Free influencer collaboration agreement template
with every clause that protects creator and brand.

Why it matters: The agreement must name the brand (or agency acting on the brand's behalf), the creator, and the specific social media accounts or channels covered. Agency-managed deals can create ambiguity about who is the contracting party and who bears FTC compliance liability — the brand, the agency, or the creator.

What Clausio checks: That both parties are identified by legal name and entity type, that any agency role is specified, and that the covered platforms and accounts are named.

Legal basis: Restatement (Second) of Contracts §§ 9, 12–17 (1981) — contract formation requires identifiable parties with legal capacity. [Confidence: medium — Restatement is widely adopted persuasive authority; ALI text is paywalled]

Why it matters: "A few posts" is not a deliverable. Without specifying content format (video, static image, Story, Reel, podcast mention), quantity, platform, and minimum duration of posting, disputes about what was promised are inevitable. Payment disputes in influencer deals almost always stem from an undefined scope.

What Clausio checks: That deliverables specify content type, quantity, target platform(s), minimum posting duration (especially for Stories), and any performance or technical specifications (aspect ratio, length, hashtag requirements).

Legal basis: Restatement (Second) of Contracts §§ 201–203 (1981) — ambiguities in a standardized agreement are construed against the party who supplied the language (contra proferentem). [Confidence: medium]

Why it matters: The FTC requires that any material connection between a brand and a creator — including payment, free products, or a financial interest — be clearly and conspicuously disclosed to the audience. "Clear and conspicuous" means the disclosure must be hard to miss; a small hashtag buried in a caption does not qualify. Both the brand and the creator can face FTC action for non-disclosure. An agreement that documents the agreed disclosure language and assigns responsibility protects both parties.

What Clausio checks: That the agreement includes a FTC disclosure obligation, specifies the disclosure language or format (#ad, #sponsored, a platform's native paid-partnership label), assigns responsibility for compliance to the creator, and gives the brand a right to request corrections for non-compliant posts.

Legal basis (high confidence): FTC Endorsement Guides, 16 C.F.R. Part 255 — material connections between endorsers and advertisers must be clearly and conspicuously disclosed. The 2023 update to the Guides explicitly addresses social media influencers and requires disclosures that consumers will notice and understand. Failure to disclose is an unfair or deceptive act or practice under Section 5 of the FTC Act (15 U.S.C. § 45).

Why it matters: Brands want review rights before content goes live. Creators want to protect their voice and avoid becoming a mouthpiece for scripted messaging that damages their audience relationship. Without a defined approval process — review window, number of revision rounds, deemed-approved rule — an agreement can stall indefinitely or erupt in a dispute about whether the brand had approval rights at all.

What Clausio checks: That the agreement specifies the review and approval timeline, the number of permitted revision rounds, what happens if the brand does not respond within the review window (deemed approved), and any brand-safety restrictions on content the creator may not produce.

Legal basis: Restatement (Second) of Contracts §§ 201–203 (1981) — ambiguous approval rights are construed against the drafter. [Confidence: medium]

Why it matters: Without a written license or copyright assignment, the creator owns the content they produced — even if the brand paid for it. A brand that reposts, licenses, or runs a creator's content in paid ads without explicit written permission is infringing the creator's copyright. The scope of the usage license (platforms, duration, exclusivity, paid media use) is one of the most negotiated terms in influencer deals.

What Clausio checks: That the agreement grants the brand an explicit license (or copyright assignment) covering the platforms, duration, and uses the brand intends — including whether the brand can use the content in paid advertising (which typically requires a broader license and higher fee). Flags if usage rights are silent.

Legal basis (high confidence): 17 U.S.C. § 101 — a commissioned work is a "work made for hire" only within one of nine statutory categories plus a signed written instrument; most influencer content does not qualify. 17 U.S.C. § 204(a) — any transfer of copyright ownership must be in writing and signed; oral agreements do not transfer copyright. Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989) — an independent contractor's work does not automatically vest copyright in the hiring party.

Why it matters: A brand may pay a premium specifically because the creator will not work with competing brands during the campaign window. Without a clear exclusivity clause defining the restricted category, duration, and geographic scope, a creator who posts for a competing product the day after the collaboration goes live has not necessarily breached anything.

What Clausio checks: That the exclusivity window, restricted product or brand category, and any geographic scope are clearly defined. Flags if exclusivity language is vague or open-ended.

Legal basis: Restatement (Second) of Contracts §§ 201–203 — ambiguous restrictive terms are construed against the drafter. Overly broad exclusivity clauses may raise enforceability concerns under state law, particularly in California (Bus. & Prof. Code § 16600). [Confidence: medium]

Why it matters: Influencer fees vary widely: flat fee per post, fee plus affiliate commission, product-only (gifted), or performance-based. Without agreed payment terms, a creator who completes deliverables has no contractual mechanism to collect — only an uncertain quantum meruit claim. For NYC-based creators, the Freelance Isn't Free Act provides additional protections for contracts over $800.

What Clausio checks: That the fee structure and amount are specified, that the payment trigger (upon delivery, upon posting, upon approval) is stated, that the payment timeline is defined, and that late-payment consequences are included.

Legal basis: Restatement (Second) of Contracts § 347 — expectation damages for non-payment. NYC creators may also have rights under the NYC Freelance Isn't Free Act (N.Y.C. Admin. Code § 20-928) for contracts over $800. [Confidence: medium for Restatement; NYC statute high]

Why it matters: Influencer marketing that makes false or misleading product claims can expose both the creator and the brand to FTC enforcement and state consumer protection liability. A warranty clause allocates responsibility: the brand warrants that the approved messaging is accurate; the creator warrants that they will not make additional claims beyond approved messaging.

What Clausio checks: That the agreement includes representations from both parties about the accuracy of claims, that the creator's obligation not to make unapproved product claims is specified, and that the brand's indemnification for claims arising from approved messaging is included.

Legal basis: FTC Act, 15 U.S.C. § 45 — unfair or deceptive acts or practices, including false advertising. FTC Endorsement Guides, 16 C.F.R. Part 255 — endorsers may not make claims that cannot be substantiated by the advertiser. [Confidence: high for FTC Act; medium for allocation between parties]

Why it matters: Brand collaborations often involve advance information about unreleased products, campaign strategy, or pricing that the brand does not want disclosed before launch. A confidentiality clause prevents the creator from teasing the deal, posting behind-the-scenes content prematurely, or discussing terms publicly.

What Clausio checks: That confidential information is defined, that the creator's obligations are specified, that any embargo period is stated (especially for product launches), and that the DTSA whistleblower-immunity notice is included where business trade secrets may be involved (18 U.S.C. § 1833(b)).

Legal basis (high confidence): Defend Trade Secrets Act (DTSA), 18 U.S.C. § 1836 — federal civil cause of action for trade-secret misappropriation. 18 U.S.C. § 1833(b) — written notice of DTSA whistleblower immunity is required to preserve eligibility for exemplary damages and attorney's fees.

Why it matters: Influencer deals often cross state and national lines — a creator in California working with a brand headquartered in New York for a campaign running globally. Without a governing-law clause, a dispute requires a conflict-of-laws analysis. A termination clause ensures either party can exit cleanly if the creator violates brand-safety terms or the brand cancels the campaign mid-execution.

What Clausio checks: That governing law, venue, and dispute resolution are specified, and that the agreement defines what happens to payment and content ownership if the contract is terminated early (by either party).

Legal basis: Restatement (Second) of Conflict of Laws § 187 (1971) — courts enforce parties' chosen governing law unless the chosen state has no substantial relationship to the transaction or applying it would violate a fundamental policy of the state with the greater interest. [Confidence: medium]
Federal Arbitration Act, 9 U.S.C. § 2 (high confidence) — a written arbitration clause "shall be valid, irrevocable, and enforceable" save for standard contract defenses.