Influencer marketing agreement

curl -X POST https://dealroom.todo.law/api/v1/agent/contracts \
  -H "Authorization: Bearer drk_YOUR_KEY" \
  -H "Content-Type: application/json" \
  -H "Idempotency-Key: $(uuidgen)" \
  -d '{
    "contractType": "INFLUENCER_MARKETING",
    "governingLaw": "ENGLAND_WALES",
    "language": "en",
    "party": {
      "legalName": "Your company"
    },
    "counterparty": {
      "legalName": "The other company"
    },
    "terms": {
      "campaign-name": "<campaign-name>",
      "total-compensation": "10000",
      "num-deliverables": "12"
    },
    "inline": "md"
  }'

What it is and when it is used

This agreement is used when a brand or advertiser engages a content creator to produce and publish sponsored posts, stories, videos or similar content for a named campaign. The parties record the campaign name, total compensation and number of deliverables, and optionally the campaign dates. Standard terms cover the creator's representations (authentic accounts, original content, compliance with advertising rules), brand materials, confidentiality, mutual indemnities, a liability cap equal to the total compensation and the creator's status as an independent contractor.

Who signs it and in which role

The Brand (the company or advertiser) and the Creator (the influencer, an individual or entity).

Key clauses

Compensation and payment

A flat fee per deliverable, performance-based pay (CPA or CPM), or a hybrid of base fee and bonuses. Payment can be fully upfront, in milestones (50% on signing, 25% on approval and 25% after publication) or NET 30 after the campaign.

Deliverables and approval

A detailed content schedule with up to three revision rounds, a flexible creative brief with one round, or collaborative co-creation with two rounds. Content can need mandatory pre-approval or be published within agreed guidelines.

Usage rights and ownership

Organic posting only, organic plus paid amplification for ninety days, or a perpetual multi-channel licence. Ownership stays with the Creator, passes to the Brand by assignment, or is shared through a licence.

Exclusivity

Category exclusivity during the campaign, an extended non-compete for 90 days after it in exchange for an additional exclusivity fee, or no restriction.

Special relevance status (Spain only)

For Spanish-law agreements, the creator either declares that it is a registered user of special relevance under the audiovisual law (Royal Decree 444/2024: gross income of EUR 300,000 or more and an audience of one million followers on one platform or two million across platforms, with at least 24 videos, in the previous year), with evidence of registration before the first post, or declares that it is below those thresholds and must tell the Brand within 15 days if it crosses them.

Disclosure and reporting

Disclosure wording set by the Brand or managed by the Creator. Full analytics access with weekly reports, or monthly summary reports.

Morality and termination

A brand-only or bilateral morality clause. On termination, the Brand may require takedown, content may stay live, or the parties decide together (content stays live if they disagree).

What the two sides usually negotiate

The Brand prefers performance pay, a detailed schedule, mandatory pre-approval, a perpetual licence or full assignment, an extended non-compete, full analytics access, a brand-only morality clause, post-campaign payment and a takedown right. The Creator prefers flat or upfront fees, a flexible brief, organic-only use, retained ownership and no exclusivity. The balanced positions are hybrid compensation, collaborative co-creation, a bilateral morality clause, milestone payments and a shared licence, with paid amplification, category exclusivity during the campaign and a joint takedown decision close to the middle. When the parties disagree, Dealroom proposes these options, weighted by how firmly each side holds its position.

Jurisdictions and languages Dealroom supports for it

Dealroom drafts this agreement under the law of California, England and Wales or Spain, in English or Spanish. For California, the template refers to the FTC Endorsement Guides, the FTC rule against fake testimonials and bought indicators of social media influence, the CCPA and CPRA and the limits on non-competes under section 16600, with disputes in the courts of Los Angeles County. For England and Wales, to the CAP Code, ASA and CMA influencer guidance, the Digital Markets, Competition and Consumers Act 2024 (which replaced the Consumer Protection from Unfair Trading Regulations 2008), UK GDPR and the Unfair Contract Terms Act 1977. For Spain, to the influencer advertising code of AUTOCONTROL and its partners (in force since 1 October 2025), the LSSI-CE, the Ley General de Publicidad, data protection law, the creator's inalienable moral rights and the audiovisual rules for users of special relevance, with disputes in the courts of Madrid.

Common mistakes

• Vague deliverables. They lead to scope disputes; overly rigid ones stifle authenticity.
• Approval that controls the message. Pre-approval can raise FTC concerns if it implies the brand controls the endorsement.
• Confusing licence and ownership. A perpetual licence transfers value without transferring copyright.
• Post-campaign non-competes in California. They are generally unenforceable there; in Spain they need adequate compensation.
• Weak disclosure. Both parties face fines and reputational damage.
• Ignoring takedown practicalities. Removing published content may not erase its impact and can be hard across platforms.