🖼️Imagine this…

You’ve just snagged a brand deal, only to realize the Brand either (i) doesn’t have a UGC-specific contract for you to sign; (ii) fails to offer you a written contract at all; or (iii) worse, they have a contract for you to sign, but you cannot understand all the legal jargon (eek!).

You think about whether your friend’s weird uncle lawyer would be willing to review it, research how much a lawyer costs (also eek!), and start “Googling” all the terms to try and understand it all only to scroll all over the internet without any clear direction or insight…

You’re left wondering “what does ALL of this mean?” AND “what do other UGC Creators include in their contracts?!” 🤔

No need to fret – we’ve got you covered. 

We will show you 7 must-have terms to include in your UGC contract with the Brand. 

But understand that this is not an exhaustive list of every single thing that should be included in the contract, but hopefully, it will be a great starting point. 

And if you are hungry for more, our UGC Bundle (with a comprehensive outline of terms to include, a UGC-specific contract template, and a video explanation guide) covers all of these terms and more!

SCOPE OF WORK

You have to make the scope of work (i.e. the kind of services you provide) as clear as day to the Brand. 

Be as specific as possible.

Ask yourself what exactly are you providing or delivering to the Brand? Then, include your answer in the agreement. 

• How many deliverables and for which platform(s)?

• What is your turnaround time? (does it include enough time to get the product, use it, film and then edit?)

• How are you going to deliver the final content to the Brand?

• Is the Brand required to approve the deliverables before they pay?

• How many rounds of re-edits or revisions are included in the contract price?

• How many rounds of revisions (and yes, these are different than re-edits) are included in the contract price?

• Are there any add-ons?

The best way to avoid legal headaches and an unhappy client (i.e. the Brand) is to make sure there are no misunderstandings about what the Brand is purchasing from you.  

USAGE RIGHTS

You want to specify how long the Brand gets to use your content (aka the deliverables). 

This may include:

• That the license to use your content is non-transferable and revocable (i.e. they cannot share it with another brand and you can revoke their right to use)

• The length of the license (i.e. how long the Brand has to use your content)

Because you are giving the Brand the content, you’ll want to specify a specific allotted period of time. 

Some UGC creators allow the Brands to use the content for 3 or 6 months while others agree to a term of up to 1 year - there is no right or wrong answer and the choice is ultimately yours.   

OWNERSHIP

As the content creator, you own the intellectual property rights in the content that you create even if the Brand pays you for it. 

You’ll want to specify that you are retaining your ownership rights - your intellectual property rights - and that nothing in the agreement changes that.  

The same goes for the Brand - you’ll want the Brand to grant you a limited license to use the Brand’s intellectual property - like their trademark - to create the content. 

But, if you are giving up all your ownership rights in the content to the Brand, then that is more of a “work-for-hire” situation. 

You’ll see terms like “into perpetuity” meaning your name, voice, likeness and the like will be associated with that Brand forever and the Brand can use your content in any way they like - i.e. they could even resell it.  

It is no longer yours. 

If that’s the case, you may want to retain a limited right to use it for your own marketing purposes and you’ll need to include language to allow this use - if the Brand will agree to it. 

Either way, make it clear exactly what the Brand is getting, or not getting in terms of rights when it comes to the content you provide them. 

PAYMENT TERMS

In this clause, you’ll want to include:

• How you’ll get paid? (i.e. with a product or compensation, or both)

• When you’ll get paid? (i.e.  upon delivery of the content)

• What method of payment? (i.e. PayPal, Venmo)

• Currency

• Do you require partial compensation or a deposit? (i.e. 50% of the compensation paid upfront with the remainder paid upon delivery)

• What happens if there is a late payment? Will you charge interest? Make sure it's within the legal limit.

• What happens if the Brand cancels it? 

When it comes to money, it is super important to be very specific and transparent. 

TERM & TERMINATION

This is a finite partnership (unless it’s a retainer).  

State how long the partnership is for and when/how it can be terminated.  

INDEPENDENT CONTRACTOR 

It is important to include a clause that the contract does not form an employee relationship - if you are in fact, not an employee of the Brand.

Certain states have severe fines and penalties for the misclassification of employees/independent contractors.

But, it cannot just be a clause - both parties have to act like separate businesses. 

That is, the Brand cannot dictate how, where or when the UGC Creator performs its services. 

And, the Creator is solely responsible for their own taxes, withholdings, equipment, etc. (which is why it is important to charge your worth!) 🤑

INDEMNIFICATION CLAUSE

Indemnity is compensation for damages or loss.  

It allows for one party to be exempt from liability or damages and places the burden on the other party. 

It basically shifts liability away from one party and puts it on the other party  - known as the indemnifying party. 

The Brand will likely include an indemnification clause in the contract.

You’ll want to make sure that you are not agreeing to take on all of the liability and damages should the Brand get sued by a third party for any reason. 

You’ll also want to include one in your favor too. 

But, a general or overly broad mutual indemnification clause can cause issues. 

This clause and the proper language is extremely important.

Make sure you limit the clause to only compensate a party for harm or loss arising in connection with that particular party’s actions (or failure to act) as opposed to taking on all harm or loss for any reason. 

Want to see how each of these terms works in the contract, negotiate like a pro, and have your UGC-specific brand agreement ready to go in less than 10 minutes?

👉 Check out our UGC Bundle here or UGC Bundle Plus here and legally level up your content game. 

Already have a contract, but not sure if it includes everything? Have us review it for you (i.e. an attorney reads your contract before you sign it) and we’ll explain key terms, identify any red-flags and provide suggested language for you to use. 

 👉 Check out our UGC Legal Audit here. 

DISCLAIMER: The information provided in this blog post is for informational and educational purposes only.  This is not a substitute for customized legal advice - if you need legal advice, please consult with an attorney.  This is not a law firm.