Free social media manager contract template
with every clause that protects both sides.

Why it matters: Courts require identifiable parties with legal capacity for contract formation. A personal name where a business entity should sign, or a signatory without authority to bind the company, can void the agreement or direct liability to the wrong person.

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 role is specified.

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

Why it matters: "Manage our social media" is not a deliverable. Without specifying which platforms are included, the number and type of posts per month, whether paid advertising is in scope, and what reporting is provided, the manager may be expected to cover every platform the client uses at no extra charge.

What Clausio checks: That the platforms are listed by name, that the monthly post volume is specified per platform, that ad management is explicitly included or excluded, and that reporting deliverables (if any) are described.

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 — Restatement persuasive authority]

Why it matters: Without a content-approval clause, the manager may post content the client would have rejected — creating brand, legal, or reputational risk. Equally, without a deemed-approval provision, a client who ignores approval requests can paralyze the manager's posting schedule while still expecting deliverables to hit.

What Clausio checks: That an approval process is defined (submission method, review window), that a deemed-approval period is included, and that the contract allocates liability for content posted under the approval process.

Legal basis: General contract law — acceptance is a required element of performance (Restatement (Second) of Contracts §§ 50, 58). A deemed-approval clause creates a contractual standard for timely client action. [Confidence: medium — Restatement persuasive authority]

Why it matters: Original captions, graphic concepts, and content calendars created by the manager are copyrightable works. Without a written assignment, the manager retains copyright in them regardless of payment — meaning the client does not legally own the content being posted to their own profiles. The contract should carve out the manager's proprietary templates, strategy frameworks, and tools, which the manager retains.

What Clausio checks: Whether the contract includes a written copyright assignment for client-directed content, and whether the manager's pre-existing tools and templates are excluded from the assignment.

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. Most freelance social content does not qualify — a written copyright assignment is required instead. 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 social media manager must have access to client accounts to do their job — but unsecured, undocumented access creates security risk and, at termination, can leave a client locked out of their own profiles. The contract should specify how access is granted (preferred: platform-native admin roles, not shared passwords), what level of permissions the manager holds, and who is responsible for the security of shared credentials.

What Clausio checks: That the access method and permission level are defined, and that the contract prohibits the manager from using client accounts for any purpose outside the engagement.

Legal basis: The Computer Fraud and Abuse Act (CFAA), 18 U.S.C. § 1030, prohibits unauthorized access to computer systems. A written access clause clarifies what access is authorized — relevant if a dispute arises over the scope of the manager's access. [Confidence: medium — CFAA application to credentialed access disputes involves fact-specific analysis]

Why it matters: This is the most commonly disputed clause in social media management engagements. When the relationship ends, the client needs full administrative control of their profiles, ad accounts, pixel data, and connected assets — immediately. Without a written transfer obligation, a manager who is upset about the termination can delay or complicate handover, effectively holding the client's audience hostage.

What Clausio checks: That the contract requires the manager to transfer all account access, remove themselves from admin roles, and return or destroy any downloaded data within a specified number of days of termination.

Legal basis: General contract law — a written obligation to transfer access at termination creates a clear contractual duty enforceable by injunction or specific performance in addition to damages. [Confidence: medium — general contract principles; specific relief depends on jurisdiction and facts]

Why it matters: Social media management is typically ongoing, making retainer structures — monthly flat fee, advance payment, auto-renewal — common. Without written retainer terms, a client may stop paying while the manager continues working, or dispute how many months of notice are required to cancel the retainer.

What Clausio checks: That the monthly fee, payment due date, advance-payment requirement (if any), late-payment consequences, and notice period for cancelling the retainer are all specified.

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

Why it matters: Social media managers often have access to unpublished campaign plans, engagement analytics, customer audience data, and direct message inboxes. Without a confidentiality clause, the client's remedy for unauthorized disclosure is limited to trade secret law — harder to enforce than a written contractual obligation.

What Clausio checks: That confidential information is defined, the manager's obligations are stated, and a DTSA whistleblower-immunity notice is included (required to preserve eligibility for exemplary damages and attorney's fees under 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; remedies include injunctions, actual damages, and up to doubled damages for willful misappropriation. 18 U.S.C. § 1833(b) — parties entering confidentiality agreements must provide written notice of DTSA whistleblower immunity; failure forfeits eligibility for exemplary damages and attorney's fees. Uniform Trade Secrets Act (UTSA) — adopted by 48 states and DC.

Why it matters: Misclassifying a social media manager who works regular hours, uses the client's tools, and follows detailed daily instructions as an employee — rather than an independent contractor — can trigger retroactive payroll tax and benefits liability. A liability cap prevents a manager from facing damages that dwarf the monthly retainer if a post causes brand or business harm.

What Clausio checks: That IC status is documented and that a mutual liability cap (typically the total retainer paid) with exclusion of consequential damages is present.

Legal basis (high confidence): IRS Common-Law Test — behavioral control, financial control, type of relationship. IRS guidance. California: ABC test (Lab. Code § 2750.3 / AB5). UCC § 2-719 — parties may contractually limit or exclude consequential damages unless unconscionable.

Why it matters: Without a governing-law clause, courts apply conflict-of-laws rules that may select a state whose IC classification rules or non-solicitation enforceability differ from what both parties expected. Without a dispute resolution clause, a retainer dispute defaults to state-court litigation disproportionate to the monthly fee at stake.

What Clausio checks: That governing law and venue are specified, and that a dispute resolution mechanism is named.

Legal basis: Restatement (Second) of Conflict of Laws § 187 (1971) — courts enforce the parties' chosen governing law unless the chosen state has no substantial relationship to the transaction. [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.