What if the agency insists on its own contract?

That is normal and not a problem; the problem is if the six clauses are missing from it. Offering the missing clauses as an addendum to an agency's own contract is a common and accepted route. If an agency refuses to add the account-ownership or IP-transfer clause, that refusal is itself the information you were looking for.

What is the difference between transferring IP and granting a licence?

In a transfer the right becomes yours; in a licence it stays with the agency and you are granted use under stated conditions. The difference shows up at trademark registration, when you want another agency to build on the work, and at a sale of the company. On logo and identity work, having the transfer in writing matters particularly.

Which clauses should you look for in an agency contract?

Short answer

What should you check in a software or agency contract?

Six clauses are what make an agency contract protective: transfer of intellectual property, account ownership, an out-of-scope list, an acceptance test, maintenance and response times, and exit and handover. None of them gets read while things go well; all of them take effect when they do not. The most protective single clause is the enumeration of what is out of scope, not what is in it.

Key takeaways

Enumerating what is out of scope protects you more than enumerating what is in it; almost every dispute comes from work missing off that list.
"Design will be delivered" is not enough; the phrase to look for is transfer of the source design files in editable format.
A contract with no account-ownership clause turns the domain and the advertising history into bargaining chips when the relationship ends.
Without a written acceptance test, "done" means different things to each side and the final instalment stays open to argument indefinitely.
An exit clause turns parting from a crisis into a procedure: notice period, the list of what transfers, and the final payment tied to that transfer.

Six clauses and what each protects

What to look for in the contract

Intellectual property
The phrase to find
Source files and code transfer on delivery
What happens without it
Changing agency means having it built again
Account ownership
The phrase to find
All accounts under the client's company
What happens without it
Domain and ad history become bargaining chips
Out of scope
The phrase to find
The following are not included: … (list)
What happens without it
Every job that surfaces later is a new quote
Acceptance test
The phrase to find
Delivered tested on these devices and browsers
What happens without it
"Done" means different things to each side
Maintenance and response
The phrase to find
Free support for X days, response within Y hours
What happens without it
Every fix becomes a fresh negotiation
Exit and handover
The phrase to find
Notice period and the list of what transfers
What happens without it
Parting turns into a crisis

What to look for in the contract
Clause	The phrase to find	What happens without it
Intellectual property	Source files and code transfer on delivery	Changing agency means having it built again
Account ownership	All accounts under the client's company	Domain and ad history become bargaining chips
Out of scope	The following are not included: … (list)	Every job that surfaces later is a new quote
Acceptance test	Delivered tested on these devices and browsers	"Done" means different things to each side
Maintenance and response	Free support for X days, response within Y hours	Every fix becomes a fresh negotiation
Exit and handover	Notice period and the list of what transfers	Parting turns into a crisis

This guide proposes no contract wording and gives no legal advice; it describes which clauses should be present. For the texts themselves, work with a lawyer — and when these clauses are discussed while things are going well, none of them causes an argument.

How should the payment schedule work?

Tying payment to deliverables rather than dates protects both sides: scope sign-off, design sign-off, end of development, launch. Date-based payment runs identically regardless of who caused a delay and produces arguments on projects waiting for content. Leaving the last instalment until after launch and handover is what makes delivery genuinely complete.

Frequently asked

What if the agency insists on its own contract?: That is normal and not a problem; the problem is if the six clauses are missing from it. Offering the missing clauses as an addendum to an agency's own contract is a common and accepted route. If an agency refuses to add the account-ownership or IP-transfer clause, that refusal is itself the information you were looking for.
What is the difference between transferring IP and granting a licence?: In a transfer the right becomes yours; in a licence it stays with the agency and you are granted use under stated conditions. The difference shows up at trademark registration, when you want another agency to build on the work, and at a sale of the company. On logo and identity work, having the transfer in writing matters particularly.

Sources

01Marka — başvuru, sınıflandırma ve işlem ücretleri — TÜRKPATENT, 2026

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