Free podcast production agreement template
with every clause that matters.

Why it matters: Podcast production often involves personal brands — the host is an individual but the production company is an LLC. Using a personal name when a business entity is the contracting party shifts liability unpredictably. If the show is owned by an LLC, the LLC should be the signatory — not the host personally.

What Clausio checks: That both parties are identified by legal name, that any company is identified as a legal entity (LLC, Corp, etc.), and that the signatory's role and authority are stated.

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

Why it matters: Podcast production scope disputes are among the most common in creative services. "Produce our podcast" can mean audio editing only, or it can mean editing, mastering, show notes, transcript, chapter markers, audiograms, YouTube upload, and social media clips — all for the same flat fee. Without a precise list of what is and is not included per episode, scope creep is predictable. Courts construe ambiguous scopes against the drafter.

What Clausio checks: That specific deliverables per episode are itemized (audio file format, mastered output, additional assets), that delivery timelines are defined, and that out-of-scope deliverables are explicitly listed. Flags scope described only as "podcast production" without itemization.

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

Why it matters: Without a written copyright assignment, the producer retains copyright in every audio recording they create, every piece of original music they compose, and every sound design element they produce. The client who paid for the show may discover they do not own it. This is the single most consequential missing clause in podcast agreements — particularly when the host and producer later split.

What Clausio checks: Whether the agreement includes a written copyright assignment for final audio files, raw recordings, and show-specific assets (intro music, jingles, templates) conditioned on full payment. Also checks whether the producer's pre-existing tools, general templates, and licensed music are carved out. Flags if IP ownership is absent or ambiguous.

Legal basis (high confidence): 17 U.S.C. § 101 — a commissioned work is a "work made for hire" only if it falls within one of nine statutory categories AND a signed written instrument designates it as such. Podcast audio produced by an independent contractor generally does not qualify — a written copyright assignment is required. 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 podcast's distribution involves platform agreements (Spotify, Apple Podcasts, RSS feed hosting) that operate separately from the production relationship. Without clarity on who controls the RSS feed, who holds the hosting account, and whether the producer has any publishing rights, a producer who controls the RSS feed can effectively hold the show's back catalog hostage when the relationship ends.

What Clausio checks: That the agreement specifies who owns and controls the RSS feed and hosting account, who is responsible for publishing each episode, and that all platform accounts remain the property of the client regardless of who created them. Flags if the producer controls distribution but no account-ownership clause exists.

Legal basis: General contract and agency law — an agent (producer) who controls distribution accounts on behalf of the principal (client) holds those accounts in a fiduciary capacity; the agreement should make client ownership express. Restatement (Third) of Agency § 8.01 — an agent has a duty to act for the benefit of the principal in all matters connected with the agency. [Confidence: medium — Restatement persuasive authority]

Why it matters: Once a podcast reaches scale, sponsorship revenue can be significant. Without a clause addressing who controls sponsorship relationships, how host-read ads are approved, whether the producer receives any share of ad revenue, and how dynamically inserted ads interact with the production fee, disputes over money are almost certain.

What Clausio checks: That the agreement addresses who negotiates and approves sponsorships, how host-read versus programmatic ads are handled, whether the production fee is all-in or whether the producer receives additional compensation for ad-related production work, and who receives sponsorship payments. Flags if sponsorship is likely but no clause addresses it.

Legal basis: General contract law — compensation owed to a party beyond the stated fee requires express agreement; implied compensation for additional services is uncertain and contested. Restatement (Second) of Contracts § 347 — the measure of damages for breach is the expectation interest as defined by the agreement's express terms. [Confidence: medium — Restatement persuasive authority]

Why it matters: A producer who records and edits an episode that the client decides not to publish has invested time and labor with no recourse unless a kill fee is defined. Similarly, a production commitment with no cancellation provision locks the host into an ongoing obligation with no exit. A kill fee — typically a percentage of the per-episode fee — compensates the producer for completed work that the client elects not to use.

What Clausio checks: That the agreement defines a kill fee for episodes cancelled after production begins, specifies at what stage the kill fee triggers (pre-recording, post-recording, post-editing), and addresses what happens to partially completed episodes. Flags if no cancellation or kill fee provision exists.

Legal basis: Restatement (Second) of Contracts § 347 — a non-breaching party is entitled to its expectation interest; a kill fee is a contractual approximation of damages for work performed but not published. General contract law — agreed liquidated damages clauses are enforceable when actual damages are difficult to calculate and the agreed amount is a reasonable estimate, not a penalty. [Confidence: medium — Restatement persuasive authority]

Why it matters: A podcast producer may hear unreleased episode content, guest conversations, business strategy discussed on-mic, and sensitive information shared off-record. Without a confidentiality clause, a client's only remedy for unauthorized disclosure is trade secret law — a harder standard. A written clause with a DTSA whistleblower notice creates a contractual cause of action and preserves the strongest federal remedies.

What Clausio checks: That confidential information (unreleased recordings, guest information, business discussions) is defined, the producer's obligations during and after the engagement are stated, and the DTSA § 1833(b) whistleblower immunity notice is included.

Legal basis (high confidence): Defend Trade Secrets Act (DTSA), 18 U.S.C. § 1836 — federal civil cause of action for trade-secret misappropriation; remedies include injunctions and up to doubled damages for willful misappropriation. 18 U.S.C. § 1833(b) — failure to include DTSA whistleblower notice forfeits eligibility for exemplary damages and attorney's fees. Uniform Trade Secrets Act (UTSA) — adopted by 48 states and DC, providing parallel state-level protection.

Why it matters: Podcast production is typically billed per episode, per month, or as a project retainer. Without clear payment terms — when invoices are due, what the late-payment consequence is, and whether the producer can pause publishing for non-payment — the producer's recourse on a missed payment is a lawsuit. NYC freelance producers on contracts over $800 also have statutory payment protections.

What Clausio checks: That the per-episode fee or monthly retainer, billing cycle, payment due date, and late-payment consequences are specified. Flags if payment terms are absent.

Legal basis: Restatement (Second) of Contracts § 347 — measure of damages for breach is the expectation interest. N.Y.C. Admin. Code § 20-928 — NYC Freelance Isn't Free Act applies to freelance podcast production engagements over $800; failure to pay triggers double damages. [Confidence: medium for Restatement; NYC statute high]

Why it matters: A producer who publishes an episode containing defamatory content — even if the host said it and approved the edit — could face liability claims from third parties. Without a liability cap and a mutual indemnification clause, the producer's exposure is unbounded relative to a per-episode fee. A cap set at the total fees paid in the prior period is standard in professional production agreements.

What Clausio checks: That a liability cap exists and that categories of excluded damages (indirect, consequential, third-party defamation claims arising from host content) are specified. Flags if there is no cap.

Legal basis (high confidence): UCC § 2-719 — parties may contractually limit or exclude consequential damages unless unconscionable; limitation of commercial consequential damages is not prima facie unconscionable. Generally enforceable in US B2B contracts; courts apply heightened scrutiny for gross negligence or willful misconduct.

Why it matters: A podcast production retainer with no termination clause — or no handoff procedure — can leave the host without access to their own back catalog, show assets, and RSS feed credentials when the producer departs. A notice period protects the producer from sudden loss of income; a handoff obligation protects the host from losing control of their show.

What Clausio checks: That the agreement specifies a notice period, what is owed through the termination date, and what the producer must deliver on termination — raw audio files, project files, platform credentials, and documentation. Flags if no termination or handoff clause exists.

Legal basis: Restatement (Second) of Contracts §§ 237, 241 — a party's duty to perform is suspended when the other commits a material breach; factors for materiality include extent of deprivation of expected benefit and adequacy of money damages. [Confidence: medium — Restatement persuasive authority]