Negotiate five things in this order: notice period, data and account ownership, scope definition, what happens to supplier relationships, and price. Price is last because everything above it decides whether the price is worth paying. Our own terms are month to month with 30 days notice.
The short version
- Exit terms first. How you leave shapes every conversation you have while you stay.
- Access is granted, never transferred. You add the agency as a user on your account and you can remove them.
- Supplier relationships are the hidden asset. Decide in the document who owns the factory contact and the tooling.
- Scope is a list of deliverables with frequencies, not a list of service names.
- Negotiate price last, and expect a shorter notice period to cost slightly more. That trade is usually worth taking.
The mistake that makes the rest of the negotiation pointless
Most sellers open with the fee and spend their leverage there. They win a discount of a few hundred dollars a month, sign a twelve-month term to get it, and then discover in month five that leaving requires rebuilding the catalog, that the ad history lives in an account they do not control, and that the factory only replies to the agency's email address.
The discount was worth a few thousand dollars over the year. The exit terms were worth the business. Negotiate in the order below and the price conversation becomes easy, because by then you know exactly what you are buying.
Five stages, each with a gate
Notice period and termination. Ask for month to month with 30 days notice, which is what we run. The gate: you can leave inside a billing cycle without penalty, and any auto-renewal clause is removed or shortened. If the answer is a twelve-month lock, ask what the agency is protecting. Sometimes the reason is legitimate, such as heavy upfront launch work, in which case negotiate a defined initial period rather than an open-ended term. Check the billing rhythm too, since ours has the first invoice covering the first and last month upfront, and you should know that before it arrives.
Data and account ownership. The gate: you keep the Seller Central account, the advertising history, the brand registry entry, and the creative, and the agency works through granted user permissions you can revoke at any moment. Add a clause stating that deliverables become your property on full payment, and that a written handover is provided on exit. Ask specifically what the handover contains. Campaign structures, image source files, keyword research, and supplier documentation are the four items sellers most often discover are missing after they have already given notice.
Scope, written as deliverables. The gate: every included item has a frequency attached. Not "PPC management" but campaign review weekly, negative keyword pass weekly, structural review monthly. Not "reporting" but a written update every week and a live review every two weeks, which is our cadence. Then add the sentence that prevents most disputes: what happens when you ask for something outside the list, who approves it, and at what rate. An agency that includes everything at every tier, as we do across more than 50 services, has a simpler version of this conversation, but you should still get the frequencies in writing.
Supplier and sourcing relationships. The gate: supplier contacts, tooling, molds, quality control records, and factory pricing belong to you, in writing, regardless of who introduced them. This is the clause that gets skipped and it is the most expensive one to lose. Our sourcing runs through an in-house studio in Guangzhou using frameworks built across more than 500 brands, and the relationships that come out of that work are the client's. Ask any candidate the same question and be direct about it: if I leave next quarter, do I keep my factory, my tooling, and my inspection history?
Price and commercial terms. Now negotiate the number. The gate: the fee is separated from pass-through costs, there is no commission or percentage of advertising spend hidden in it, and any performance element is capped and defined. Ours is a flat monthly fee tiered by product count with no onboarding fee. If you have won a short notice period and full ownership in stages one to four, paying slightly more here is a good trade.
The two clauses to read twice
Non-compete and non-solicit are not the same thing and they should not be treated the same way. A non-compete on you, the client, restricting what you may sell or where, has no place in a management agreement. Ours places none on the client.
A non-solicit protecting the agency's staff is reasonable, and ours runs 36 months on hiring our people. Read the scope of any such clause carefully. Protecting employees from being poached is normal. A clause that also restricts you from hiring anyone who ever worked on your account, including former staff, is not, and it is negotiable.
What most agencies will not tell you
Contracts are drafted by the party that has done this a hundred times, and the asymmetry shows in the defaults. Auto-renewal, ownership of work product, and the definition of confidential information are usually written in the agency's favor, not because anyone is acting badly but because nobody pushed back on the template.
The thing that goes unsaid is that a short notice period is the strongest quality signal available to you, and it costs the agency nothing to offer if the work is good. We run month to month because a client who could leave in 30 days and does not is the only performance review that matters. If a candidate resists on the notice period harder than on the price, you have learned something more useful than anything in their deck.
Apply that to us as well. Ask for the handover list, the supplier ownership clause, and the notice period in writing before you sign, and if the answers are worse than someone else's, hire them instead.
Related answers
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- Month to month vs annual Amazon contracts
- What’s a fair revenue split for Amazon sellers
- Hiring an Amazon agency: the complete guide
Our standard terms are published rather than negotiated behind a call, at Flapen.
