Influencer Contracts
Everything you need to know about Social Media Influencer Agreements and Brand Ambassador contracts in the UK
What is a social media influencer contract?
It’s the legal agreement between a brand owner and a social media influencer or brand ambassador. As is usual with legal contracts, each side has different objectives. The brand owner wants to protect and enhance their brand, get value from their investment and minimise risk if things go wrong. Whereas the influencer wants to be fairly paid, be clear about their obligations and preserve their own reputation.
Deliverables in influencer and brand ambassador agreements.
The influencer contract must clearly define the deliverables. The brand needs to know what they are getting for their money. And the influencer must understand exactly what is required of them… What kind of social posts? Videos, photos, stories, tweets etc? How many, how often and for how long? Which tags/hashtags/links to include? On which social media platforms? In which territories? Etc.
Brand ambassadors, who typically use the products they promote, tend to have longer ongoing relationships with their brands. Their obligations may not be limited to a specific number/type of posts. Still, it’s in both parties’ interests to ensure that the ambassador contract defines the ambassador’s duties as precisely as possible.
If the ambassador is attending brand events, the ambassador agreement should spell out exactly what the brand wants from the ambassador on the day. Also, what happens if, say, either side cancels or the event is postponed.
What about creative control over influencer content?
Does the social media influencer or ambassador decide what to post? Or do they have to clear their content with the brand? Will the brand supply branding imagery and photos etc? Are there branding guidelines? Will the brand impose content limitations, i.e., in addition to the obvious – not trashing the brand!
Brands may also want the influencer contract to cover engagement responses. For example, some brands like to informed/consulted about any negative reaction to an influencer post.
Paying social media influencers and brand ambassadors
Maybe the influencer is just receiving free or discounted products. If so, the influencer agreement should clarify what the influencer will receive, and when.
If the brand is paying, then how much and when? Are travel expenses included in the case of influencer or ambassador events?
Sometimes influencer payment is linked to performance, such as sales generated through the influencer’s activity. If so, the contract should explain exactly how the payment will be calculated. Influencers often also insist on the right to audit the payment records.
Intellectual property rights (IPR) in influencer contracts
Yet another important issue to cover. Brands always want to keep ownership of any of their branding/content included in the influencer post. Whereas influencers will often want to keep ownership of the rest of their content. Sometimes influencers will charge extra to allow brands to reuse their posts.
Also, the brand will want to ensure that the influencer’s content doesn’t breach anyone else’s IPR. If say an influencer incorporates music into their video without the copyright owner’s permission, that could damage the reputation of both brand and influencer. Not to mention leaving them open to legal action by the copyright owner.
Regulation of social media influencers and ambassadors
The activity of influencers and ambassadors is covered by the regulations about advertising. Indeed, the Advertising Standards Authority (ASA) has issued guidance specifically for influencers called “An Influencer’s Guide to making clear that ad are ads”. As the title suggests, a crucial requirement here is for influencers to tell users that their post is effectively an ad, e.g., by including an #ad# or #advertisement# hashtag right at the start.
The main responsibility here falls on the influencer. However, influencer non-compliance might reflect badly on the brand. So we recommend that brands reiterate the core advertising obligations in the agreement, so that influencers are clear what they need to do.
Confidentiality in influencer agreements
Sometimes brands entrust sensitive information to influencers or brand ambassadors, such as details about new product launches. If so, then the influencer agreement must include a confidentiality clause – unless already adequately covered in a non-disclosure agreement (NDA).
Exclusivity
This is another important brand issue. Brands often want to stop influencers, especially brand ambassadors, working for their competitors at the same time. The exclusivity clause should carefully define the relevant industry and otherwise delineate the restrictions on the ambassador. However, these should be drawn as narrowly as possible to minimise the risk that a court would strike them down.
Emergency exits
Each side will want the right to quickly end the influencer or brand ambassador agreement if the other does something seriously wrong. Or if continued association is otherwise likely to damage their reputation, e.g., because the other has become embroiled in a scandal. As part of this, either the brand or the influencer may want the right to delete some or all of the influencer’s content relevant to that brand.
Regulation of social media influencers and ambassadors
The activity of influencers and ambassadors is covered by the regulations about
Other considerations
The above are examples only of the kinds of issues that should be covered in the influencer/brand ambassador agreement. Other topics include legal clauses such as “limitation of liability”, “warranties” and “indemnities”, etc.
Speak to us
If you contact us here at Adlex Solicitors, we’ll run through your requirements and quote to provide a tailored social media influencer/brand ambassador contract.