Agencies Lose the Account Before the Licence Expires. Name the Client Before You License HTML5 Games.

Before you license HTML5 games for a client campaign, settle whose name goes on the agreement — the agency's or the client's. That single line outlives the relationship.

It is the least interesting clause in the document and the one that decides what happens in year three. An agency licences a batch of games for a retail client's summer promotion. The agreement is signed by the agency, because the agency was on the call and the client's legal team takes six weeks. The campaign runs, it works, it runs again the following year. Then the account goes to review, the client moves, and somebody has to answer a question nobody asked at the start: who is the licensee here, and what does the other party get to keep?

This goes wrong in both directions — agencies that cannot hand over the games a two-year programme was built around, clients who walk off with builds the agency is still contractually liable for. Both are avoidable with about ten minutes of drafting.

📉 Two Credible Sources Disagree About How Long You Have

Work out the odds before you pick a licence term, because the published numbers point in opposite directions and both are real.

The optimistic read comes from the ANA and 4As. Their Client-Agency Relationship Tenure Report, published on 29 April 2025, found that average client-agency tenure has more than doubled since 2016 and now stands at roughly seven years. Underneath that headline the spread is wide. Full-service agencies averaged 7.3 years and media-only agencies 3.7 years among their top clients. Independent agencies averaged 7.3 years against 5.8 for holding-company agencies. And the practice that moved the number most was the client's own review policy: marketers with no mandatory review period averaged 8.1 years, while those running mandatory reviews came in as low as 3.8.

The pessimistic read comes from COMvergence, whose Final 2025 Global New Business Barometer, published in March 2026, assessed more than 4,400 media account moves and retentions across 49 countries, covering 2,335 advertisers and $37.4bn in billings, down 4 percent on 2024. The overall retention rate across that activity was 21 percent — the lowest in eight years.

Those two findings are not in conflict; they count different populations. Tenure surveys measure all relationships, including the quiet ones nobody reviews. COMvergence measures accounts that went into a process. If your client never puts the account out, you may well get seven years. If they run mandatory reviews, your planning horizon is closer to four — and once it goes to pitch, the incumbent is the underdog.

There is a third exit that is not a pitch at all. The most recent public ANA figure on in-housing, from its 2023 study reported by Marketing Dive, put 82 percent of ANA member marketers as operating an in-house agency, up from 78 percent in 2018 and 58 percent in 2013. Work does not only move between agencies. It moves inside.

So: a three-year catalogue licence signed in the agency's name is a bet that the relationship outlasts the term. Sometimes that is a good bet. It should still be a conscious one.

🖊️ Three Ways the Paper Can Be Signed

There are only three sensible structures, and agencies routinely end up in one of them by accident rather than by choice.

The agency signs as principal

The agency is the licensee. It owes the fees, it carries the liability, it holds the rights, and it recharges the client. This is the fastest route and the one most agencies default to, because it needs one signature and no client legal review. The cost is that the rights sit with the agency, so when the account moves, the client cannot take the games with them unless the agreement lets the agency assign. It also means the agency is the one exposed if the client stops paying and the licence term has another eighteen months to run.

The agency signs as agent for a disclosed client

The contracting party is the client; the agency signs on their authority and is named as the operating party. Slower to set up, cleaner at the end. The rights are the client's from day one, the agency has the operational permissions it needs (hosting, domains, build access, reporting), and when the relationship ends the licence simply stays where it always was. This is how most agencies already handle media buys and talent, and it is the structure I would default to for anything running longer than a single campaign flight.

The client signs directly and the agency operates

Two documents: the licence between client and licensor, and the agency's own SOW covering delivery. Slowest and most robust. Worth it when the games programme is a standing asset — a loyalty portal, a permanent games hub, a set of games built for marketing campaigns that recur every quarter — rather than a one-off burst.

The failure mode is not choosing any of these. It is signing as principal while everyone in the room privately assumes the client owns the result.

🧾 "Licensee" and "Client" Are Two Different Defined Terms

Here is the trap that catches agencies specifically. You sign a catalogue licence in the agency's name and you assume you have bought a shelf you can pull from for any client. Read the permitted-use definition. In most agreements the grant is scoped to a named end client, a named campaign, a named set of domains, or all three. You have not bought a shelf. You have bought a shelf with one tenant.

That is not a licensor being difficult — it is how the pricing works, because a licence usable across an agency's whole client roster is a fundamentally larger grant than a licence for one brand's microsite. But it needs to be explicit, and the questions to ask are narrow:

• Is the permitted end client named, or is it "any client of the Licensee"?
• Can the client list be amended mid-term, and on what terms — free, a fee per addition, or a renegotiation?
• Do agency affiliates and sister companies in the same group count as the Licensee, or as separate parties?
• If the same game runs for two clients in the same year, is that one licence or two?
• Does the grant cover the agency's own marketing use — showreel, case study page, awards entries — after the campaign ends?

That last one gets forgotten every time. Agencies build a case study around work they no longer have the right to display.

🔀 The Assignment Clause Decides Whether Anything Moves

Almost every licence contains some version of "the Licensee shall not assign this agreement without the prior written consent of the Licensor, such consent not to be unreasonably withheld." That sentence sounds harmless. What it means in practice is that the transfer becomes a negotiation held at the worst possible moment: after the account has moved, when the agency has no commercial reason to be helpful and the licensor has no relationship with the incoming party.

Fix it in advance. Pre-agree the novation rather than the consent. Name the trigger — termination or expiry of the agency's services agreement with the named client — and name the mechanism: the licence novates to the client or a successor agency they nominate, on the same terms, for the remainder of the term, subject to the incoming party countersigning. Agree any administration fee up front. Then write down what travels with it, because a games licence is rarely the only thing in play:

• Hosting. If the builds sit on the agency's infrastructure, moving the licence does not move the files.
• Domains. A campaign domain registered by the agency is an asset in its own right, and sitelock restrictions in the licence are usually written against it.
• Analytics and ad accounts. Historic play data lives in a property somebody owns.
• Localised assets. Translations commissioned by the agency may be agency IP sitting on top of licensed builds.
• Any custom work. Reskins, branded wrappers and portal shells are separate deliverables with separate ownership.

🎪 You Cannot Pitch a Game You Have Not Licensed

The pitch is where agencies most often step over the line, usually with good intentions. Somebody wants a playable demo in the room, or a live link in the leave-behind, so a build gets dropped onto a pitch microsite. That microsite is a public domain, the deck gets forwarded, and the licence covering that use does not exist yet because the account has not been won.

Ask for evaluation rights explicitly. It is a normal part of the conversation. What to request:

• A time-boxed evaluation window — thirty or sixty days — with a defined start.
• Access on a sandbox or licensor-hosted domain rather than your own public one.
• Written permission to show the build to a named prospect under NDA, and whether screen recordings are allowed in a deck.
• Clarity on what happens if you win and what happens if you lose. Both need an answer.
• Whether the evaluation fee, if any, credits against the licence.

Related and equally overlooked: every domain change is a licence event. Pitch domain, staging domain, campaign domain, the client's own domain after they bring it in-house — if the build carries a sitelock, each of those is a separate authorisation. Collect them all at signature instead of raising a ticket four times.

⏳ Campaign Rights Expire on a Date. The Build Does Not Delete Itself.

Agencies already handle term-limited third-party material every day — stock imagery, library music, talent usage. A games licence behaves the same way and gets treated as though it does not, because a game feels like a thing that was built rather than a thing that was rented.

When a campaign licence expires, the files are still on a server somewhere, the client's social team is still linking to them, and the agency that signed as principal is the party in breach. The end-of-term obligations are usually one short paragraph, and they are worth reading closely: who takes the game down, from which properties, within how many days, and who confirms it in writing. Put that in the SOW as a deliverable with an owner and a date, the same way you would a final reporting deck. A calendar entry ninety days before expiry, listing every URL the build was ever deployed to, costs nothing.

🏰 A Branded Title Stacks Two Licences, and the Agency Is Named in Neither by Default

When there is a character or a franchise involved, there are two agreements above the work: the rights holder's IP licence and the game licence itself. The agency is frequently named in neither, and then discovers at approval stage that it has no standing to submit anything.

The consequences show up as delay rather than refusal. Approval submissions have to come from a party the rights holder recognises. Territory, term, media and age-rating permissions are set in the IP licence, not the game licence, and they are usually narrower than the campaign plan assumes. Style guides and compliance requirements — particularly for anything aimed at children — are conditions the build satisfies before it goes live, not after. Every one of those is a scheduling item. Add the approval loop to the timeline before you commit a launch date, and get the agency named as an approved submitting party in writing.

🚫 Five Ways Agencies Get Burned by This

• Signing as principal on a three-year term for a client on a one-year retainer. The liability outlives the revenue.
• Assuming a catalogue licence covers the whole roster. It usually names one client, and the second client's campaign is an unlicensed use.
• Leaving assignment to "reasonable consent". Reasonable is decided after the relationship has already broken down.
• Putting a build on a public pitch domain before anything is signed. A pitch is not a private conversation.
• Treating the expiry date as an admin task. Nobody takes it down, and the agency's name is on the agreement.

📋 Nine Questions to Settle Before the SOW Is Signed

1. Who is the named Licensee — the agency, the client, or the agency acting as disclosed agent?
2. Which end clients does the permitted use cover, and can that list be amended mid-term?
3. What is the exact trigger and mechanism for novating the licence if the account moves?
4. Which domains are authorised, including pitch, staging, campaign and client-owned?
5. Are evaluation and pitch rights granted, for how long, and on whose infrastructure?
6. Where do the build files live, and does moving the licence also move the files?
7. Can the agency use the work in showreels and case studies after the licence ends?
8. Who executes takedown at expiry, from which properties, and within how many days?
9. For branded titles, is the agency named as an approved party for submissions and approvals?

If a licensor cannot answer those in a single call, that is information too.

🎯 What You Get When You License HTML5 Games From a Direct Licensor

Working with a direct licensor rather than an intermediary shortens all of the above, because the party answering the naming and assignment questions is the party that can actually decide them. Forestry Games has operated since 2017 and licenses a catalogue of 1,049 titles, developing HTML5 games in-house alongside the licensed catalogue. A licence conversation covers HTML5 builds and Android APK builds together rather than as two procurement exercises, with source available where applicable, branding and reskin options, and a choice between licensor-hosted delivery and builds you host yourself.

For an agency, the practical value is that scope can be written to match how the work is actually structured: named end client, named campaign, named domains, with the novation route agreed at signature instead of at breakup. Tell the licensor whether you are signing as principal or as agent before the draft is written — it changes the document. You can license HTML5 games for a single flight or take a catalogue licence for a standing portal, and browse the catalogue to size what a client brief actually needs.

🧸 Licensing Branded Games for Campaigns, Portals and Events

Forestry Games works with branded IP and has brand partnerships including Disney, Nickelodeon, Cartoon Network and Warner Bros. Businesses and their agencies can license branded game content through Forestry Games for marketing campaigns, white-label portals, events and activations, and mobile apps. Branded titles carry the approval and compliance realities described above, so the naming and submission questions matter more, not less — raise them at the first scoping call rather than at the first approval submission.

Next step: ask for a licence scope drafted against your actual client structure, or request a portal demo if the programme is a standing asset rather than a campaign.

✅ Put the Client's Name in the Draft Before the Kickoff Call

Almost every problem in this post is a drafting problem, which makes it cheap to solve and expensive to leave. Decide the signing structure before the first scoping call, not after the quote arrives. If the licence term is longer than the retainer, either shorten the term or write the exit. If you are signing as principal, know that you are, and price the risk you are holding.

One thing to do this week, with no licensor involved: pull up every games licence your agency currently has live and write down four columns — named licensee, named end client, expiry date, assignment trigger. Most agencies cannot fill all four from memory. The ones that can never have this conversation at the wrong moment.