Brand Deals, Endorsements and Talent Agreements
A brand-deal or endorsement agreement sets what the creator delivers, how the brand may use the content and the creator’s likeness, how long exclusivity lasts and how either side ends the deal. The FTC’s Endorsement Guides call for clear disclosure of material connections, and the FTC enforces them under Section 5 of the FTC Act. We negotiate and review brand deals, endorsement agreements and talent agreements for creators. We draft influencer agreements for brands.
What terms matter in a brand deal?
| Term | What to check |
|---|---|
| Deliverables | What content, on which platforms, by when and how many revisions |
| Usage rights | Organic posting only, or also paid amplification, websites, packaging and email; media, territory and duration |
| Name and likeness | Whether the brand may use the creator’s name, image or voice beyond the posts, and any use in synthetic media |
| Exclusivity | Which categories, how long and whether the creator can work with competitors afterwards |
| Approval | Who approves content, how quickly and on what grounds, so edits do not delay or distort the post |
| Compensation | Amounts, timing and what happens if the campaign is cancelled |
| Ownership | Who owns the content; a license of usage rights is not an assignment |
| Conduct and termination | Morals or conduct clauses, termination rights and what survives |
| Indemnity and liability | Who is responsible for claims about the product and for infringement in the content |
The usage and exclusivity terms usually limit the creator’s future income more than any other terms do. Ask for a defined end date for each right.
What do the FTC’s endorsement rules require?
The FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255) require a clear and conspicuous disclosure of any material connection between an endorser and the brand, such as payment, gifted products or a family or business tie (16 C.F.R. § 255.5). Endorsements must reflect the endorser’s honest opinions and genuine experience, and the endorser cannot make claims about a product that the advertiser could not substantiate. Both the endorser and the brand can have responsibility, so agreements should say who drafts the disclosure, how it appears on each platform and what happens if a post needs to be corrected. The FTC’s rule on consumer reviews and testimonials (16 C.F.R. Part 465) also addresses fake reviews and the buying or selling of fake indicators of social-media influence, so a creator should not buy followers or engagement.
What about talent management and agency agreements?
Representation agreements (with a manager, agent or talent company) usually set a commission on deals, an exclusive term, authority to negotiate and what happens to commissions after the agreement ends. Check the term and any automatic renewal, whether the commission applies to deals the creator found alone, how long post-term commissions last, who can sign on the creator’s behalf and whether the representative gets any rights in the creator’s name or content. See trademarking your name and brand for why that last point matters.
Some states license anyone who procures deals for talent. In California, a manager who pitches or closes brand deals without a talent agency license puts the agreement and the commissions at risk (Cal. Lab. Code § 1700.5. Marathon Entertainment v. Blasi, 42 Cal. 4th 974 (2008)). New York licenses employment agencies for artists and exempts managers only when finding work is incidental to what they do (N.Y. Gen. Bus. Law §§ 171(8), 172). We review representation agreements against these rules. We act as your lawyer and do not find or pitch deals for you.
What should a brand include in an influencer agreement?
The brand carries the claims risk. When a creator repeats a product claim the brand has no proof for, the FTC can hold the brand responsible, and the brand’s own listing and advertising claims get pulled into the same review. The agreement is the brand’s only control over what the creator says, when the brand sees it and what happens to the content once the campaign ends. We draft influencer agreements for brands with those controls in place and without slowing the campaign. See compliance with laws for online businesses.
Why do creators lose on these deals?
Because the money is visible and the rights are not. A flat fee is easy to compare. A perpetual, all-media grant of your likeness is not, and it is the term the brand’s lawyer wrote the contract around. The usage grant, the exclusivity window and the ownership language decide whether this deal costs you the next three. We read those terms the way the brand’s lawyer does and negotiate them before you sign. See copyright in your content.
The Contracts section also lists influencer contracts; see contracts for online businesses.
How do I get started?
Contact us. Tell us whether you are the creator or the brand, and send the draft or the deal terms, and we will tell you whether we can help.
Paul Rafelson is admitted in Florida and New Jersey. Katie Dariano is admitted in New York. For a matter governed by another state’s law, or in another state’s courts, we bring in local counsel or seek admission as the rules require.
Realistic expectations
- We cannot guarantee a counterparty accepts a change or a deal produces any particular result.
- FTC rules and platform policies change.
- Laws, platform programs and their terms change; confirm current terms before acting.
- Past results do not guarantee similar outcomes.
Frequently asked questions
What are the most important terms in an influencer brand deal?
What does the FTC require when I post sponsored content?
Can a brand use my content in its own ads?
How long should exclusivity last?
Is it a problem to buy followers or engagement?
What should I check in a talent management agreement?
Do you represent brands as well as creators?
Related pages
Legal protection for influencers
The overview.
Copyright in your content
Owning and licensing content.
Protecting your name, image and likeness
Limiting use of your likeness.
Contracts for online businesses
The other agreements a business runs on.
Sources and notes
- FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising, 16 C.F.R. Part 255 (including § 255.5, disclosure of material connections); FTC Trade Regulation Rule on the Use of Consumer Reviews and Testimonials, 16 C.F.R. Part 465; FTC, Disclosures 101 for Social Media Influencers (Nov. 2019), ftc.gov.
- Cal. Lab. Code § 1700.5; Marathon Entertainment v. Blasi, 42 Cal. 4th 974 (2008); N.Y. Gen. Bus. Law §§ 171(8), 172.
Talk to a lawyer about a brand deal or talent agreement
Bring the draft agreement, the deliverables and any deadline.
Rafelson Law PLLC · 2255 Glades Rd, Suite 319A, Boca Raton, FL 33431
Phone: (833) 326-6529 · Email: [email protected]
Informational only; not legal advice. Contacting us does not create an attorney-client relationship, which begins only with a signed written engagement. Please do not send confidential details until we confirm in writing that we represent you. If you face a deadline, say so in your first message.