White-label agreements explained: NDAs, non-solicitation, IP and paid pilots

A white-label agreement protects an agency that resells a partner's work. An NDA covers client data, a non-solicitation clause stops the partner approaching your clients, an IP clause transfers ownership of code and creative on payment, and an unbranded-delivery clause keeps the partner invisible. A paid pilot under the same terms tests the relationship first. This is general information, not legal advice.

What is a white-label agreement?

A white-label agreement is the contract between an agency and the partner that produces work the agency resells under its own brand. It usually takes three parts: a non-disclosure agreement signed before any brief is shared, a master services agreement that sets the rules for the whole relationship, and a statement of work (SOW) for each project or retainer.

This article is general information, not legal advice. Contract law differs between US states, England and Wales, Scotland and India, and the right wording depends on your business and your clients' contracts. Have a lawyer in your jurisdiction draft or review your agreement.

The clauses below are the ones agencies ask about most, in roughly the order they come up when a new partner is onboarded. For how the work itself runs, see white-label agency services explained.

What should an NDA cover before you share a client brief?

An NDA should cover everything you share about your clients, your pricing and your methods, bind everyone at the partner who sees it, and last beyond the end of the relationship.

• What counts as confidential. Client identities, client data, briefs, strategies, pricing, account access, results and your internal processes. A broad definition with the usual exclusions (information that is already public, or that the partner developed independently) is normal.
• Mutual or one-way. A mutual NDA is common and fair, because the partner shares its own methods and pricing with you too, and partners sign it more readily.
• Who is bound. The partner's employees and any approved contractors, under obligations at least as strict as the NDA itself.
• Permitted use. The information may be used only to deliver the work you commission.
• Duration. A set period after the relationship ends, and longer, often indefinitely, for trade secrets and personal data.
• Return or deletion. Files, credentials and data returned or destroyed when the work ends, with written confirmation on request.

Sign it before the first call where client names come up, not after the proposal arrives.

What does a non-solicitation clause protect?

A non-solicitation clause stops the partner from approaching your clients to offer them work directly, during the relationship and for an agreed period after it. It is the core protection in any white-label arrangement, because the partner learns exactly who your clients are and what they buy.

• Client non-solicitation. The partner will not solicit clients it was introduced to through you. Decide whether the clause also covers accepting work from those clients, which deals with the case where the client approaches the partner directly.
• Employee non-solicitation. Neither side recruits the other's staff without consent. This is usually mutual.
• Scope and duration. Limit the clause to clients the partner actually worked on or learned about, for a reasonable period. Very broad clauses are harder to enforce in many jurisdictions.
• A non-compete is different. A non-compete would stop the partner serving other agencies or a whole market. Most white-label partners will not sign one, and non-competes face tighter legal limits in many places, so non-solicitation is the realistic protection.

Back the clause up operationally: all client communication goes through your channels, and the partner never appears in front of your client under its own name.

Who owns the work: code, creative, data and accounts?

You, or your client, should own the finished work once it is paid for, and every account should be held in your client's or your agency's name, never the partner's.

• IP assignment. Copyright in code, designs, copy and video transfers to you on payment of the relevant invoice. For UK contracts, ask the partner to waive moral rights where the law allows.
• Pre-existing tools. Partners often reuse their own snippets, templates or frameworks. The agreement should give you, and your client, a perpetual license to use anything of this kind that is embedded in the deliverables.
• Third-party assets. Fonts, stock images, music and paid apps or plugins carry their own licenses. Record who bought each license and in whose name, especially music in reels and ads, which is often licensed per platform or per use.
• Open-source code. Fine to use, but the partner should not include code under licenses that conflict with how your client will use the product.
• Accounts. Ad accounts, Shopify stores, domains, hosting, analytics, app store listings and social profiles stay in the client's or the agency's name; the partner gets staff or partner access that can be removed at any time.
• Personal data. If the partner will process personal data of UK or EU customers, add a data processing agreement aligned with UK GDPR or GDPR, including how international transfers are handled.

How should the agreement handle unbranded delivery and client contact?

Spell out that the partner's name never appears in deliverables, and that all client communication goes through the agency unless you approve otherwise in writing.

• No partner logos, credits, footer links, watermarks, file metadata or code comments that name the partner.
• No use of the work, or the client's name, in the partner's portfolio, case studies or social media without written permission.
• All communication through agency channels. If the partner joins client calls, they do so as part of the agency team, using agency email addresses.
• Reports, documentation and handover files produced in the agency's templates.
• A rule for anything the partner notices that the client should know, such as a bug, a policy problem or a missed opportunity: it goes to the agency first, and the agency decides how to raise it.

These terms matter as much for the partner as for you: clear rules mean the partner never has to guess what is allowed when a client asks a question directly.

Which payment, liability and termination terms matter most?

The commercial terms behind most disputes are payment timing, change requests and what happens at the end, so make each of them specific.

• Payment terms. Currency, invoice schedule (retainers in advance, projects by milestone), accepted payment methods, due dates and who carries bank or processor fees.
• Change requests. How out-of-scope work is quoted and approved before it starts, so neither side is surprised by an invoice.
• Acceptance. How deliverables are reviewed and accepted, and how many revision rounds are included.
• Warranty and support. A bug-fix window after launch for development work.
• Liability. A cap on each side's liability, usually linked to fees paid, with carve-outs such as confidentiality breaches.
• Termination. Notice period, what is paid for work in progress, and a full handover of files, credentials and documentation.
• Governing law and disputes. Which country's or state's law applies, and how disagreements are resolved, for example negotiation first, then mediation, arbitration or the courts.

Line these terms up with what you promised your own client. If your client contract includes a warranty period or a notice period, the partner's should be at least as long, or the gap becomes your risk.

How does a paid pilot fit into a white-label agreement?

A paid pilot is a small, fixed-fee piece of real work done under the same NDA and non-solicitation terms as a full engagement, so both sides can test quality and communication before a retainer is signed.

• Scope it as its own short SOW: one landing page or Shopify section, one month of ads on a single account, a batch of video edits, or a two-week development sprint.
• Write the acceptance criteria before work starts: match to the brief, number of revision rounds, deadlines and response times.
• Agree what happens next. If the pilot passes, the retainer starts on terms you have already agreed; if not, both sides part ways with the work paid for and owned by you.
• Use the pilot to test the process as well as the output: how the partner asks about the brief, handles feedback, and manages files and access.

Avoid unpaid test tasks. Paying for the pilot gets you the partner's real team and process, and it makes ownership of the output clear.

What checklist should you use before signing a white-label partner?

Use a one-page checklist so every partner is held to the same standard before any client work changes hands.

gaa-tha's terms for agencies follow this list: we sign an NDA before the brief, deliver fully unbranded work with no contact with your client unless you ask us to, agree not to solicit your clients, and start every agency relationship with a paid pilot. We work full US business hours and UK business hours and invoice for payment by international bank wire (SWIFT), PayPal or card via Stripe. See white-label agency partner, the wider guide to outsourcing digital marketing to India, or get in touch.

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