PR agency MSA & contract checklist.

1. Named-team clause — Specifies the exact senior operators assigned to your account by name, and requires client written consent to replace any of them. Kills the bait-and-switch where the SVP who pitched vanishes after the win.

2. Termination for convenience — Month-to-month or 30–90 day termination without cause. Not 12-month lock-in with a 90-day notice window that requires you to serve termination in month 9 to exit in month 12.

3. Work-product & IP ownership — All deliverables — pitches, drafts, decks, media lists built for you, strategy documents — are work-for-hire and vest in the client on payment. The agency retains no residual license to reuse your positioning with a competitor.

4. Data & media-list ownership — Media lists, journalist notes, engagement data, and CRM data related to your program are the client's property, delivered on termination in a machine-readable format within 15 days.

5. No-conflict clause — Names your top 3–5 competitors by name and prohibits the agency from taking a paying engagement with any of them for the term plus 6 months. Do not accept vague 'reasonable steps' language.

6. GEO / AI-citation tracking clause — Requires monthly LLM citation reporting across named engines (ChatGPT, Perplexity, Google AI Overviews, Gemini, Claude). Defines the methodology. Preserves the client's right to audit the raw prompt-and-response data.

7. Byline & authorship rights — Client executives own the bylines authored under the engagement. The agency does not publish ghost-written content on the executive's behalf without prior written approval and gets no residual publishing right.

8. Expense pass-through cap — Any pass-through expenses (travel, wire distribution, media-monitoring subscriptions) are capped at a stated monthly amount, itemized in advance, and require pre-approval above $500. Prevents the mid-year surprise invoice.

9. Confidentiality that survives termination — Standard NDA obligations survive termination for a stated period (typically 5 years). Applies to embargoed news, unannounced roadmap items, personnel matters, and any board-level material shared.

10. Indemnification for third-party claims — The agency indemnifies the client for any third-party claim arising from the agency's negligent acts, IP infringement, or breach of confidentiality. Standard corporate indemnity language, mutual where applicable.

11. Crisis-response SLA — Names the crisis lead. Guarantees a stated response time (typically 2 hours, 24/7/365). Defines what triggers crisis mode. Specifies out-of-scope hourly rate if a full crisis retainer is not in place.

12. Audit right on hours & activity — Client may audit hours worked, activities performed, and outputs delivered against the retainer once per quarter with 10 business days notice. Prevents opacity on where retainer dollars actually go.

13. Scope-change process — Any scope change above a stated threshold (e.g., 10% of monthly fee) requires a written change order signed by both parties before work begins. No 'we'll bill it later' surprises.

14. Publicity & case-study rights — The agency may not publicly claim your logo, name, results, or case study without prior written approval on each specific use. This is the clause that keeps you out of a competitor's next pitch deck.