Influencer agreement
between
Brand (Name), Brand (Address (one line)) (the “Brand”)
and
Influencer (Name), Influencer (Address (one line)) (the “Influencer”)
each a “Party” and together the “Parties”. This Agreement is dated Effective date.
Purpose and definitions
The Brand engages the Influencer to create content promoting the following products or services of the Brand: Products or services promoted (the “Campaign”), on the terms of this Agreement.
In this Agreement:
“Content” means the final posts, stories, videos, images, captions, livestreams and other material that the Influencer creates for the Campaign and the Brand approves under 4.; drafts, rejected versions and unused footage are not Content;
“Deliverables” means the Content and services listed in Schedule 2;
“Channels” means the Influencer’s social media accounts listed in Schedule 1;
“Brand Materials” means the names, logos, trademarks, product information, images and other material the Brand provides for the Campaign;
“Creator” means Creator's full name, being the individual who appears in and personally performs the Deliverables;
“including” means “including without limitation”.
The Schedules form part of this Agreement. If a Schedule conflicts with these terms, these terms prevail.
If the Influencer is a company or acts through an agent, the Influencer will ensure that the Creator performs this Agreement and gives all consents needed for the rights granted in it. This Agreement is intended for adult creators; a minor may be engaged only under a separate agreement that meets the legal requirements for minors.
Term
This Agreement starts on the Effective Date and continues for Agreement duration, unless terminated earlier under 18. (the “Term”).
The Parties may extend the Term by written agreement.
Deliverables
The Influencer will create the Deliverables and publish them on the Channels in the formats and on the dates set out in Schedule 2.
The Influencer will follow the Brand’s written brief for the Campaign, as agreed before the Influencer starts work, including key messages, required tags, hashtags and links. Within the brief and this Agreement, the Influencer decides how, when and where to create the Content, and keeps creative control over its style and voice. Changes to the brief that affect the scope, timing or usage of the Content require written agreement on any resulting changes to fees and deadlines.
The Influencer will keep each published post live on the Channels for at least Minimum time posts stay live after publication and will not archive, hide or edit it during that time without the Brand’s written consent, except as permitted by 6.. Content that disappears automatically on the platform, such as stories, needs to stay available only for the platform’s normal duration.
The Creator will personally appear in and present the Deliverables. The Influencer may use production support, such as photographers or editors, and remains responsible for their work, their confidentiality and the clearance of their rights.
Deadlines move by a reasonable period if the Brand provides required products, information or approvals late.
Audience figures, reach and sales estimates are not guaranteed results, unless Schedule 2 expressly sets them as performance commitments.
Approval and publication
The Influencer will submit each piece of Content to the Brand for approval at least Draft deadline before posting before its planned publication date.
The Brand will approve the Content, or give consolidated feedback for changes, within Brand review time of receiving it.
If the Brand does not respond in time, the Influencer may send a written reminder. Content is deemed approved if the Brand still does not respond within Auto-approval after reminder after the reminder. Approval, including deemed approval, does not make unlawful Content permitted.
The Influencer will make up to Included revision rounds rounds of reasonable changes to each piece of Content at no additional cost. Corrections needed because the Content does not follow the agreed brief or this Agreement do not count toward this number. Further changes, or changes requested after approval, require written agreement on any additional fee and timing.
The Influencer will not publish Content that is not approved or deemed approved, or that differs materially from the approved version.
Disclosure and legal compliance
The Influencer will clearly disclose the commercial relationship with the Brand in every piece of Content, in a way that a typical viewer will notice and understand. In particular, the Influencer will:
place a clear label such as “#ad”, “Advertisement” or “Paid partnership with” followed by the Brand’s name at the beginning of the caption or post, visible without the viewer having to click “more”;
in video and livestream Content, state the relationship verbally and show it on screen, early in the Content and, for longer Content, repeatedly;
use the platform’s own paid-partnership or branded-content tool where the platform offers one, in addition to the label; and
not rely on a disclosure that is hidden among other hashtags, placed only on the profile page, or made only through ambiguous terms such as “#sp”, “#collab” or “#thanks”.
The Influencer will:
comply with all advertising, consumer protection, privacy and other laws, industry codes and platform rules that apply to the Content and the Channels;
make only statements that reflect the Creator’s honest opinion and actual experience of the products or services;
not make any objective claim about the products or services, including health, safety, performance or price claims, unless the Brand has approved it in writing; and
obtain all permissions needed from any people who appear in the Content and from the owners of any music, images or other third-party material in it, covering the platforms, territories, period and uses permitted under this Agreement, including paid advertising where it applies. Music from a platform’s library may be used only where its license covers these commercial uses.
The Brand will:
ensure that the Campaign, its brief and instructions, and any objective claims it approves comply with applicable advertising law and are supported by adequate evidence before publication;
provide accurate product information and tell the Influencer in writing about any claims that must not be made;
include a clear disclosure whenever it reposts, shares or advertises the Content; and
reasonably monitor the Campaign and cooperate promptly in correcting any non-compliance.
Neither Party is required to publish a statement that it reasonably believes is unlawful, misleading or inconsistent with the Creator’s honest experience.
Corrections and removal
Either Party may immediately correct, hide or remove Content where reasonably necessary to comply with the law, address a credible safety concern or follow a platform requirement, and will promptly inform the other Party.
The Brand may request the removal or correction of published Content on other reasonable grounds, stating them in writing. The Influencer will act on such a request within Removal deadline.
A removal requested by the Brand that is not caused by a breach by the Influencer does not reduce fees already earned, and the removed Content counts as having met its minimum live period. Where the Influencer’s breach caused the removal, the Influencer will provide a reasonable correction or replacement at no additional charge.
Authentic engagement
The Influencer has not knowingly obtained, and will not during the Term obtain, artificial followers, likes, views, comments or shares, including by buying them or by using bots, engagement groups or other automated or non-genuine means.
The audience figures in Schedule 1 accurately reflect the platform analytics on the date stated there. After reasonable checks, the Influencer is not aware of any material artificial inflation of these figures, other than as disclosed in Schedule 1. Unsolicited activity outside the Influencer’s reasonable control is not a breach, but the Influencer will promptly tell the Brand about any suspected manipulation that materially affects the Campaign.
Fees and payment
In return for the Deliverables and the rights granted in this Agreement, the Brand will pay the Influencer Payment type. The fees include all rights granted under 10., with no additional royalty for the uses permitted there.
Where a flat fee applies, the fee is Flat fee amount, payable as follows: Flat fee payment schedule.
Where a commission applies:
the commission is Commission rate (%) % of the net sales price, excluding taxes and shipping, of each purchase made through the Influencer’s unique discount code or tracking link, where the purchase is completed within Commission attribution window after the referral and during the Term or within that window after the Term ends;
a purchase counts only once; where it can be attributed to more than one referral, the Brand’s tracking system decides, applied consistently to all its partners;
no commission is payable on purchases that are returned or refunded within the Brand’s return period;
within 15 days after the end of each month, the Brand will provide a statement of attributed purchases, returns and the commission payable, and will continue to do so until all eligible purchases have been settled; and
the Brand will keep the records needed to check the statements for at least 2 years, and once a year will let an independent reviewer, bound by confidentiality, verify them on reasonable notice. If a review shows an underpayment of more than 5 %, the Brand pays the reasonable cost of the review.
The Influencer will invoice the Brand for each amount due. The Brand will pay each invoice within Invoice payment term of receipt. If the Brand disputes an invoice, it will tell the Influencer the reasons in writing within 10 days of receipt and pay the undisputed part on time. A minor error does not delay payment.
If an undisputed amount is still unpaid 14 days after the Influencer has sent a written reminder, the Influencer may suspend the Deliverables and the Brand’s use of the affected Content until payment, and the deadlines move accordingly. Any statutory right to interest on late payment remains unaffected.
All amounts are stated in Currency and exclude value added tax, sales tax or similar taxes, which the Brand will pay in addition where they apply. Each Party is responsible for the taxes and contributions that the law places on it. The Brand may withhold taxes where the law requires it.
The fees cover all costs of creating the Deliverables. The Brand will reimburse other expenses only if it has approved them in writing in advance and the Influencer provides receipts.
Products
The Brand will deliver the products listed in Schedule 3 by the dates stated there, with any safety instructions needed for their use.
Products marked “gift” in Schedule 3 become the Influencer’s property on delivery and are in addition to the fees, unless Schedule 3 states that they are part of the fees. Products marked “loan” remain the Brand’s property; the Influencer will take reasonable care of them and return them at the Brand’s cost within 30 days after the end of the Term. The Influencer is not responsible for normal wear, use as agreed, or defects. Consumable products do not need to be returned.
Intellectual property and usage rights
The Influencer owns the Content and all intellectual property rights in it.
The Influencer grants the Brand a non-exclusive, non-transferable license, in Countries where content may be used, from publication of each piece of Content until the end of Content usage period (the “Usage Period”), to:
share, repost, embed and link to the Content on the Brand’s own websites, social media accounts, newsletters and other owned channels;
use the Content in internal reports and presentations;
shorten, crop, subtitle and reformat the Content, without changing its meaning or the Creator’s statements; any other edits require the Influencer’s prior written approval; and
use the Creator’s name, handle, image, likeness and voice as they appear in the Content, only in connection with the Content.
The Brand Paid ads allowed? use the Content in paid advertising during the Usage Period. Where paid advertising is permitted:
Schedule 2 sets out the Content, platforms, period and any additional fee for it;
advertising run from the Influencer’s account, such as whitelisted or partnership ads, requires the Influencer’s approval of each final ad;
access to the Influencer’s account will be given only through the platform’s authorization tools, never by sharing passwords, and is limited to the agreed advertising functions; the Brand will not access private messages or change account settings; and
the Brand will stop the ads and give up the access when the permission or the Usage Period ends.
The Brand will not create new statements, or synthetic or AI-generated representations, of the Creator without the Creator’s separate written consent.
After the Usage Period, the Brand will not use the Content in any new publication or advertisement, and will not boost or feature it again. Organic posts the Brand published during the Usage Period may remain on its own channels as historical posts, unless this Agreement was terminated under 18. because of the Brand’s breach. The Brand is not responsible for copies made by third parties.
The Brand may allow its agencies and service providers to exercise this license on its behalf and is responsible for their compliance.
The Brand grants the Influencer a non-exclusive, non-transferable license to use the Brand Materials during the Term, and for as long as published Content must stay live, solely to create, publish and keep the Deliverables in line with the Brand’s instructions. The Influencer will not alter the Brand Materials. All rights and goodwill in them remain with the Brand.
Any other use of the Content requires a separate written agreement.
Exclusivity
Exclusive deal?
Where exclusivity applies, it covers only paid promotion of the following competing products or brands: Competing products or brands, on the Channels, until Exclusivity end date. It does not cover commitments the Influencer disclosed to the Brand before signing, unpaid personal use, or work for unrelated products of the same business.
Conduct and reputation
Neither Party will knowingly make false or misleading public statements about the other Party or its products or services. This does not restrict honest opinions, truthful accounts of experience, legal claims, communications with authorities, or disclosures protected by law.
During the Term and while the Brand uses the Content, each Party will avoid conduct that, on objectively reasonable grounds, seriously harms the other Party’s reputation in connection with the Campaign, such as conduct that is criminal, violent, discriminatory or hateful.
If a Party breaches 12., the other Party may, in proportion to the seriousness of the breach, suspend its association with the breaching Party, including the use or display of the Content, in addition to its other rights.
Reporting
Within Analytics report deadline after each piece of Content is published, and at the end of the Term, the Influencer will send the Brand screenshots or exports of the platform analytics for that Content, such as reach, impressions, views, engagement and link clicks, to the extent the platform provides them. Reports contain only aggregated data and do not identify individual followers.
Confidentiality
Each Party will keep confidential the terms of this Agreement, the other Party’s unpublished products, plans and business information, and any other information marked or reasonably understood as confidential (“Confidential Information”), and will use it only to perform this Agreement.
A Party may disclose Confidential Information to its employees, production support, agents and professional advisers who need it for this Agreement and are bound by confidentiality obligations at least as strict as this clause.
This clause does not apply to information that is or becomes public through no fault of the receiving Party, that the receiving Party already lawfully knew or received from a third party without a duty of confidentiality, or that it developed independently, and does not prevent disclosures required by law, by 5., or protected by law. Where the law requires a disclosure, the receiving Party will give the other Party prompt notice where permitted.
This clause continues for Confidentiality period after this Agreement ends, and for trade secrets for as long as they remain trade secrets.
Data protection
Each Party will comply with applicable data protection laws when processing personal data in connection with this Agreement.
Before either Party collects, shares or uses personal data of followers or other people for the Campaign, including through tracking technologies, competitions or giveaways, the Parties will agree in writing their roles and responsibilities and enter into any data processing, data sharing or joint controller agreement the law requires. Each Party will tell the other without undue delay about any personal data breach that affects the Campaign.
No competition, prize draw or giveaway may start until the Parties have approved written rules that state the organizer, eligible participants and territories, entry method and dates, how winners are selected, the prizes and who delivers them. Unless the rules state otherwise, the Brand is the organizer and supplies the prizes.
Warranties
Each Party warrants that it has the right and authority to enter into this Agreement and that doing so does not breach any other agreement that binds it.
The Influencer warrants that the Content, excluding Brand Materials and other material the Brand supplied, is original or properly licensed, and that its use as permitted under this Agreement will not infringe any third party’s rights.
The Brand warrants that the Brand Materials and the product information it provides are accurate and lawful, and that their use as permitted under this Agreement will not infringe any third party’s rights.
Liability and indemnity
Each Party (the “Indemnifying Party”) will indemnify the other Party against third-party claims, and the resulting losses, damages and reasonable legal costs, to the extent they arise from:
in the case of the Influencer, Content that breaches 5. or infringes a third party’s rights; and
in the case of the Brand, Brand Materials, product information or approved claims that are inaccurate, unlawful or infringe a third party’s rights, or defects in the Brand’s products.
Neither Party is liable under this clause to the extent a claim is caused by material supplied by, changes made by, or use beyond this Agreement by, the other Party.
The Party seeking indemnity will promptly notify the Indemnifying Party of the claim; a delay reduces the indemnity only to the extent it causes prejudice. The Indemnifying Party may control the defense with reasonably acceptable counsel, and the other Party will provide reasonable assistance at the Indemnifying Party’s cost. Neither Party will settle a claim in a way that admits fault by, or imposes obligations or payments on, the other Party without its written consent, which may not be unreasonably withheld.
Neither Party is liable for indirect or consequential loss. This does not exclude unpaid fees, earned commission, refunds or the reasonable direct costs of remedying a breach.
Each Party’s total liability under this Agreement is limited to the greater of Minimum liability cap and the total fees paid and payable under this Agreement.
Termination
Either Party may terminate this Agreement for convenience by giving Notice period written notice to the other Party.
Either Party may terminate this Agreement with immediate effect by written notice if the other Party commits a material breach of this Agreement and does not remedy it within Time to fix a breach after receiving written notice describing the breach.
The Brand may terminate this Agreement with immediate effect by written notice if the Influencer deliberately obtains artificial engagement in breach of 7., or commits a material breach of 5. or 12. that cannot reasonably be remedied. Either Party may terminate this Agreement with immediate effect by written notice if the other Party commits a breach of 12. that cannot reasonably be remedied.
If an event beyond a Party’s reasonable control prevents performance for more than Force majeure limit, either Party may terminate the affected Deliverables by written notice.
On termination or expiry:
the Brand will pay the agreed fees for all Deliverables properly completed before the termination date, commission on all purchases eligible under 8., and a fair proportion of the fees for usable work in progress;
if the Brand terminates for convenience, or the Influencer terminates because of the Brand’s breach, the Brand will also reimburse reasonable, documented costs the Influencer has committed to with the Brand’s prior approval and cannot cancel;
amounts the Brand has paid in advance are credited against these amounts, and the Influencer will refund any balance within 30 days;
the Usage Period continues for Content published before termination, unless the Brand terminated under 18. because of the Influencer’s breach of 5. or 12., in which case the Brand may stop using it, or the Influencer terminated because of the Brand’s breach, in which case the license ends on termination; and
claims for breach remain subject to 17..
Independent contractor
The Influencer acts as an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship, and neither Party may bind the other. Nothing in this Agreement excludes rights that the law grants and that cannot be excluded.
The Influencer is responsible for any fees owed to its own agent or management.
General
Notices under this Agreement must be in writing and sent by email or by post to the addresses stated above, or to another address a Party notifies in writing. An email notice is received on the next business day at the recipient’s location after it is sent, unless the sender receives a delivery failure message. Routine approvals and feedback under 4. may be given by email or through the platform used for the Campaign.
Neither Party may assign or transfer this Agreement without the other Party’s prior written consent, except that the Brand may assign it to a successor of its business on written notice.
This Agreement, including its Schedules, is the entire agreement between the Parties about its subject matter and replaces all earlier agreements and understandings.
Changes to fees, Deliverables, usage rights or any other term of this Agreement are valid only in writing, signed by both Parties. Signatures may be electronic.
If any provision is invalid or unenforceable, the rest of this Agreement remains in force, and the Parties will replace the invalid provision with a valid one that comes closest to its purpose.
A failure or delay in exercising a right is not a waiver of that right.
Neither Party is liable for a delay or failure caused by events beyond its reasonable control, provided it informs the other Party promptly and takes reasonable steps to limit the effects. Deadlines are extended accordingly, and payment obligations already due remain due.
This Agreement may be signed in counterparts and electronically, and each signed copy is an original.
Governing law and disputes
This Agreement is governed by the laws of Governing law.
The courts of Courts for disputes have exclusive jurisdiction over disputes arising from or in connection with this Agreement.
The Parties sign this Agreement below.
Schedule 1: Channels
| Social media accounts | ||||
|---|---|---|---|---|
| Platform | Handle or URL | Followers | As of | Known issues |
Schedule 2: Deliverables
| Platform | Content type and format | Number | Publication date | Required tags and links | Fee | Paid ads allowed |
|---|---|---|---|---|---|---|
Schedule 3: Products
Product | Quantity | Delivery date | Gift or loan | Retail value |
|---|---|---|---|---|
