Key Terms to Include in an Influencer Agreement

Summary

• Influencer agreements should clearly define deliverables, usage rights, and exclusivity terms to avoid disputes.
• Businesses must ensure influencer contracts comply with Australian Consumer Law, including disclosure obligations for sponsored content.
• Intellectual property ownership of created content should be explicitly addressed in the agreement.
• This article is a plain-English guide to key legal terms in influencer agreements for Australian businesses, prepared by LegalVision, a commercial law firm.
• LegalVision specialises in advising clients on e-commerce and influencer marketing law.

Tips for Businesses

Define content deliverables, posting schedules, and approval rights clearly. Include IP assignment clauses and require influencers to disclose paid partnerships in line with ACCC guidelines. Address termination rights, exclusivity periods, and confidentiality obligations upfront to reduce the risk of costly disputes later.

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• Influencer
• Key Terms of an Influencer Agreement
• Key Takeaways
• Frequently Asked Questions

When running an eCommerce business, you will likely use social media influencers to promote your brand. An influencer agreement is a legally binding contract that sets out the terms of that relationship, protecting both parties and ensuring compliance with Australian advertising laws. This article will explain key terms to include in an influencer agreement.

Influencer

An influencer is a popular person who can influence others. They usually do so through their social media channels. If you engage social media influencers for your brand, you ask them to promote your products or services to improve your brand awareness. This, in turn, can increase the potential sales for your eCommerce business.

You will reward the social media influencer through some form of payment. This could be with money or, for example, with free products or services from your online brand.

Key Terms of an Influencer Agreement

It is essential to have an influencer agreement when you engage a social media influencer. This is because when you form a contract with them, you want to be clear about your relationship. There are laws concerning using social media influencers to promote your eCommerce brand. Therefore, it is vital to have clarity between you both about the marketing role they carry out for your eCommerce business. Below, we list some key terms to include in your influencer agreement. 

Services and Control

Your influencer agreement for your online business marketing campaign must detail a term that explains the services you agree the influencer will provide. This can contain, for example, what channels you wish them to promote your brand on. For example:

• Facebook;
• Instagram; or
• Twitter.

In addition to the content of the influencer’s service, your agreement should include the amount of control they have over the influencer campaign. You may, for example, require them to use specific branding of your eCommerce business. You may also want to add regarding approval of materials before the influencer uses them. This term of your influencer agreement should detail your rights to change the content where it does not comply.

It is wise to include a term in your influencer agreement that gives you the right to your influencer’s data and analytic material. This will allow you to assess the success of their campaign for your eCommerce brand. Even though you may be able to access your influencer’s data, there will be confidential material neither of you will want to reveal and may not even share between you. This will include the terms of your relationship, for example. Therefore, your influencer agreement should consist of a confidentiality clause.

Competition and reputation

The influencer that you use to promote your eCommerce brand will naturally market to other businesses and post their own comments separately to them promoting  

your brand. However, you will want to have some control over this to protect your brand.

Firstly, when the influencer markets your online products or services, you will want to have some control over whether they are promoting those brands simultaneously. This will apply in terms of brands that compete with yours. Therefore, you need a term in your influencer agreement that clearly details:

• which brands the influencer should not promote while the influencer agreement is in place;
• how long after termination of the contract, should the influencer continue to avoid these brands; and 
• any exclusivity of specific platforms you may require.

Secondly, whilst you cannot control what the influencer can or cannot say away from their marketing for your online business, you want to protect your reputation as much as possible. Therefore, so that the influencer does not post content that goes against your brand clause, the agreement should spell out what these are. If your online brand influencer does say something that damages your reputation, you may want to terminate the contract. Therefore, you must include a term for when and how the influencer agreement can terminate. 

Legal Compliance

It is essential to include terms about legal compliance in your influencer agreement. For example, when you use an influencer to market your brand, the content they promote may not be all yours. It also may not all be owned by the influencer. Therefore, you need to have a term in your influencer agreement that details an Intellectual Property (IP) Strategy. This should include a warranty that the influencer has the authority to use their content. This will help avoid copyright and trademark infringement. It will also help protect your own intellectual property.

It is also crucial that your influencer complies with advertising regulations. Therefore, your influencer agreement should contain a term that says they must comply with these. You could also include a term that says you will terminate the contract if the influencer fails to do so. In addition, you must comply with privacy laws regarding the influencer’s personal information. Therefore, they may wish for the influencer agreement to contain a term to cover this. 

Payment 

Lastly, your influencer agreement needs to clarify how you pay your influencer. There are many ways an eCommerce brand, like yours, might pay your influencer. These include:

• free products or services;
• a set fee for content such as posts; and
• fee-covered expenses such as travel by the influencer to promote your internet business

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Key Takeaways

You may use an influencer to promote your eCommerce brand, such as through social media. If you do, you must have an influencer agreement. This will need to include some key terms to be effective. This article has suggested some of these. For example, it explains that you should have a term that describes precisely the content you require from them. It also points out that it is crucial to have a term on your agreement that reinforces legal compliance with laws. For example, intellectual property and advertising regulations. A further key term of an influencer agreement is payment, which means you will reward the influencer for their marketing of your brand. 

LegalVision provides ongoing legal support for businesses through our fixed-fee legal membership. Our experienced eCommerce lawyers help businesses manage contracts, employment law, disputes, intellectual property, and more, with unlimited access to specialist lawyers for a fixed monthly fee. To learn more about LegalVision’s legal membership, call 0808 196 8584 or visit our membership page.

Frequently Asked Questions