PPC Management Contract Template — Campaigns, Budgets & Performance
Structure PPC engagements with clear budget management, campaign optimization responsibilities, and realistic performance expectations.
Contract Template
1. Parties & Agreement
Identifies the PPC management agency and client entering into a pay-per-click advertising management relationship.
This PPC Management Agreement ("Agreement") is entered into as of [DATE]:
PPC Manager: [YOUR NAME/COMPANY] ("Manager")
Client: [CLIENT NAME/COMPANY] ("Client")
This Agreement governs pay-per-click advertising management services.2. PPC Management Services
Specifies exact services included: campaign setup, keyword management, bid optimization, ad creation, and reporting.
Manager will provide the following services: 1. Campaign Setup & Management: - Account structure and organization - Campaign creation and optimization - Ad group management - Keyword research and management 2. Ad Creation: - Ad copywriting - Ad extensions setup - A/B testing of ad variations 3. Bid Management: - Bid optimization and adjustment - Budget allocation across campaigns - Quality score improvement 4. Performance Optimization: - Regular campaign reviews and adjustments - Negative keyword management - Landing page recommendations 5. Reporting: Monthly performance reports Platforms: [Google Ads, Facebook Ads, LinkedIn Ads, etc.]
3. Ad Spend Budget & Management
Establishes ad spend budgets, approval requirements, and separation of management fees from advertising costs.
Monthly Ad Spend Budget: $[AMOUNT] Ad Spend vs. Management Fee: - Ad spend: Paid directly to advertising platforms - Management fee: Paid to Manager (separate from ad spend) Budget Approval: - Monthly budget requires Client approval - Campaigns exceeding $[AMOUNT] require pre-approval - Manager will notify Client when budget reaches [X]% Budget Exhaustion: - When monthly budget is exhausted, campaigns will pause - Client may approve additional budget to continue Manager not responsible for ad spend beyond approved budgets
4. Campaign Setup & Account Access
Defines account setup process, access requirements, and account ownership.
Account Setup: - Manager will set up new accounts or manage existing accounts - Client will provide necessary account access - Manager will use access only for services under this Agreement Account Ownership: - Ad accounts remain Client's property - Client retains ownership of all campaigns and data - Upon termination, Manager will transfer full account access Conversion Tracking: - Manager will set up conversion tracking (requires website access) - Client must provide website access for tracking implementation
5. Performance Expectations & Guarantees
Sets realistic expectations about PPC performance and focuses guarantees on work performed.
Manager Guarantees: - Professional campaign management per industry best practices - Regular optimization and bid adjustments - Monthly reporting as specified - Campaign setup and ongoing management Manager Does NOT Guarantee: - Specific cost-per-acquisition (CPA) or return on ad spend (ROAS) - Specific click-through rates (CTR) or conversion rates - Specific number of leads or sales PPC performance depends on many factors including: - Landing page quality and conversion optimization - Market competition and bid prices - Platform algorithm changes - Industry and seasonal trends - Offer quality and pricing
6. Conversion Tracking & Landing Pages
Clarifies responsibilities for conversion tracking setup and landing page optimization.
Conversion Tracking: - Manager will set up conversion tracking pixels/codes - Requires Client website access and cooperation - Client must implement tracking codes if Manager cannot access backend Landing Pages: - Manager will provide landing page recommendations - Client is responsible for landing page quality and optimization - Poor landing page conversion rates are not Manager's responsibility Manager optimizes ads to drive traffic; Client optimizes landing pages to convert traffic Conversion rates depend heavily on landing page quality, which is Client's responsibility
7. Platform Algorithm Changes
Disclaims responsibility for performance changes due to platform algorithm updates.
PPC platforms (Google Ads, Facebook Ads, etc.) frequently update their algorithms Algorithm changes are outside Manager's control Manager not responsible for performance changes due to: - Platform algorithm updates - Changes to quality score factors - Updates to ad formats or auction systems - Platform policy changes Manager will adapt strategies as algorithms evolve Manager cannot guarantee specific results when platforms change systems
8. Reporting & Communication
Defines monthly reporting requirements including metrics, insights, and recommendations.
Monthly Reports Delivered By: [DATE] each month Reports Include: - Impressions, clicks, and click-through rate (CTR) - Cost per click (CPC) and total spend - Conversions and conversion rate - Cost per acquisition (CPA) or return on ad spend (ROAS) - Campaign performance breakdown - Top performing keywords and ads - Recommendations for optimization Report Format: [PDF / PORTAL / EMAIL] Manager available for report review calls upon request
9. Fees & Payment
Establishes management fee structure, payment schedule, and terms.
[OPTION A - Flat Monthly Fee]: Monthly Management Fee: $[AMOUNT] [OPTION B - Percentage of Ad Spend]: Management Fee: [X]% of monthly ad spend (minimum $[AMOUNT]) [OPTION C - Performance-Based]: Base Fee: $[AMOUNT]/month Performance Bonus: $[AMOUNT] per [METRIC - e.g., conversion] Payment Due: 1st of each month Setup Fee: $[AMOUNT] (one-time, due upon signing) Payment Terms: Net [X] days from invoice Late Payment: Services may be paused if payment is [X] days overdue
10. Competitive Landscape & Market Factors
Clarifies that PPC performance depends on competitive factors outside manager control.
PPC performance depends on competitive landscape: - Competitor bid prices - Market competition levels - Industry trends and seasonality - Economic conditions Manager will optimize within market conditions but cannot control: - How much competitors bid - Market competition intensity - Seasonal demand fluctuations Performance may vary based on these external factors
11. Term & Termination
Defines contract term, renewal provisions, and termination procedures.
Initial Term: [X] months, beginning [START DATE] Renewal: Auto-renews monthly unless either party provides [X] days written notice Termination: - Either party may terminate with [X] days written notice - Setup fee is non-refundable - Client pays for services rendered through termination date - Manager will transfer account access and provide final report For Cause: Either party may terminate immediately for material breach
12. Limitation of Liability
Limits manager liability to fees received and excludes indirect damages.
Manager's liability limited to total fees paid in the [X] months preceding any claim Manager not liable for indirect, consequential, or punitive damages Manager not liable for lost revenue, lost profits, or business interruption PPC results depend on many factors outside Manager's control Manager not responsible for platform algorithm changes or competitive landscape shifts
13. Signatures
Executes the PPC management agreement with dated signatures.
Both parties agree to the terms above. Manager: _________________ Date: _________ Client: _________________ Date: _________
Disclaimer: This template is provided for informational purposes only and does not constitute legal advice. We recommend having a qualified attorney review any contract before use to ensure it meets your specific needs and complies with applicable laws in your jurisdiction.
Pro Tips
- Separate ad spend from management fees clearly—clients often confuse these costs
- Require budget approval before spending—protects you from unauthorized spending claims
- Set realistic performance expectations—PPC results depend on many factors you cannot control
- Document all optimizations and changes—shows value and protects you in disputes
- Clarify landing page responsibilities—you optimize ads, client optimizes conversions
- Include algorithm change disclaimers—platforms change frequently and affect performance
Key Features of This Contract
Budget Management & Approval Requirements
Establishes clear ad spend budgets with approval thresholds requiring client sign-off for campaigns exceeding specified amounts. Separates management fees from ad spend, preventing confusion about costs. Requires monthly budget approval and defines what happens when budgets are exhausted. Protects managers from liability for ad spend decisions made without proper authorization.
Platform Algorithm Change Disclaimer
Explicitly states that PPC results depend on platform algorithms (Google Ads, Facebook Ads) that change frequently and are outside manager control. Protects managers from liability when platforms update auction systems, change quality score factors, or modify ad formats. Sets realistic expectations that PPC requires ongoing adaptation to algorithm changes rather than set-and-forget campaigns.
Conversion Tracking & Landing Page Responsibility
Clarifies that conversion tracking setup requires client website access and proper implementation, with manager responsible for campaign optimization but client responsible for landing page quality. Excludes manager liability for poor conversion rates caused by weak landing pages, unclear offers, or website issues. Manager optimizes ads, but cannot control what happens after clicks.
Performance Guarantee Limitations
Focuses guarantees on work performed (campaign management, optimization, reporting) rather than specific ROI or conversion guarantees that depend on many factors. May include "expected performance ranges" based on industry benchmarks, but avoids specific CPA or ROAS guarantees. Protects managers from being held responsible for factors outside their control like landing page quality or market conditions.
Campaign Ownership & Account Access
Establishes that ad accounts remain client property, with manager receiving necessary access for campaign management. Defines what happens to campaigns and data upon contract termination. Prevents disputes about account ownership and ensures smooth transitions if relationships end.
Multi-Platform Management Scope
Specifies which platforms are included (Google Ads, Facebook, LinkedIn, etc.) and whether management covers all platforms or specific ones. Defines platform-specific optimization strategies and reporting requirements. Prevents scope creep where clients expect management of additional platforms without additional fees.
Frequently Asked Questions
Can I guarantee specific ROI or cost per acquisition?
Generally no. PPC performance depends on many factors including landing page quality, market competition, platform algorithms, and industry trends. Focus guarantees on work performed (campaign management, optimization, reporting) rather than specific outcomes. You can discuss expected performance ranges based on industry benchmarks.
Who owns the ad accounts and campaigns?
The client owns the ad accounts. You receive access to manage campaigns, but accounts remain client property. Upon termination, you transfer full account access back to the client.
What if Google or Facebook changes their algorithm?
Your contract should explicitly state that platform algorithm changes are outside your control. You can commit to adapting strategies, but cannot guarantee specific results when platforms update their systems. This is standard in PPC management.
Am I responsible for poor conversion rates?
Your responsibility is optimizing ads to drive qualified traffic. Conversion rates depend heavily on landing page quality, which is typically the client's responsibility. Your contract should clarify this division of responsibilities.
Should I charge a flat fee or percentage of ad spend?
Both models work. Flat fees provide predictable revenue. Percentage-based fees scale with client success but can be unpredictable. Many agencies use a hybrid: base fee plus percentage, or flat fee with minimums.
Related Contract Templates
Marketing Agency Retainer Agreement Template
Comprehensive marketing agency retainer covering multiple marketing services (SEO, content, social media, PPC) with monthly allocation, rollover policies, and service level commitments. Includes campaign management, reporting requirements, and strategic planning sessions. Protects agencies with clear exclusions for ad spend (separate from retainer), limitations on performance guarantees, and flexible service allocation that adapts to client needs while maintaining predictable revenue.
View TemplateSEO Services Contract Template
SEO services agreement covering keyword research deliverables, on-page optimization scope, link building activities, and reporting requirements. Includes disclaimers about Google algorithm changes, realistic timeline expectations (SEO takes 3-6 months), and guarantees that comply with Google guidelines. Protects SEO providers with clear exclusions for penalties from client actions and limitations on ranking guarantees that could violate search engine policies.
View TemplateSocial Media Management Contract Template
Social media management agreement covering content creation, posting schedules, community management responsibilities, and platform-specific requirements. Includes content approval workflows, crisis management protocols, and advertising budget management. Protects agencies with clear exclusions for platform policy violations caused by client content and limitations on engagement guarantees that depend on audience behavior and algorithm changes.
View TemplateRetainer Agreement Template
Retainer agreement structuring monthly service allocation (hours or deliverables), rollover policies for unused capacity, and automatic renewal terms that create predictable recurring revenue. Includes service level commitments like response times and priority access, plus usage reporting requirements that keep clients informed. Features early termination fees during initial term and flexible overage billing for work beyond monthly allocation.
View TemplateOptimize PPC Campaigns Efficiently
Manage multiple ad accounts, track performance metrics, and optimize bids with PPC management tools built for agencies.