Essentials of Contract Transparency

Transparent contractual agreements with partners is critical for best in class media and marketing operations and is the basis for successful relationships.

We spoke with Keri Bruce on the Plus Up Podcast. She is the Advertising, Marketing, Promotions, Media & Technology Law Partner at Reed Smith and Legal Advisor to the Association of National Advertisers on this important subject. Keri represents national and multi-national marketers and has a unique and broad perspective on how to develop and institute transparency in contract agreements.

Media Plus Advisors helps marketers assess their partner agreements has summarized the key actions we discussed:

1. Update Agency MSAs Regularly

The Media industry is rapidly evolving, as are production and union terms for Creative agencies. Marketers shouldn’t put their MSAs in a file to dust off for infrequent reviews or to just add amendments. Reviewing once a year to incorporate latest industry best practices is recommended. Even more important than frequency of updates is ongoing governance of the overall client-agency relationship, but we’ll get to that later.

2. Understand the Fine Print of Non-disclosed Services

Non-disclosed services are not a bad thing. Agencies often bundle services, especially for investment tactics that are not yet matured. First step is for marketers to be sure to understand what is in the bundle, what the terms are and what the tradeoffs are (what are you giving up). This “fine print” could undermine the MSA with things like audit rights or data ownership. The second step is to build protections into the MSA that apply governance to these services.

3. Check your Data Rights and Usage Strategies

Your legal support can write beautiful terms about data ownership, privacy and security, but make sure you’re not just getting data because you have the right to it. We encourage marketers to do two things. 1. Bring the right people to the table – not just the lawyers - Data specialists, Information Security teams, the marketing team who will use the data. And if you don’t have these people in house, hire a consultant to get you started. 2. Sit down with your agencies - or your internal team if you have direct deals - to review the data you have access to by each provider – DSP, brand safety, etc. Review what you are getting column by column to assess if it meets your needs, make sure you understand the terms, know who else the data is being shared with and understand your access and ability to ingest the data. If you don’t like what you learn, switch to more transparent providers. And stop paying for data you don’t need or use.

4. Develop Processes for Comprehensive Governance

Before you develop a process, do an assessment of your spend to date on non-disclosed deals. With so many players on marketing teams and the fast pace of marketing, deals are being authorized inside and outside of marketers’ planning and buying processes. Get a 50,000-foot view of your spend. Then develop a process for authorization  implementation  performance assessment  governance. A couple of easy tips are: creative a special form or email with language referencing the terms/tradeoffs, put a cap on spend and secure access and audit rights to basic performance metrics. This process does not have to be complex. There are simple ways to incorporate checks and balances into your ways of working. These tips apply to any non-disclosed deals, not just digital and data related.

5. Be in the Room Where it Happens

Take an active role in shaping the ecosystem. It’s your money making the marketing world go around. You have earned a seat at the table. Take it. If agencies and industry organizations are alone at the table, they are going to shape policies in their favor. This is not nefarious; it’s just the natural order of things. Be in the room where it happens so that your voice is heard and needs are met.