PR agencies: six commercial contract decisions for legal review

PR agencies commercial contracts should identify the real service and its limits. They cannot manufacture a right to use personal data, guarantee editorial coverage or transfer rights that a party does not own.

What to take away

Selection basis for the contract subjects

Review date: 6 September 2026.

Scope: business-to-business agency appointments intended to operate in England, with the governing law and forum left for a qualified lawyer to determine.

Inclusions: a subject needed a distinct acceptance or exit decision and an authoritative UK record explaining the boundary.

Exclusions: consumer engagements, employment terms, regulated procurement forms, fee benchmarks, tax conclusions, insurance advice and model drafting.

Ranking and conflicts: these six subjects are non-ranked. No agency, buyer or affiliate funded the selection. They are negotiation prompts, not clauses or legal advice.

1. Parties, authority and disclosed delivery chain

Name each contracting legal entity, registration detail, signatory authority and trading name. List any subcontractor and the work it may perform. Companies House data products guidance explains what register data can show, but a filing does not prove a signatory's authority, capability or solvency.

Acceptance evidence: verified identity plus written authority for the person signing and for any client spokesperson approving material.

The buyer should also record which named entity owns the budget and which receives the service. Where they differ, the contract needs an explicit instruction and approval route. A registered office, group name or email domain does not answer that question. Leave responsibility open until the actual parties confirm it.

2. Scope, claims and editorial boundary

Define deliverables, source materials, excluded activities, revision rounds, approval states and who owns each underlying fact. The CAP remit explanation separates editorial material from advertising within the Code's scope. The agreement should not describe access to journalists as control over editorial decisions.

Hold if a proposed success measure depends on guaranteed coverage, sentiment or an unsupported commercial claim.

3. Payment, incentives and recognition

Record who funds placements, gifts, creator work or affiliate activity, who must approve it and what evidence is retained. CAP Code section 2 addresses recognition of covered marketing communications. The contract should allocate tasks and correction rights without pretending that allocation removes statutory or Code exposure.

4. Copyright, licences and commissioned work

List each asset, creator, source, licence territory, media, duration, alteration right, credit, reuse and exit treatment. IPO ownership guidance states that the creator is usually first owner of commissioned work unless ownership is agreed otherwise in writing. An invoice marked paid is not a complete rights schedule.

5. Personal data and confidential access

Document actual controller, joint-controller or processor activities, not one label for the whole relationship. The ICO's processor-contract guidance covers required data terms where that relationship exists and was under review when checked. Add access controls, confidentiality, incident notice, rights support, subprocessors, transfer evidence, return and deletion.

6. Change, assurance and an orderly exit

Set the change owner, approval evidence, dependencies, handover format, open corrections, retained records, revocation of access and restart conditions. NCSC supply-chain guidance supports proportionate assurance and review provisions. Leave service levels, remedies, fees, VAT treatment and liability limits blank until the parties' evidence and advisers support them.

The buyer should not sign while authority, rights, data roles, regulated claims, security access or exit custody remains unresolved. Commercial compromise in one area cannot cure a failed legal or safety gate.

Before you act

Common questions

What should a buyer check about the parties before signing?

Name each contracting legal entity, registration detail, signatory authority and trading name. List subcontractors and their work. Verify identity and written authority for the signer and any client spokesperson approving material. Record which named entity owns the budget and which receives the service, with an explicit approval route where they differ.

Does paying an invoice settle copyright ownership?

No. The IPO ownership guidance states that the creator is usually first owner of commissioned work unless ownership is agreed otherwise in writing. An invoice marked paid is not a complete rights schedule. The contract should list each asset, creator, source, licence territory, media, duration, alteration right, credit, reuse and exit treatment.

When can the buyer safely sign the contract?

Not while authority, rights, data roles, regulated claims, security access or exit custody remains unresolved. Commercial compromise in one area cannot cure a failed legal or safety gate. Service levels, remedies, fees, VAT treatment and liability limits should stay blank until the parties' evidence and advisers support them.