# Influencer Contracts — Templates & Negotiation

## Full Contract Template — Key Clauses

### 1. Scope of Work

> **Deliverables**: Creator shall produce and publish the following content on behalf of Brand:
>
> | # | Platform | Format | Quantity | Timeline |
> |---|----------|--------|----------|----------|
> | 1 | | | | |
> | 2 | | | | |
> | 3 | | | | |
>
> **Content specifications**: All deliverables shall comply with the Creative Brief (Exhibit A) and meet the technical specifications outlined therein, including but not limited to resolution, aspect ratio, caption requirements, and disclosure obligations.
>
> **Exclusions**: This agreement does not include [event appearances, product design input, email marketing, additional platforms] unless explicitly agreed in writing.

### 2. Compensation Types

| Compensation Model | Description | When to Use |
|--------------------|-------------|-------------|
| **Flat fee** | Fixed payment per deliverable or per campaign | Standard campaigns with defined deliverables |
| **Performance-based** | Payment tied to metrics (views, clicks, conversions) | Direct response campaigns; measurable KPIs |
| **Hybrid** | Base fee + performance bonus above threshold | Balanced risk-sharing between brand and creator |
| **Product-only (gifting)** | Free product in exchange for content; no cash payment | Nano creators, product seeding, low-budget campaigns |
| **Affiliate / Commission** | Percentage of sales generated via unique tracking link | Always-on partnerships; aligns incentives |
| **Revenue share** | Percentage of revenue from co-created product or collection | Long-term brand partnerships, co-branded lines |
| **Retainer** | Monthly fee for ongoing content production and availability | Brand ambassadors, long-term relationships |

> **Compensation clause**: Brand shall pay Creator a total fee of $[amount] for the deliverables outlined in Section 1. Payment shall be made as follows: [50% upon contract execution / 50% upon publication of all deliverables] OR [100% within 30 days of publication].

### 3. Content Ownership & Usage Rights

| Rights Tier | Description | Typical Premium | Duration |
|-------------|-------------|----------------|----------|
| **Organic only** | Brand may repost on owned channels with creator credit | Included in base rate | Campaign duration + 30 days |
| **Organic extended** | Brand may repost on owned channels indefinitely | +10% – 15% of base | Perpetual |
| **Paid media (whitelisting)** | Brand may run content as paid ads from creator's handle | +25% – 50% per month | 30–90 day terms, renewable |
| **Paid media (dark posting)** | Brand may run content as paid ads from brand's handle | +20% – 40% per month | 30–90 day terms |
| **Full buyout** | Brand owns all content with unlimited usage rights | +100% – 200% of base | Perpetual, all media |
| **Derivative works** | Brand may edit, crop, remix content for any purpose | +30% – 60% of base | Per agreement |

> **Usage rights clause**: Brand is granted a [non-exclusive / exclusive] license to use, reproduce, distribute, and display the Content for [organic social media / paid advertising / all media channels] for a period of [X months / in perpetuity] from the date of publication. Creator retains ownership of the original Content. Any use beyond the licensed scope requires written consent and additional compensation.

### 4. Exclusivity

> **Exclusivity clause**: During the term of this agreement and for [30/60/90] days following completion, Creator shall not create sponsored content for, endorse, or publicly promote any product or service in the [category] category that directly competes with Brand. Competing brands include but are not limited to: [list specific competitors].
>
> **Exclusivity compensation**: The exclusivity period is compensated at [X% of total campaign fee / $X per month of exclusivity].

| Exclusivity Level | Scope | Typical Premium |
|-------------------|-------|-----------------|
| **Category exclusive** | Cannot promote competing products in the same category | +30% – 100% of base rate |
| **Platform exclusive** | Cannot promote competitors on the specified platform only | +15% – 40% |
| **No exclusivity** | Creator is free to work with competitors | No premium |
| **Non-compete window** | Post-campaign blackout period for competitor work | +10% – 25% per month |

### 5. Approval Process

> **Approval workflow**:
> 1. Creator submits content concept / storyboard by [date] for Brand review
> 2. Brand provides written approval or revision notes within [48/72] hours
> 3. Creator submits draft content (photo/video + caption) by [date]
> 4. Brand provides approval or one (1) round of revisions within [48] hours
> 5. Creator delivers revised content within [48] hours of receiving feedback
> 6. Brand provides final written approval prior to publication
>
> **Auto-approval**: If Brand fails to respond within the designated review window, content shall be deemed approved.
>
> **Revision limits**: One (1) round of revisions is included in the agreed compensation. Additional revisions beyond the included round shall be billed at [15%–25%] of the deliverable fee per round.

### 6. FTC Compliance

> **Disclosure obligation**: Creator shall comply with all applicable advertising disclosure laws, including the FTC Endorsement Guides (16 CFR Part 255) and any applicable international regulations. Creator shall include clear and conspicuous disclosure in every piece of sponsored Content, including but not limited to:
> - Activating the platform's native branded content/paid partnership tool
> - Including "#ad" or "Paid partnership with [Brand]" in a prominent position
>
> **Liability**: Creator acknowledges personal liability for FTC compliance. Brand shall provide disclosure guidelines, but Creator is independently responsible for ensuring compliant disclosure in all published content.

### 7. Termination

> **Termination for convenience**: Either party may terminate this agreement with [30] days' written notice. Creator shall be compensated for all deliverables completed and approved prior to termination.
>
> **Termination for cause**: Either party may terminate immediately if the other party:
> - Commits a material breach that remains uncured after [10] days' written notice
> - Engages in conduct that brings the other party into public disrepute
> - Files for bankruptcy or becomes insolvent
>
> **Effect of termination**: Upon termination, Brand retains usage rights for all content delivered and approved prior to termination, subject to the terms of Section 3. Creator shall return or destroy any Brand materials, samples, or confidential information within [14] days.

### 8. Morality Clause

> **Morality clause**: Creator warrants that Creator shall not engage in any conduct that is illegal, immoral, or otherwise likely to bring Creator or Brand into public disrepute, ridicule, or scandal. Such conduct includes but is not limited to: criminal activity, hate speech, discrimination, substance abuse, fraud, or any behavior that materially conflicts with Brand's values as communicated in writing. Brand reserves the right to terminate this agreement immediately and withhold unpaid compensation if Creator's conduct triggers this clause.
>
> **Mutual morality**: Creator reserves the right to terminate this agreement if Brand engages in conduct that would materially damage Creator's reputation or violate Creator's stated values.

---

## Negotiation Guides by Tier

### Nano Creators (< 10K followers)
| Aspect | Typical Terms | Negotiation Notes |
|--------|--------------|-------------------|
| Compensation | Product gifting or $50–$250 per post | Many accept product-only; small cash payments build goodwill |
| Usage rights | Organic repost included; paid media rarely requested | If requesting paid media rights, add $50–$100 |
| Exclusivity | Rarely enforced | Not cost-effective to enforce at this tier |
| Approval | Flexible; light-touch review | Over-prescribing kills authenticity at this tier |
| Contracts | Simple one-page agreement or email confirmation | Full contracts may intimidate; keep it simple |

### Micro Creators (10K–100K)
| Aspect | Typical Terms | Negotiation Notes |
|--------|--------------|-------------------|
| Compensation | $250–$1,500 per post; hybrid models work well | Offer performance bonuses to align incentives |
| Usage rights | Organic included; paid media at +25%–40% | Negotiate 60-day paid media windows for cost efficiency |
| Exclusivity | 30-day category exclusivity standard | Keep exclusivity windows short; premium adds up |
| Approval | One concept review + one revision round | Standard workflow; respect their creative instincts |
| Contracts | 2–3 page agreement covering key terms | Professional but not overly legalistic |

### Mid-Tier Creators (100K–500K)
| Aspect | Typical Terms | Negotiation Notes |
|--------|--------------|-------------------|
| Compensation | $1,500–$5,000 per post; retainers viable | Multi-post packages unlock 15%–20% discounts |
| Usage rights | Negotiate explicitly; paid media at +30%–50% | Define clear windows and channels for usage |
| Exclusivity | 30–60 day category exclusivity | Price exclusivity separately; avoid bundling |
| Approval | Structured workflow with defined timelines | Expect professional turnaround expectations |
| Contracts | Full contract with all standard clauses | May have management or legal review |

### Macro Creators (500K–1M)
| Aspect | Typical Terms | Negotiation Notes |
|--------|--------------|-------------------|
| Compensation | $5,000–$15,000 per post; agency-negotiated | Expect rate cards and agency markups (15%–20%) |
| Usage rights | Heavily negotiated; paid media at premium rates | Full buyouts are expensive — license specific channels/durations |
| Exclusivity | 60–90 days standard; expensive | Exclusivity at this tier can exceed the content fee |
| Approval | Formal workflow; expect creative pushback | These creators protect their brand — respect their creative vision |
| Contracts | 5–10 page agreements; talent agency involved | Legal review from both sides is standard |

### Mega Creators (1M+)
| Aspect | Typical Terms | Negotiation Notes |
|--------|--------------|-------------------|
| Compensation | $15,000–$100K+ per post | Talent management firms set terms; limited flexibility |
| Usage rights | Highly restricted and expensively licensed | Every right is a separate line item |
| Exclusivity | Lengthy windows at significant premiums | May require six-figure exclusivity fees |
| Approval | Complex multi-stakeholder approval process | Longer timelines; build in 2x the expected review time |
| Contracts | Extensive agreements; multiple addenda | Expect 4–6 week negotiation cycles |

---

## Rate Benchmarking by Tier and Platform

| Tier | Instagram Post | Instagram Reel | TikTok Video | YouTube Dedicated | YouTube Integration | LinkedIn Post |
|------|---------------|----------------|-------------|-------------------|--------------------|--------------|
| **Nano** | $50–$250 | $75–$300 | $50–$200 | $200–$500 | $100–$300 | $50–$200 |
| **Micro** | $250–$1,500 | $350–$2,000 | $200–$1,000 | $1,000–$5,000 | $500–$2,500 | $200–$1,000 |
| **Mid** | $1,500–$5,000 | $2,000–$6,000 | $1,000–$5,000 | $5,000–$15,000 | $2,500–$7,500 | $1,000–$3,000 |
| **Macro** | $5,000–$15,000 | $6,000–$18,000 | $5,000–$15,000 | $15,000–$50,000 | $7,500–$25,000 | $3,000–$8,000 |
| **Mega** | $15,000–$100K+ | $18,000–$120K+ | $15,000–$80K+ | $50,000–$250K+ | $25,000–$100K+ | $8,000–$25K+ |

**Rate modifiers:**
- Stories (add-on): +15%–25% of post rate for 3–5 story frames
- Bundle discount (3+ deliverables): -15%–25% off total
- Exclusivity: +30%–100% depending on category and duration
- Paid media usage rights: +25%–50% per month of usage
- Rush delivery (< 7 days): +25%–50% surcharge

---

## Payment Terms

### Standard Payment Structures
| Structure | When Payment is Made | Best For |
|-----------|---------------------|----------|
| **100% upfront** | Upon contract execution | Nano/micro creators; builds trust |
| **50/50 split** | 50% on signing, 50% on publication | Standard for mid-tier and above |
| **Milestone-based** | Payments tied to concept approval, draft delivery, publication | Complex multi-deliverable campaigns |
| **Net 30** | Full payment within 30 days of content going live | Enterprise brands; requires creator cash flow tolerance |
| **Net 60** | Full payment within 60 days | Large corporations; unpopular with creators |
| **Performance holdback** | Base fee upfront + performance bonus paid after 30 days based on metrics | Performance-oriented campaigns |

### Payment Method Preferences
- Wire transfer / ACH: Professional standard for $1,000+
- PayPal: Common for smaller payments; creator-friendly
- Platform-native (e.g., TikTok Creator Marketplace): Handles tax documentation
- Agency pass-through: Payment to talent agency who distributes to creator

### Tax Considerations
- Issue 1099-NEC for US-based creators paid $600+ annually
- Collect W-9 before first payment
- International creators: Collect W-8BEN; withhold 30% unless tax treaty applies
- Keep records of all payments, deliverables, and contracts for minimum 7 years

---

## Non-Compete Considerations

### Key Non-Compete Factors
| Factor | Consideration |
|--------|--------------|
| **Scope** | Define the exact product category — too broad is unenforceable |
| **Duration** | 30–90 days post-campaign is standard; longer requires higher compensation |
| **Geography** | Typically not limited by geography in digital influencer contracts |
| **Enforcement** | Difficult to enforce; rely on relationship and fair compensation |
| **Compensation** | Must be proportionate — courts may void unreasonable restrictions |
| **Existing relationships** | Grandfather in pre-existing brand deals to avoid conflicts |

### Non-Compete Clause Template
> During the Exclusivity Period defined in this agreement, Creator shall not, directly or indirectly: (a) promote, endorse, or create sponsored content for any Competing Brand as defined in Exhibit B; (b) post organic content that prominently features a Competing Brand's product; or (c) enter into negotiations for future partnerships with Competing Brands that would commence during the Exclusivity Period. Creator's pre-existing partnerships listed in Exhibit C are excluded from this restriction.
