Write the protected geography in terms that can be checked later, such as named cities, counties, ZIP codes, a DMA, or a state. Avoid leaving the boundary to phrases such as local area or primary market.
Evaluation highlights
- Ask the provider to state the covered geography in the signed agreement.
- Record how remote service areas, satellite offices, and later geographic expansion will be treated.
Pros
- Makes the commercial restriction concrete enough for both sides to review.
- Reduces disputes about whether a nearby office or adjacent service area falls inside the reserved territory.
Cons
- A market definition that looks clear commercially can still require counsel to review its legal effect and interaction with the rest of the agreement.
List the practices included in exclusivity and identify excluded or adjacent sub-practices. A broad label such as litigation or injury can hide meaningful overlap if the parties do not define the service scope.
Evaluation highlights
- Name included practices and important exclusions rather than relying on category labels.
- Specify who approves scope changes when the firm launches or acquires another practice.
Pros
- Lets the firm compare the exclusivity promise with the work it actually wants to grow.
- Creates a clear process for adding a new practice without silently changing the commercial restriction.
Cons
- Practice labels can be interpreted differently, so final contract wording should be reviewed in the relevant jurisdiction.
Describe the issue as a commercial account-overlap restriction unless qualified counsel determines that another legal characterization applies. The contract should say what competing engagement the provider may or may not accept.
Evaluation highlights
- Ask what type of competing account would trigger the restriction.
- Have counsel review terminology that could be read as describing a professional conflict.
Pros
- Avoids turning a marketing preference into an unsupported legal conclusion.
- Keeps the decision focused on the provider's obligations, the firm's expectations, and reviewable contract language.
Cons
- The distinction between commercial restrictions and professional duties still requires qualified legal review where applicable.
State whether the restriction applies only to the named agency or also to affiliated brands, contractors, freelancers, referral partners, and white-label providers that may touch strategy or execution.
Evaluation highlights
- Ask for the delivery model and identify who can see strategy or client data.
- Document any approved exceptions before work begins instead of relying on informal assurances.
Pros
- Surfaces overlap that may be invisible if the provider outsources parts of delivery.
- Clarifies which organizations and people are bound by the same commercial restriction.
Cons
- A provider may not be able to bind every independent party in the same way, so the agreement needs workable definitions and controls.
Define the start point, the end point, and any post-termination restriction. Also address what happens during notice periods, pauses, renewals, nonpayment disputes, or a transition to another provider.
Evaluation highlights
- Tie the restriction to identifiable contract events rather than an open-ended promise.
- Clarify whether pending proposals or pre-existing accounts are exceptions.
Pros
- Prevents both sides from assuming the restriction lasts longer or shorter than the signed terms.
- Makes offboarding and replacement planning more predictable when the relationship ends.
Cons
- Long survival language can have commercial and legal implications that should be reviewed before signature.
Define how analytics, search data, content briefs, prompts, documents, reporting, research, and other account materials are separated from work performed for other clients.
Evaluation highlights
- Ask what information is account-specific and what the provider treats as reusable know-how.
- Document storage, sharing, retention, and deletion expectations separately from the market restriction.
Pros
- Turns a broad confidentiality expectation into operational questions that can be audited.
- Helps the firm identify where shared systems or reusable internal materials could create unintended cross-account exposure.
Cons
- Data separation is not created by an exclusivity label alone and may require separate security, confidentiality, and vendor-management terms.
List the roles that may access credentials, analytics, advertising accounts, content systems, call data, reporting, and other firm-controlled resources. Make removal of access part of staff changes and offboarding.
Evaluation highlights
- Use named roles or documented access classes rather than undefined internal access.
- Require prompt revocation when personnel, vendors, or the engagement changes.
Pros
- Gives the firm a practical control point beyond the agency's general exclusivity statement.
- Makes it easier to review whether subcontractors or unrelated teams can reach account information.
Cons
- Access rules require ongoing administration and do not replace broader security controls or legal obligations.
State whether firm data, drafts, prompts, transcripts, research, or performance information may be submitted to external tools, retained for training, or reused to support another client account.
Evaluation highlights
- Ask which tools can receive firm information and under what data settings.
- Separate permission to use a tool from permission to reuse the firm's material for another account.
Pros
- Makes modern data-reuse questions explicit instead of assuming exclusivity covers them.
- Lets the firm evaluate tool use separately from the provider's promise not to serve a direct competitor.
Cons
- Tool terms and data practices can change, so contractual language may need periodic review by the firm and counsel.
Decide how the provider will confirm that the exclusivity restriction is being followed and what happens if the commitment is breached. The agreement should make verification practical without requiring unsupported trust.
Evaluation highlights
- Ask how exceptions and potential overlaps will be disclosed and documented.
- Have counsel review termination rights, credits, notice, cure provisions, or other agreed remedies.
Pros
- Creates an accountability mechanism that can be reviewed during the engagement.
- Forces the parties to discuss consequences before a disputed overlap occurs.
Cons
- Verification rights and remedies can create legal and commercial consequences, so counsel should review the final language.
Assign responsibility for reviewing jurisdiction-sensitive claims, testimonials, comparisons, outcomes, and other regulated communications. An SEO provider can support the workflow, but the firm and qualified counsel should control legal approval.
Evaluation highlights
- Document who approves claims before publication and who can request corrections.
- Use the applicable jurisdiction's current rules and qualified reviewers rather than treating agency policy as legal clearance.
Pros
- Separates marketing execution from the professional review the law firm remains responsible for arranging.
- Creates a documented approval path for content that could raise jurisdiction-specific advertising issues.
Cons
- Review can slow publication when ownership, escalation, or turnaround expectations are not defined in advance.
Specify how the agreement changes when the firm expands geographically, adds a practice, combines with another firm, or acquires an office that overlaps with an existing agency client.
Evaluation highlights
- Require notice and a documented scope review when the firm's footprint changes.
- Define whether an unavailable expansion market affects only that market or the wider engagement.
Pros
- Prevents growth events from creating an undefined exclusivity dispute.
- Gives both sides a process for deciding whether expanded scope is available, excluded, or separately negotiated.
Cons
- Future expansion may create commercial conflicts that no current contract can resolve automatically.
Keep the signed policy, market definition, practice scope, approved exceptions, confirmations, access decisions, and later amendments in a record that the firm can review during renewals and vendor governance.
Evaluation highlights
- Store confirmations and amendments with the executed agreement.
- Review the record when scope, personnel, tools, markets, or delivery partners change.
Pros
- Preserves the evidence needed to compare the original promise with the operating relationship.
- Makes renewals easier because scope changes and exceptions are visible instead of scattered across conversations.
Cons
- A record is useful only if someone owns updates and reviews it when the engagement changes.
