial-only image in an advertisement. The most common and most provable breach in the sector, committed by a designer who selected a good image and never saw a licence, in a process where legal never sees the selection. Twenty minutes of training on six provisions prevents it, and nothing downstream does.

Five: negotiating the transition at termination. Working files, licence records, account access, domains, and the archive are all obtainable at signature and all disputed at exit, and an outgoing agency's cooperation is at its highest in the first fortnight and declines to nothing. A client that reads these provisions when it needs them has already lost the negotiation.