What a Proposal Actually Is
The first thing to understand about any agency proposal is who wrote it and why. A proposal isn't a plan for your account. It's a pitch document built by a business development team to get you to sign a contract. The people who put it together are usually not the people who'll manage your campaigns. And the incentive behind every word choice is getting you to say yes, not giving you an honest picture of what you're buying.
That's not cynicism. It's just how agency economics work. The sales team has a quota. They've got a standard deck that closes at a predictable rate. Your situation gets bolted onto that deck with a few name swaps and a budget projection that always trends upward. We've seen the exact same "custom strategy" sent to a SaaS company and a local retailer in the same week, with identical language and slightly different numbers.
None of that means the agency is bad. It means you need a different frame for reading the proposal. Stop reading it as a plan for what'll happen. Start reading it as a set of commitments you can hold them to, and a list of things they conspicuously didn't commit to.
Before you read a single word of a proposal, ask yourself one question. Does this document tell you who will actually manage your account, or does it just describe a team? If it's the latter, you already have your most important follow-up question written.
What the Standard Proposal Buries
Most proposals maximize surface area and minimize specificity on the things that actually matter. Here's what gets hidden and where it usually lives.
Fee structure and what triggers increases
The most consequential line in any proposal is how fees are calculated. Most agencies charge a percentage of your ad spend, typically somewhere between 10% and 20%. That number usually sits in the middle of the document, surrounded by enough language about "ongoing optimization" and "performance management" that it barely registers as the structural conflict it actually is.
The problem isn't the percentage itself. It's what it creates. If an agency earns more when you spend more, they have a financial reason to push for higher budgets regardless of whether those budgets are actually working for you. We've written about this dynamic in detail in our post on what Google Ads management actually costs and why the pricing model matters more than the rate.
Look specifically for language like "minimum fee" buried in the fine print. Plenty of proposals show a percentage rate but include a floor, meaning you're paying whichever is higher regardless of how the account performs. Watch for any mention that fees "adjust" or "scale" with budget too. Model that out at your actual spend level, not at whatever number they used in the proposal.
At $50,000/month in ad spend, that's $5,000 to $10,000 in management fees with no performance requirement attached. The agency gets paid at the same rate whether your ROAS is 8x or 1.5x.
Who specifically manages your account
Every proposal has some version of "our team of experts" or "your dedicated account team." What almost none of them tell you is who that person actually is, what their experience level looks like, and how many accounts they're currently running alongside yours.
This is the thing we hear about most from clients switching to us from larger shops. They had a strong sales call with a senior strategist who clearly knew their stuff. Then onboarding happened and that person disappeared. The day-to-day work shifted to an associate with 18 months of experience managing 20 accounts simultaneously. Nothing in the proposal mentioned that this was the model.
According to IAB research on digital agency staffing, account-to-manager ratios at mid-to-large agencies often exceed 15 to 1. That's not a niche problem. It's a structural one, and it almost never appears in a proposal unprompted.
Account ownership and data access
This is genuinely buried. Most proposals don't mention it at all. Who owns the ad accounts? Who controls the Google Ads MCC, the Meta Business Manager, the pixels and audiences you've been building?
If the agency created those accounts under their own umbrella and added you as a user, you don't own them. When you leave, you might get a data export, but you'll lose the account history, the audiences, the conversion tracking setup, and potentially years of learning that makes the campaigns function. This isn't theoretical. It happens constantly, and it's one of the primary reasons clients stay with agencies they'd otherwise have moved on from months earlier.
The fix is simple. Insist the accounts are created in your name before any campaign goes live. You add the agency as an admin, not the other way around. But you have to ask for it, because no one volunteers it in the proposal.
The One Question to Ask Before You Sign
Ask this verbatim. "Who will own the Google Ads account, and what access do I retain if I end the relationship?" If the answer is anything other than "you own it and we're added as an admin," push back or walk away.
Reporting and what it actually shows
Proposals almost always promise "transparent reporting" and "regular performance reviews." What they rarely specify is what the reports actually contain, at what level of detail, and whether there's enough data for you to independently evaluate what the agency is doing.
A report that shows impressions, clicks, and a ROAS number isn't transparency. Transparency means campaign-level spend breakdowns, search term reports, auction insights, quality score trends, and the ability to access the account yourself at any time. Per Google's own account access guidelines, advertisers have a right to full visibility into their account data. But plenty of agencies hand you a branded PDF with a chart showing "performance improved" while keeping you out of the actual interface.
Ask to see a sample report from an existing client before you sign. Redacted is fine. You're looking for depth, not specifics. If they can't or won't show you one, that's your answer.
Red Flags in the Proposal Itself
Some things in proposals should stop you cold. These aren't nuances worth negotiating. They're structural problems that don't tend to improve after you sign.
- Deliverables listed as bullet points with no specifics about what triggers them or how they're measured
- Fees described as a percentage without any modeling at your actual budget level
- No mention of who specifically manages the account, only generic "team" language
- Performance claims or projections with no methodology, no account context, and no stated time period
- Contract terms requiring 60 or 90 days' notice to cancel, particularly when paired with auto-renewal clauses
- Vague or absent language about IP and data ownership
- "Proprietary technology" claims that can't be explained or verified
- Case studies showing dramatic results without any mention of starting conditions, time period, or spend level
That last one deserves extra attention. We've seen proposals show 400% ROAS improvement without disclosing that the account had broken conversion tracking when the agency took it over. Fixing attribution looks like a performance gain. It isn't. That kind of selective framing is worth probing directly.
What to Ask For That They Won't Volunteer
The proposal tells you what the agency wants you to know. The follow-up conversation is where you find out what you actually need to know. Here's what to ask for directly.
The name of the person managing your account
Ask for a name. Not a team or a function. A name, their current account load, and their experience level. If the person who'll run your account has fewer than three years of relevant experience and is currently managing more than 15 accounts, you know what you're buying.
A real accounting of total fees at your budget
Take your actual monthly ad spend and run the math at their stated rate. Then ask explicitly whether there's a minimum fee, whether rates change at certain spend thresholds, and whether there are additional fees for creative, landing pages, reporting tools, or platform access. That last question often has a yes buried in it, and it rarely appears in the proposal.
| Fee Model | How It's Calculated | Conflict of Interest | What to Watch For |
|---|---|---|---|
| Percentage of Spend | 10–20% of monthly ad budget | High | Minimums, tiered rates, spend recommendations not tied to performance |
| Flat Monthly Fee | Fixed regardless of spend volume | None | Scope creep, channel limits, contract exit terms |
| Performance-Based | Fee tied to a specific outcome (leads, revenue) | Low | How the metric is defined, attribution model used, baseline period |
| Hybrid (% + Flat) | Minimum flat fee plus a percentage above a threshold | Medium-High | Whether the minimum is effectively your rate at your budget level |
Account ownership in writing
Ask to see the contract language around account ownership before agreeing to anything. You want confirmation that ad accounts are created in your name, the agency is added as an admin-level manager, and you retain full access and ownership if the relationship ends. If they push back, treat that as data.
A sample report from an existing client
Redacted is fine. You're looking for the depth of the data, not client specifics. Can you see campaign-level spend? Keyword-level performance? Spend broken down by channel and match type? If the sample report is a one-page PDF with a branded chart and a ROAS number, that's what your Monday morning emails will look like too.
The exact contract exit terms
How much notice is required? Is there an auto-renewal clause? Are there penalties or fees for early exit? What happens to the accounts, assets, and campaign history when you leave? Any agency worth working with answers these without hesitation. Read more about specific clauses to watch for in our post on marketing agency contract red flags.
Vetting agencies right now? We'll walk you through how our proposal compares, line by line, and answer every question on this list without hesitation.
Talk to UsWhat a Good Proposal Actually Looks Like
Not every proposal is a trap. The ones worth taking seriously tend to share the same characteristics.
- Names a specific person as your account manager with their background and current workload stated clearly
- Spells out the fee structure with no ambiguity, including what happens at different budget levels
- States clearly that accounts are created in your name and you retain full ownership
- Describes reporting at a specific level of detail, not just "regular performance reviews"
- Asks real questions about your business before making recommendations, or explains when those questions will be answered
- Has reasonable exit terms, ideally 30 days notice with no penalty and no auto-renewal without explicit agreement
- Doesn't promise specific performance outcomes before seeing the account
That last point is actually a green flag. Agencies that promise 300% ROAS improvements before they've seen your account structure, historical data, or competitive landscape are guessing. Agencies that say "we'll audit first and share realistic projections within 30 days" are being honest about how this actually works.
The question that reveals the most
After you've read the proposal and run through the follow-up questions, there's one more worth asking before you decide. Ask them how they'd handle a campaign that isn't performing after 60 days. Listen for whether they have a specific diagnostic process or whether they give you a generic answer about "ongoing optimization." That gap tells you whether they're actually managing your account or just running it.
You can also cross-reference what agencies commit to in proposals against what Google Ads management best practices actually call for. The gap is usually instructive. And if you're still figuring out what patterns to look for before the proposal stage, our post on Google Ads agency red flags covers what we see most often in accounts that come to us after a bad experience.
The Short Version
Proposals are written by salespeople. You need to evaluate them like contracts, because that's exactly what they turn into. The three things most proposals won't tell you are who's actually managing your account, what happens to your data when you leave, and what the fee structure does to the agency's incentives. Ask about all three before you sign anything.
The agencies worth working with will answer without hesitation. The ones that hedge, redirect, or tell you "we'll sort that out during onboarding" are signaling something. Trust that signal.