seller
- What changed
- The clauses a brand should check in an Amazon agency agreement
- When
- Updated October 2026
- Who it affects
- Brand owners and sellers signing or renewing an Amazon agency contract
- What to do
- Review scope, fees, ownership, access and exit terms with a lawyer before signing
Key takeaways
- Define scope, KPIs, fees and the revenue a percentage fee covers in writing.
- The brand should own the accounts, data and paid for creative, with agency access through user permissions.
- A clear notice period and offboarding clause make leaving clean; have a lawyer review the contract, as this is not legal advice.
Agency contract checklist
- Scope of work by channel and task
- KPIs and reporting with exports
- Term, notice and termination
- Fee model and revenue definition
- Brand owns accounts and data
- Access via user permissions only
- Creative ownership and source files
- Confidentiality and offboarding plan
Why Amazon agency contract terms matter
An Amazon agency works inside your selling account, your advertising account and your brand assets. The contract is what decides who controls those assets, what you pay for, and how cleanly you can leave. Most agency disputes come from things the contract did not say rather than things it did.
Before you get to the contract, it helps to know how to choose an Amazon agency and which questions to ask an Amazon PPC agency on the first call. This page assumes you have a shortlist and a draft agreement in front of you.
This guide is not legal advice. Laws differ by country and state, and a lawyer who reviews your actual agreement is the right person to confirm what it means for your business.
Scope of work: what exactly is included
The scope should list the services by channel and task, not just say "Amazon management". Name the marketplaces, the ad types and the operational work, and say what is out of scope so extra work is quoted before it starts.
- Marketplaces covered, for example US, Canada or EU stores
- Advertising: Sponsored Products, Sponsored Brands, Sponsored Display, DSP
- Listings, A+ Content and Brand Store work, and how many ASINs
- Inventory, reimbursements and account health tasks
- Meeting cadence, response times and named contacts
- How out of scope requests are priced and approved
KPIs and reporting
Agree on a small set of KPIs that match your goals, such as ad spend, ACoS, TACoS, total sales and profit after fees, and how often they are reported. Avoid guaranteed rankings or sales numbers: nobody controls Amazon's algorithm, and a guarantee can push an agency toward risky tactics.
The contract should also say that reports can be checked against Seller Central and the Amazon Ads console, and that you receive exports, not only slides.
Term, notice period and termination
Check the initial term, whether it renews automatically, the notice period to cancel, and any early termination fee. A short initial term with a clear notice period gives the agency time to do the work while keeping you free to leave.
Look for termination rights if agreed service levels are missed, and make sure fees stop at the end of the notice period rather than continuing on sales after you leave.
- Initial term and whether it auto renews
- Notice period in days, and how notice must be given
- Early termination fees, if any
- Termination for cause or missed service levels
- When the final invoice is calculated
Fees: flat, percentage of sales or hybrid
Most agencies charge a flat monthly retainer, a percentage of sales or ad spend, or a hybrid of a base fee plus a percentage. Each model can work. What matters is that the contract defines it precisely, so there are no surprises on the invoice.
For percentage models, define the revenue the fee applies to: advertising attributed sales only, or all sales, and whether there is a baseline. Compare typical models in our Amazon agency pricing guide and our breakdown of what an Amazon agency costs.
- Setup or onboarding fee, if any
- Retainer amount and billing date
- Percentage rate, revenue definition and baseline
- Whether ad spend is paid by you directly to Amazon
- Price changes and how much notice is given
Agency fee models compared
| Flat retainer | Percent of sales | Hybrid | |
|---|---|---|---|
| Cost predictability | High | Varies with sales | Medium |
| Tied to growth | Partly | ||
| Key clause to check | Scope limits | Revenue definition | Base plus rate |
Account and data ownership
The contract should state that the brand owns the Seller Central account, the Amazon Ads account, Brand Registry, all listings and all data, including campaign history, search term reports and reports the agency produces for you. Campaigns should be built in your own ad account, not one the agency controls, so the history stays with you if you leave.
Add that the agency will not register accounts, trademarks or Brand Registry in its own name on your behalf.
User permissions and access
Amazon tells sellers not to share their password and to use User Permissions instead. In Seller Central, external agencies can be invited with only the permissions they need. In Amazon Ads, you can invite individual users with roles such as Editor or Viewer, or approve a link from the agency's Manager Account, which lets an agency work across advertisers without your login. Our guide to Amazon Seller Central user permissions shows how to set this up.
The contract can require named users, least privilege access, and removal of all access within an agreed number of days after the contract ends.
Creative and intellectual property
Images, videos, A+ Content, copy and Brand Store designs are often made by the agency. The contract should say who owns them once you pay. Many brands ask for a written assignment of rights in all creative made for them, plus delivery of the source files. Ask your lawyer how this works where you are, because ownership rules for commissioned work vary by jurisdiction.
Also check whether the agency may show your work in its portfolio, and whether stock images, fonts or music it uses are licensed for your use.
Confidentiality and data protection
The agency will see your sales, margins, costs and customer data. A confidentiality clause should cover all of it, last beyond the end of the contract, and limit use to providing the services. If the agency uses third party tools or AI platforms, ask which ones and how your data is stored.
Offboarding: how the relationship ends
A clear offboarding clause protects both sides. It should list what the agency hands over and by when, and confirm that access is removed and campaigns keep running while you transition.
- Export of campaigns, reports and change logs
- Handover of creative source files and logins to tools you pay for
- No pausing or deleting campaigns during notice
- Removal of agency users and Manager Account links
- Return or deletion of your confidential data
How PPC Spider structures its agreements
PPC Spider works on accounts the brand owns, through user permissions, and campaigns stay in the brand's own Amazon Ads account. Pricing is published: PPC plans start at $995 per month and full-service Amazon account management starts at $1,950 per month. Our SpiderOS platform monitors bids, budgets, search terms and stock, and target ACoS is set from product margin after fees. Want an outside view of your account first? Request a free Amazon audit.
Sources
- Amazon Seller Forums: User Permissions Guide for Amazon Sellers (sellercentral-europe.amazon.com/seller-forums/discussions/t/c63f8fc4-c813-4ba2-a864-ff4eef117223)
- Amazon Ads: Setup a customized account structure by linking Manager accounts (advertising.amazon.com/resources/whats-new/nested-manager-accounts)
- Leadsie: How to Give Access to Amazon Ads, 2026 (leadsie.com/blog/give-amazon-ads-access)
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