Influencer marketing has become an essential part of many brands’ marketing strategies. However, without ironclad contracts, brands and agencies risk wasted budgets, noncompliant campaigns, and damaged reputations. As an experienced attorney in this space, I frequently assist clients in drafting and negotiating influencer contracts that protect all parties involved.

In this comprehensive guide, I’ll share key provisions to include, pitfalls to avoid, and tips to drive a hard bargain when drafting influencer marketing agreements.

There is also a free template at the end.

Defining the Agreement Upfront

Identifying the Parties

• Use legal entity names and addresses of all parties. Get entity formation documents if needed.
• Define relationship and roles – Brand, Agency, Influencer, etc.

For example:

“This Talent Services Agreement (“Agreement”) is made effective as of [DATE] (“Effective Date”) between BRAND ENTITY NAME AND ADDRESS and INFLUENCER ENTITY NAME AND ADDRESS. Company wishes to engage Influencer to advertise and promote Company’s products and services through social media.”

Type of Contract

• Common titles include “Influencer Agreement”, “Social Media Marketing Agreement”, “Talent Services Agreement”
• Consider purpose – one-off campaign vs. ongoing relationship

For example:

“This Agreement governs a three-month social media marketing campaign commencing on [DATE].”

Campaign Description

• Provide overview of campaign goals, platforms used, timeline, etc.
• Helps set clear expectations upfront

For example:

“Influencer agrees to create Instagram and TikTok posts and videos advertising and promoting Company’s [PRODUCT] line over a three-month campaign from [DATE] through [DATE].”

Exclusivity

• Specify any exclusivity requirements clearly
• Define carve-outs like “Exclusive in [CATEGORY] except for pre-existing brand relationships”

For example:

“During the Term, Influencer shall work exclusively with Company in the [CATEGORY] space and will not directly or indirectly promote or advertise any competing [CATEGORY] products or brands through written, audio, video, or other endorsements, sponsorships, affiliations, or associations except for Influencer’s pre-existing relationship with [BRAND].”

Payment Terms

• Overview payment amounts, schedules, procedures
• Define if deposits required, installment schedules, etc.

For example:

“As consideration for the services provided, Company shall pay Influencer a total fee of [AMOUNT] to be paid 50% upfront and 50% upon satisfactory completion of all deliverables.”

Term

• Specify exact duration
• Consider: Renewal provisions? Notice periods?

For example:

“This Agreement shall commence on [DATE] and continue in full force and effect until [DATE].”

Deliverables and Campaign Timelines

Clearly defining campaign deliverables and schedules is crucial for successful influencer marketing.

Content Specifications

• Types of content – photos, videos, IG stories, TikToks, etc.
• Length/size restrictions
• Topics, products, or angles to feature
• Hashtags, captions, mentions required

For example:

“Influencer shall create two (2) Instagram feed posts, three (3) Instagram story posts, and two (2) TikTok videos featuring Company’s [PRODUCT] and highlighting [KEY MESSAGES]. All posts must tag @companyhandle, use hashtag #companyhashtag, and mention Company prodcuts where appropriate.”

Content Schedule

• Specify posting date, time, and frequency
• Account for timezones if relevant
• Allow some flexibility but set parameters

For example:

“Posts shall be distributed on Mondays and Thursdays between 3-5pm Pacific Time during the Term.”

Submission and Approval Process

• Specify turnaround time for brand review
• Allow time for revisions if needed

For example:

“Influencer shall submit all content to Company for approval at least 48 hours prior to intended posting date. Company will review and provide any edits within 24 hours. Timelines may be compressed as reasonably agreed for time-sensitive posts.”

Usage Rights

• Where, how long, and in what contexts brand can use content
• Be as specific as possible

For example:

“Company shall have a non-exclusive, perpetual, worldwide license to republish, distribute, modify, and create derivative works from the content produced under this Agreement across its websites, social media accounts, advertising and marketing materials, and other Company-owned media, provided the content remains in context with Influencer’s original post.”

Exclusivity Windows

• Specify any periods influencer cannot work with competitors
• Typical is term duration plus 30-90 days

For example:

*”For a period beginning [DATE] and continuing 90 days after expiration/termination of this Agreement, Influencer shall not create any content featuring or promoting Company’s key competitors, defined as [COMPETITORS].

Compensation Structure

Payment sections often see the most negotiations. Approach thoughtfully.

Payment Amounts

• Overall fee, plus breakdown by deliverable/milestone
• Make payment schedules clear
• Consider performance bonuses

For example:

*”Influencer shall receive total compensation of $[X] for all content created and services performed under this Agreement, payable as follows:

1. $[X] upfront first payment due [DATE]
2. $[X] upon completion of first month deliverables
3. $[X] upon completion of all campaign deliverables and content to Company’s satisfaction by [DATE]”*

Payment Timelines

• Specify payment due dates
• Define whose responsibility payment is – brand, agency, etc.

For example:

“Company shall pay approved invoices from Influencer NET 30 days from invoice receipt. Late payments will accrue interest at 1.5% per month.”

Payment Procedures

• How will payment be made – wire, ACH, check, etc.
• Provide all necessary payment details and instructions

For example:

“Payment shall be made by electronic wire to the following account: [BANK INFO]. Influencer shall provide Company with an invoice specifying services rendered and [DELIVERABLES COMPLETED] prior to payment date.”

Usage Fees

• If brand wants to extend usage beyond original terms, define fees
• Specify notice periods and approvals required

For example:

“Company may continue using content for an additional [X MONTHS] by providing notice to Influencer at least 30 days prior to the end of the Term and paying an additional use fee of $[X].”

Expenses

• Specify provisions around travel, products, or other reimbursements
• Set limits, require pre-approvals, provide guidelines

For example:

“Company will reimburse Influencer for pre-approved travel expenses incurred in performing the services under this Agreement, including coach airfare, standard hotel rooms, and meals up to $[PER DIEM MAX] per day.”

Cancellation Fees

• If one party needs to cancel, define compensation still owed
• Typically prorated based on work performed

For example:

“If Company terminates the Agreement early, it shall pay Influencer all fees earned for content created prior to termination plus 50% of the remaining unpaid fees.”

Right to Renegotiate

• Allow flexibility to change direction or expand mid-campaign
• Define process for renegotiation, approvals required

For example:

“The parties may mutually agree to renegotiate the terms of this Agreement in good faith if Company desires to extend the campaign duration or expand the scope of deliverables. Any changes agreed to shall be reflected in a written amendment signed by both parties.”

Compliance Requirements

FTC truth-in-advertising regulations apply to influencer content. Include strong compliance provisions.

Disclosure Statements

• Require conspicuous disclosures about material brand connections
• Stipulate compliant wording like “#ad” or “Paid partnership with [BRAND]”

For example:

“Influencer shall clearly and conspicuously disclose its material connection to Company by including ‘#ad’ and ‘@company’ at the beginning of all social media posts published pursuant to this Agreement.”

Disclosure Language Approval

• Allow brand pre-approval of specific disclosure wording
• Ensure transparency to followers

For example:

“Influencer shall submit proposed disclosure language to Company in writing for approval prior to posting any content.”

Compliance With Laws

• General provision requiring adherence to all applicable laws
• Allows enforcement even if specific regulations change

For example:

“Influencer represents that Influencer is aware of applicable federal, state, and local laws, rules, and regulations regarding sponsored social media content and agrees to comply with all such requirements.”

Social Platform Guidelines

• Require reviewing and complying with any platform-specific rules
• Helps avoid takedowns or account restrictions

For example:

“Influencer shall familiarize itself with and adhere to all applicable terms of use, advertising guidelines, and other rules issued by the social media platforms it engages with for the campaign.”

Brand Pre-Approval

• Allow brand to review/approve content pre-posting to ensure compliance
• Builds in checkpoints to catch issues

For example:

“Company shall have the right to approve all content prior to posting on social media platforms to ensure adherence to applicable laws and regulations regarding sponsored content.”

Record Keeping

• Influencer must maintain records like captions, contracts, invoices to prove compliance
• Support during audits or investigations

For example:

“Influencer agrees to keep and maintain accurate records regarding specific disclosures made and contracts executed during the Term in order to comply with applicable sponsored content regulations.”

Audit Rights

• Allow brand to audit compliance any time
• Increases accountability

For example:

“Company reserves the right to periodically audit the social media content posted under this Agreement for compliance purposes.”

Indemnification

• Require influencer to cover costs if noncompliant

For example:

“Influencer shall indemnify, defend, and hold harmless Company for any fines, lawsuits, or claims arising from Influencer’s failure to comply with applicable laws and regulations.”

Representations and Warranties

Including key representations from the influencer improves protection.

Authority

• Influencer affirms they are authorized to enter into the agreement
• Ensures no conflicts with employment contracts or third parties

For example:

“Influencer has the full authority to enter into this Agreement and has obtained all necessary permissions from any employers, agents, or other contracting parties.”

Original Content

• Require content is influencer’s own work, not copied
• Helps avoid plagiarism issues

For example:

“Influencer represents that all content created under this Agreement shall be Influencer’s own original work and shall not be copied from others or pre-existing works.”

Approvals Obtained

• Warranty that influencer has necessary approvals
• Covers publicity waivers, location releases, etc.

For example:

“Influencer warrants that any necessary releases, permissions, or other approvals from third parties have been obtained to fulfill Influencer’s obligations under this Agreement.”

Compliance

• Broad representation that influencer will comply with relevant laws

For example:

“Influencer represents and warrants that Influencer shall comply with any and all applicable laws, regulations, and industry standards relating to the services provided under this Agreement.”

No Conflicts

• Confirm no existing contracts prohibit partnership
• Allows enforcement if conflicts surface

For example:

“Influencer represents and warrants that it is under no existing contract, agreement or understanding that would in any way restrict its ability to enter into this Agreement or perform the services contemplated.”

Social Stats

• Influencer represents current followers, engagement, etc.
• Allows brand to verify audience size and legitimacy

For example:

“Influencer represents that it currently has approximately [XXX,XXX] followers on Instagram, [XX%] engagement rate on TikTok posts, and [XX,XXX] average views on YouTube as of the Effective Date.”

Credits

• Require attaching brand handles and disclosures properly

For example:

“Influencer represents that it shall properly credit Company and tag Company’s social media handles in all posts under this Agreement.”

Public Statements

• Limit controversial or brand-damaging statements

For example:

“Influencer represents that it shall not make public statements during the Term that could be reasonably deemed inflammatory, obscene, or harmful to Company’s brand reputation and goodwill.”

Background Checks

• Allow vetting influencer’s reputation

For example:

“Company reserves the right to terminate this Agreement based on the results of a standard background check performed on Influencer by Company.”

Termination Clauses

Termination provisions allow ending the relationship if necessary.

Term and Termination

• Specify:
• Initial term length
• Renewal provisions
• Notice periods
• Termination rights

For example:

“This Agreement shall be effective for a term beginning [DATE] and ending [DATE] (“Initial Term”). The Agreement will automatically renew for successive one-month periods unless either party provides 30 days written notice of non-renewal. Company can terminate immediately if Influencer breaches any provision.”

Immediate Termination

• Specify breaches allowing immediate termination, like:
• Non-performance
• Non-compliance
• Illegal/unethical conduct

For example:

“Company reserves the right to immediately terminate this Agreement if Influencer fails to fulfill any material obligations, breaches confidentiality, disparages Company or its products, or acts unlawfully or unethically.”

Effect of Termination

• Define impact on usage rights:
• Discontinue immediately?
• Phase out over defined period?

For example:

“Upon termination, Company shall immediately cease use of Influencer’s name and likeness but may continue displaying posts and using content for [X MONTHS] after termination date to allow time to transition marketing strategies.”

Compensation Impacts

• Address whether influencer still owes deliverables or refunds fees if terminated early
• Prorate payments if needed

For example:

“If Agreement is terminated early, Influencer shall refund any fees paid for deliverables not completed at time of termination. Company will pay fees on pro rata basis for deliverables provided prior to termination.”

Transition Assistance

• Require influencer to support smooth transition to avoid business disruptions

For example:

“Upon termination, Influencer agrees to cooperate with Company to facilitate an orderly wind-down of services and assist with transitioning content production to Company or a new influencer.”

Survival of Provisions

• Specify key provisions surviving termination, like:
• Confidentiality
• Non-disparagement
• Reporting
• Indemnification

For example:

“Sections [CONFIDENTIALITY, NON-DISPARAGEMENT, INDEMNIFICATION] shall survive any termination or expiration of this Agreement.”

Confidentiality

Protecting sensitive information is crucial in influencer partnerships.

Definition of Confidential Information

• Provide broad definition of protected information
• Make clear it’s not limited to listed items

For example:

“Confidential Information” includes but is not limited to information related to Company’s products, product launches, campaigns, business plans, data, finances, processes, lists, systems, or other business information that is not publicly known.”

Obligation to Protect Confidential Information

• Require influencer keep information strictly confidential
• Prohibit disclosure without consent

For example:

“Influencer shall hold Confidential Information in strict confidence, shall not disclose it to any third parties, and shall use it solely to fulfill its obligations under this Agreement and for no other purpose.”

Limited Sharing Authorization

• Only allow confidential information sharing with those who need to know
• Bind recipients to confidentiality as well

For example:

“Influencer may share Confidential Information with permitted recipients – defined only as employees, agents, representatives who need to know the information to fulfill this Agreement and are bound by similar confidentiality restrictions.”

Return of Property

• Require prompt return or destruction of confidential data upon termination
• Remove ongoing access

For example:

“Upon termination, Influencer shall promptly return to Company all Confidential Information in its possession and destroy any remaining copies.”

Survival of Confidentiality Post-Termination

• Specify confidentiality remains in effect for X years after termination
• Provides ongoing protection

For example:

“Influencer’s confidentiality obligations shall survive for 5 years after the termination of this Agreement.”

Business Harm Recourse

• Allow brand to recoup damages from confidentiality breaches

For example:

“Influencer recognizes unauthorized disclosure of Confidential Information may cause Company substantial harm for which monetary damages may be an insufficient remedy. Therefore, Company shall be entitled to injunctive relief to prevent misuse in addition to damages.”

Content Ownership

Clarify content ownership and usage rights from the start.

Original Content Ownership

• Specify influencer owns content they create by default
• But carve out broad licensing grant to brand

For example:

“Influencer shall retain ownership and copyrights to all social media content created under this Agreement. However, Influencer grants Company an exclusive license…”

License Granted to Brand

• Influencer grants brand license to use content
• Define terms like length and media types

For example:

“Influencer grants Company an exclusive, perpetual, worldwide license to use, reproduce, distribute, modify, publicly display, and create derivative works from the content produced under this Agreement without restriction across digital media, Company websites, social media, advertising and marketing materials, multimedia presentations, and any other media formats or channels now known or hereafter existing.”

Media/Rights Releases

• Have influencer consent to being featured in ads

For example:

“Influencer hereby agrees to execute any necessary media releases granting Company the right to use Influencer’s name, likeness, image, voice, appearance, and performance in its advertisements, marketing materials, and promotions in any media formats or channels now known or hereafter developed. This consent shall survive termination of this Agreement.”

Moral Rights Waiver

• Waive influencer’s moral rights to object to certain uses of content
• Allows more creative content re-use

For example:

“Influencer agrees to waive any moral rights under applicable copyright laws regarding objection to uses that may impact the integrity of the licensed content, including edits, remixes, or unauthorized third party uses.”

Brand Protection

• Allow brand discretion to request content takedowns
• Avoid misrepresentation

For example:

“Company may request Influencer remove any specific content that misrepresents Company’s brand, products, or personnel.”

Non-Disparagement

Include mutual non-disparagement provisions.

Mutual Non-Disparagement

• Prohibit both parties from making disparaging statements about the other after the campaign
• Fosters goodwill

For example:

“Neither party shall make any written or oral statement that disparages, defames, or reflects negatively on the other party, its personnel, products, services, or brand.”

Definition of Disparagement

• Classify prohibited statements – derogatory remarks, misleading representations, false claims, etc.

For example:

“Disparagement may include false or misleading statements, derogatory remarks, negative reviews, or other communications that damage reputation and goodwill.”

Applicability

• Ensure non-disparagement covers agents, employees, affiliates
• Broadens protection

For example:

“Non-disparagement obligations extend to the parties, their employees, contractors, agents, and other representatives.”

Post-Termination Applicability

• Specify non-disparagement continues after contract ends
• Provides ongoing brand protection

For example:

“The non-disparagement obligations shall survive termination of this Agreement.”

Social Media Specificity

• Call out non-disparagement on social media specifically
• High visibility otherwise

For example:

“To avoid doubt, non-disparagement obligations include refraining from publishing negative or disparaging statements on social media platforms.”

Business Harm Recourse

• Allow damages recovery for reputational harm

For example:

“Violations of this provision that cause material harm to Company’s reputation or lost business opportunities shall entitle Company to recover damages and/or seek injunctive relief.”

Indemnification

Including strong indemnity provisions protects the brand.

Broad Indemnification

• Require influencer fully indemnify brand against claims/lawsuits
• Shift liability away from brand

For example:

“Influencer agrees to defend, indemnify, and hold harmless Company from and against any third party claims, liabilities, lawsuits, damages, losses, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to Influencer’s breach of this Agreement or negligent acts.”

IP Infringement Claims

• Call out indemnifying against copyright/trademark infringement allegations specifically

For example:

“Influencer’s indemnification obligations include, but are not limited to, fully defending and indemnifying Company against any claims that content produced under this Agreement infringes a third party’s intellectual property rights.”

Contractor Negligence

• Require covering claims arising from influencer’s negligence/misconduct

For example:

“Influencer shall defend and indemnify Company against third party claims arising out of Influencer’s failure to meet industry standards or use reasonable care in performing services under this Agreement.”

Post-Termination Survival

• Specify indemnities continue after contract ends
• Maintains protection

For example:

“Influencer’s indemnification obligations shall survive termination or expiration of this Agreement.”

Litigation Assistance

• Make influencer assist in defending claims
• Ensure cooperation

For example:

“As part of its indemnification requirements, Influencer agrees to assist Company in defending any indemnified third party claims.”

Social Media Misuse

• Include indemnity for privacy violations, unauthorized endorsements, etc. stemming from influencer’s social media activities

For example:

“Influencer shall defend and indemnify Company against claims related to invasion of privacy, right of publicity violations, unauthorized endorsement, and misuse of social media arising from Influencer’s content.”

Boilerplate Provisions

Do not overlook the legal boilerplate sections.

Assignment

• Prohibit either party from assigning contract without consent
• Avoid unknown third parties gaining contract rights

For example:

“Neither party may assign rights or obligations under this Agreement without the other party’s prior written consent.”

Amendments

• Require amendments be signed writings
• Prevents unauthorized modifications

For example:

“Any amendments to this Agreement must be in writing signed by both parties.”

Independent Contractors

• Specify parties are independent entities, not employer/employee
• Reduces liability

For example:

“The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, or joint venture relationship between the parties.”

Force Majeure

• Excuse failure to perform due to events outside party’s control
• Can include natural disasters, health crises, etc.

For example:

“Neither party shall be liable for delays in performance caused by forces beyond their reasonable control, like natural disasters, pandemics, government mandates, power outages, etc.”

Notices

• Establish contact info and procedures for sending legal notices
• Ensure proper delivery

For example:

“Legal notices under this Agreement shall be sent to the addresses below by certified mail or national overnight courier. Email is acceptable for day-to-day communications.”

Severability

• If any contract provision is invalidated, the rest remains enforceable
• Prevents entire contract being voided

For example:

“If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain enforceable and unaffected.”

Waivers

• Require waivers be express and in writing
• Avoid ambiguity

For example:

“Any waiver of contractual provisions must be expressly stated in writing signed by the waiving party.”

Entire Agreement

• Specify contract is the complete agreement and overrides any prior discussions
• Minimizes disputes over verbal statements

For example:

“This Agreement constitutes the entire agreement and understanding between the parties and supersedes any prior representations, agreements, or understandings regarding the campaign.”

Counterparts/Electronic Signatures

• Allow contract execution in multiple counterparts
• Enables remote signing

For example:

“This Agreement may be executed in one or more counterparts, each deemed an original and together constituting one and the same instrument. Electronic or digital signatures shall have the same effect as original signatures.”

Governing Law

• Establish which state’s laws govern
• Specify venue for legal disputes

For example:

“This Agreement shall be governed by [STATE] law. Any disputes arising from this Agreement must be brought in the federal or state courts located in [COUNTY], [STATE].”

Negotiation Strategies

Discussing contract terms professionally and collaboratively creates win-win partnerships.

Research Typical Terms

• Know standard industry compensation rates, structures, practices
• Negotiate from informed stance

Prioritize Key Points

• Don’t nitpick everything – choose 2-3 make-or-break provisions to negotiate
• Protect dealbreakers but compromise elsewhere

Offer Reasonable Alternatives

• If influencer pushes back on a provision, suggest compromised language
• Brainstorm creative “win-win” solutions

Maintain Positive Tone

• Negotiate firmly but cordially
• Keep relationship strong throughout process

Eliminate Ambiguities

• Leave no gray areas – define all obligations, requirements, timelines, approvals, etc.
• Prevent misinterpretations later

Don’t Make Unnecessary Concessions

• Only bend if appropriate value received in return
• Hold your ground until a fair bargain is reached

Request Fiduciary Outs

• Include provisions allowing contract termination if influencer’s reputation takes a hit
• Protects brand image/goodwill

Refine Timelines

• Take time to refine schedules, deliverable due dates, and payment timelines
• Prevent misunderstandings down the road

With preparation, strategic prioritization, creative problem-solving, and friendly persistence, you can negotiate win-win influencer agreements that drive results while minimizing legal and business risks.

Here is a draft Template section with a free template influencer contract based on the tips provided in this blog post:

Template Influencer Contract

To help you easily create ironclad influencer contracts, I’m providing this free template covering the key provisions discussed in this guide. Feel free to customize it for your specific needs and campaigns. Please reach out if you need any help tailoring and negotiating the agreement.

Influencer Contract Template

This Influencer Services Agreement (“Agreement”) is made and entered into as of [DATE] (“Effective Date”) by and between:

BRAND NAME, a [STATE] [ENTITY TYPE] with a business address of [ADDRESS]

• and –

INFLUENCER NAME, a [STATE] [ENTITY TYPE] with a business address of [ADDRESS]

Recitals

Company wishes to engage Influencer to advertise and promote Company’s products and services through sponsored social media content. Influencer desires to create such content pursuant to the terms and conditions set forth herein.

Agreement

Therefore, for good and valuable consideration exchanged, the parties agree as follows:

1. Campaign Details

Influencer agrees to create sponsored social media content that advertises and promotes Company’s products and services, specifically [LIST PRODUCTS/SERVICES], across Influencer’s social media accounts during the Term.

The campaign will consist of:

• [NUMBER] Instagram feed posts
• [NUMBER] Instagram story posts
• [NUMBER] TikTok videos
• [OTHER CONTENT TYPES]

Content shall be focused on [KEY MESSAGES, PRODUCT FEATURES, ETC].

2. Content Specifications

All content produced under this Agreement shall:

• Feature and tag Company’s products where appropriate
• Use hashtag #companyhashtag
• Tag @companyname and any other relevant handles
• Link to Company website http://www.company.com if possible
• Conspicuously disclose Influencer’s material connection to Company (see Section 3 below)
• Adhere to Company’s brand style guidelines [ATTACH GUIDELINES]
• Abide by each platform’s content policies and terms of use

Influencer grants Company broad rights to use, edit, reproduce, repost and create derivative works from all content produced under this Agreement, as detailed in Section 7.

3. Compliance Requirements

Influencer shall adhere to all applicable laws, regulations, and platform policies regarding sponsored social media content, including but not limited to truth-in-advertising standards and clear disclosure of his/her material connection to Company.

For each post, Influencer shall conspicuously disclose:

*”Paid partnership with [COMPANY]”

Influencer shall submit any other proposed disclosures to Company for approval at least 24 hours prior to posting.

4. Content Schedule

Content shall be distributed according to the following schedule:

• [NUMBER] Instagram feed posts on [DATES]
• [NUMBER] Instagram stories on [DATES]
• [NUMBER] TikTok videos on [DATES]

Influencer shall submit all content to Company for review and approval at least 48 hours prior to intended posting date.

5. Compensation

As full compensation for the content and services provided, Company shall pay Influencer a total fee of [AMOUNT] as follows:

• $[AMOUNT] upfront upon contract execution
• $[AMOUNT] upon completion of first set of deliverables
• $[AMOUNT] upon completion of all campaign deliverables

Influencer shall invoice Company on [DATES]. Company will remit payment within 30 days of invoice receipt.

6. Exclusivity

For a period of [NUMBER] days after the campaign conclusion, Influencer shall not create any sponsored content, branded content, advertisements, endorsements, promotions or affiliations with any of Company’s competitors, including [LIST KEY COMPETITORS].

7. Ownership and Usage Rights

Influencer owns the original content created under this Agreement and all corresponding intellectual property rights. However, Influencer grants Company an exclusive, worldwide license to edit, modify, reproduce, distribute, publicly display and create derivative works from the content for [NUMBER] years across Company’s websites, social media accounts, marketing/advertising materials, and other Company-owned channels now known or hereafter existing.

8. Representations and Warranties

Influencer represents and warrants that:

• Influencer has the full right and authority to enter into this Agreement and provide the services contemplated.
• Influencer’s performance shall comply with all applicable laws and platform terms.
• Content shall be Influencer’s own original work.
• Influencer shall make no statements that contradict, disparage, or negatively reflect upon Company.

9. Indemnification

Influencer shall defend, indemnify, and hold Company harmless from any third party claims, liabilities, judgments, damages, or costs (including reasonable attorneys’ fees) arising from Influencer’s breach of this Agreement or failure to comply with applicable laws.

10. Termination

• The term of this Agreement shall be [NUMBER] months, from [START DATE] to [END DATE].
• Either party may terminate early with 30 days written notice if the other materially breaches and fails to cure the breach within the notice period.
• Upon termination, Influencer shall stop all use of Company’s trademarks and delete or return any confidential information provided by Company.

11. Confidentiality

Influencer agrees not to disclose any confidential or proprietary information provided by Company or arising from this engagement.

12. Miscellaneous

This Agreement shall be governed by [STATE] law. This Agreement contains the entire understanding between the parties and supersedes all prior agreements and understandings regarding the campaign. Any modifications must be in writing signed by both parties.

In witness whereof, the parties execute this Agreement as of the Effective Date above:

[COMPANY REP NAME]

[TITLE]

[COMPANY NAME]

[INFLUENCER NAME]

[INFLUENCER ENTITY if APPLICABLE]

FAQ

How long should an influencer contract term run?

The ideal influencer contract term depends on the scope and goals of the marketing campaign.

For one-off campaigns focused on creating a fixed set of posts, short 30-60 day term lengths may suffice. This allows enough time for content creation without locking the parties into a lengthy agreement.

For ongoing influencer partnership programs involving continuous posting over an extended period, longer 6-12 month contract terms are typical. This provides consistency for an ongoing relationship.

Define clear processes for term renewals and extensions if the parties wish to continue the partnership beyond the original period. Allowing automatic renewal for successive months or quarters unless either party objects can provide flexibility.

Overall, align the contract term with the scope of the influencer initiative. Give enough time to fully execute the campaign deliverables without excessive unnecessary commitment.

Should payment be based on performance?

Many influencer contracts incorporate bonus or incentive payments tied to performance metrics like reach, engagement, clicks, conversions, or sales resulting from the influencer’s posts.

Performance pricing can be beneficial by rewarding impact and aligning payments with the actual value influencers drive. However, performance pricing also introduces complexity in tracking and documenting metrics to calculate appropriate compensation.

For simpler one-off campaigns focused on overall brand awareness more than measurable actions, a fixed fee for the bundled set of deliverables may be preferable to minimize administrative hassles.

Consider your campaign objectives, available tracking resources, and desire for simple vs. complex payment structures when deciding on performance-based pay.

What regulations apply to influencer marketing?

There are several key regulations that apply to influencer marketing campaigns:

• FTC truth-in-advertising standards regarding clear disclosure of material connections. Influencers must conspicuously disclose paid partnerships.
• Social platform guidelines – Abide by all platform policies and terms of use. Avoid banned practices that could risk account suspension.
• Sweepstakes laws – If campaigns involve giveaways, comply with state/federal sweepstakes statutes and regulations.
• Right of publicity laws – Obtain any necessary consents for use of influencer name, image, likeness.
• FTC contest regulations – Disclose key contest terms, avoid unfair restrictions on entering.

Staying compliant with all applicable laws and platform rules is essential for legal influencer marketing. Work with an attorney to understand requirements.

Should I require a morality clause?

For extra brand protection, consider incorporating a “morality clause” allowing termination of the contract if the influencer’s public reputation takes a major hit.

This provides an “out” if the influencer becomes embroiled in a scandal that could reflect poorly on the brand by association. Accusations of illegal or unethical conduct, inflammatory statements, discrimination, etc. could trigger termination.

However, morality clauses should be carefully scoped to prevent misuse. Overly broad clauses are unenforceable. Define clear acts that constitute breach and give influencers notice and opportunity to cure issues.

Morality clauses are worth considering as an extra safeguard for brand reputation. Though not always essential, they can provide options to disassociate from badly-behaving influencers.

How do I handle controversial influencer statements?

To minimize issues with controversial influencer statements, take proactive steps:

• Require pre-approval for press releases or public comments mentioning the brand.
• Include contract representations about not making offensive, divisive, or inflammatory statements.
• Specify any prohibited topics that would damage the brand.

If issues do arise, invoke non-disparagement, notice and cure, and termination provisions:

• Promptly notify the influencer to remove problematic statements.
• Provide opportunity to cure within a set timeframe per the agreement.
• If no resolution, point to non-disparagement breach and terminate for material breach if severe enough reputational harm caused.

Controversial influencer statements should be addressed swiftly to prevent escalating brand damage. Use built-in contractual protections to compel a resolution – and if no cure, sever ties.

What if an influencer fails to comply?

If an influencer fails to meet contractual obligations like delivering content, providing reporting, or adhering to laws, address non-compliance proactively:

• Send a written notice of breach listing deficiencies and providing an opportunity to cure within X days.
• Withhold payment for any unmet deliverables per the agreement.
• If non-compliance continues, send a strong warning letter and assess any applicable damages.
• Ultimately terminate the agreement if material ongoing non-compliance per breach provisions.

Build in audit rights, notice procedures, cure periods, payment impacts, and termination rights to enforce compliance. Move to end engagement if needed to protect brand interests.

Should I ask for an NDA beyond the contract?

For extra confidentiality protection, having influencers sign a separate non-disclosure agreement (NDA) can provide another layer of legal protection for sensitive information.

While a confidentiality clause within the influencer contract is important, a separate NDA makes clear the confidentiality obligations extend even after contract termination. This prevents any loopholes.

Consider requiring influencers handling extremely sensitive unpublished info like upcoming product launches, business strategies, and proprietary data to sign expanded NDAs.

For ordinary campaigns, a solid contract confidentiality clause may suffice without need for a separate NDA. Assess your confidentiality concerns and need for airtight protection.

What boilerplate is non-negotiable?

Certain standard legal boilerplate provisions are typically non-negotiable from the brand’s perspective, including:

• Independent Contractor Status – Critical for reducing employer/employee liability.
• Governing Law – Essential for legal jurisdiction and venue.
• Severability – Needed to prevent voiding of entire contract if a provision is invalidated.
• Entire Agreement – Prevents claims based on outside verbal discussions.

Sections like indemnification, insurance requirements, and limitation of liability are also usually non-negotiable points brands need for protection.

Compromise and find middle ground on business terms like deliverables, pricing, exclusivity – but hold firm on key legal safeguards and boilerplate. Don’t forfeit foundational contract protections.

What is a typical influencer agreement length?

For one-off campaigns, 30-60 day terms often suffice. For ongoing partnerships, brands often use 6-12 month agreement lengths to allow enough time to execute the full strategy.

Should influencer agreements contain mandatory performance metrics?

Tying influencer payments to performance metrics like engagements, clicks and conversions can incentivize impact. But mandatory benchmarks also introduce complexity in tracking and administering payments.

What regulations do influencers have to comply with?

Key regulations include FTC disclosure rules, platform terms of service, contest/sweepstakes laws if applicable, and right of publicity consent requirements.

When would an influencer morality clause apply?

Morality clauses allow brands to exit agreements if an influencer’s reputation takes a major hit from scandal. Though not always essential, they provide an option to disassociate from badly-behaving influencers.

How can brands address controversial influencer statements?

Require pre-approval of brand-related announcements, include anti-inflammatory content representations, enforce non-disparagement provisions, and ultimately terminate if severe reputational harm occurs.

What if an influencer doesn’t complete contracted deliverables?

Send a written breach notice and withhold payment for unmet deliverables. If non-compliance continues, send a strong warning letter, assess damages and terminate the agreement for material ongoing breach.

Should influencers sign a separate NDA?

For high-sensitivity campaigns, having influencers sign expanded non-disclosure agreements can provide extra protection even after contract termination. But an NDA is not always essential if the contract contains confidentiality provisions.

What legal boilerplate do brands insist on?

Sections like independent contractor status, severability, entire agreement, governing law, indemnification, insurance and liability limitations are typically non-negotiable because they provide fundamental legal protections.

What social platforms typically require compliance review?

Platforms like Facebook, Instagram, YouTube, TikTok, Twitter and Pinterest all have advertiser guidelines that mandate compliance for influencer marketing partnerships. Review policies carefully before campaigns launch.

When are incentives or bonuses appropriate in influencer contracts?

Incentives based on performance metrics like clicks, conversions or sales can be tied to campaign objectives. But bonuses add compensation complexity. For one-off brand awareness campaigns, flat fees may be simpler.

How can ambiguities in deliverables be avoided?

Provide highly detailed deliverable specifications, including types of content, length, topics, aesthetics, captions, hashtags, links, disclosure language and more. Don’t leave room for interpretation.

Why is an indemnification clause crucial for brands?

Indemnification shifts liability for third party claims like copyright infringement from the brand to the influencer. This provides brands strong legal and financial protection against potential losses.

When is an exclusivity requirement reasonable?

Exclusivity is reasonable if limited to certain brands, product categories, or time periods. Overly broad permanent exclusivity can be problematic. Clear carve outs help.

How can brands ensure access to campaign insights?

Include provisions granting brands access to campaign data and analytics like impression and engagement metrics. Reserve rights to audit records.

When is an NDA not necessary?

If an influencer campaign doesn’t involve sharing highly sensitive confidential information, a separate NDA beyond the influencer agreement may not provide significant additional protection or value.