The Influencer Agreements Series: Contract Review

Our tenth minisode of the seventh season of “The Creative Influencer” podcast is available today for download on iTunes, Spotify, and premier platforms everywhere. In this minisode, Jon begins our in-depth discussion of influencer agreements and Brand deals. He starts with an overview of the steps of reviewing an influencer brand deal, then walks through the essential components and some of the legal sections to watch out for. In the minisodes to come, we continue to take a deep dive into each.

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A transcript of the episode follows:

This is minisode ten of the seventh season of The Creative Influencer podcast. Today, we’ll discuss contract review and the systematic approach I use to review brand agreements that are presented to my influencer clients.

The first thing I do when I receive an influencer brand agreement is to confirm that the agreement actually reflects the basic terms that were agreed to. Many times, the person who negotiated the deal with me does not accurately communicate the deal terms to the person drafting the agreement. That results in a contract that doesn’t match the agreed deal. That’s when we push back. We tell the brand or agency that the agreement must be changed to track our deal.

This is the time for an important aside.

Rarely does a brand ask the influencer to provide an agreement. Instead, the influencer will be presented with the brand’s “standard” agreement. And that is exactly what they will say – “this is our standard agreement.” You should take that with a grain of salt.  With rare exceptions, agreements are always negotiable and that is where I come in.

Back to my review of brand agreements.

After confirming that the agreement reflects the terms that were agreed to, I perform a “high level” review. A contract and any attachments may have been handled by a number of people over time, with varying skill levels and knowledge, often developed using cut-and-paste techniques using various other documents, prepared in a hurry, and so on.

As obvious as it sounds, I read the entire contract with the goal of drafting an agreement that is understandable to anyone who reads it. Readability is paramount. With that in mind, I highlight any provision that I do not understand or is unclear with a yellow highlighter. Statements are too long, convoluted or poorly expressed must be fixed.

Now it is time for my “deep dive” review. I read the contract again but look for the following things:

• Ambiguities. Is there a word or phrase that could mean different things? Is there a provision that is vague or too broad? Is there a statement or conclusion doesn't make sense?
• Incomplete provisions. I there a statement or idea that is not fully expressed in the agreement?
• Are there inconsistencies where different parts of a statement or document do not match? Or worse, contradictions where a statement is opposite to one that appears elsewhere in the agreement.
• Next, punctuation. Yes punctuation. The meaning of a statement can be adversely affected by the placement or lack of punctuation, or the use of incorrect punctuation.
• Finally, defined and undefined terms. A capitalized word indicates that it is a defined term and these should be clearly defined.

There you have it. That is what I look for when I review brand agreements. It’s not glamorous, but it is one of the most important things I do for my influencer clients.

In our next minisode we’ll discuss the parties to a brand agreement.