How do I review a digital marketing agency’s client retainers before buying?
Ask for a schedule listing each client, what the monthly arrangement covers, how long they have been with the agency, how it can be ended and how reliably they pay. Then read the actual agreements and see how much of the income depends on a few large clients.
Retainers are the heart of an agency’s income, so read them closely. Build a table from the agreements: client, services covered, the monthly amount, start date, notice needed to leave, and any promises about results. Check each against the invoices and the bank deposits to confirm that what is on paper is what is being paid.
Look at concentration. If a few clients carry most of the income, losing one changes the whole picture. Look at how long clients have stayed, and whether the agreements are with the agency or with one person who might leave. Ask about unpaid invoices, discounts that were quietly given, and work done outside the scope of the agreement. Ask whether any client has asked for a lower amount or paused the work.
Check the hours behind the money. Compare what each retainer brings in with how much staff time it takes. A client who pays well but needs constant attention may be less attractive than one who pays slightly less and rarely calls. Ask your lawyer whether the agreements move to a buyer on their own terms, and your accountant to look at the revenue records and any receivables.
Key takeaways
- Build a client table from the signed agreements and match it to the bank.
- Measure how much income rests on the largest clients.
- Compare each retainer’s income with the staff time behind it.
Related reading
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Due diligence
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Selling
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Sources
This answer is checked against primary sources. Links were last confirmed on the dates shown.
- 01Business Development Bank of CanadaGovernmentHow to conduct due diligence when buying a business
- 02Business Development Bank of CanadaGovernmentWhat are the steps to buying a business?
- 03Business Development Bank of CanadaGovernmentHow to minimize negotiations when selling your business
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