Contract Helper

---
name: contract-helper
description: Helps draft and review influencer agreements covering compensation, deliverables, usage rights, exclusivity, and compliance requirements. Ensures both parties are protected with clear terms.
---

# Contract Helper

This skill helps you create and review influencer partnership agreements. Clear contracts protect both brand and creator while setting expectations for successful collaborations.

## When to Use This Skill

- Drafting new influencer contracts
- Reviewing incoming influencer agreements
- Negotiating contract terms
- Understanding standard contract clauses
- Creating contract templates
- Ensuring legal compliance

## What This Skill Does

1. **Contract Drafting**: Creates comprehensive agreement frameworks
2. **Term Review**: Analyzes key contract provisions
3. **Negotiation Support**: Identifies areas for negotiation
4. **Risk Assessment**: Flags potential issues
5. **Template Creation**: Builds reusable agreement templates
6. **Compliance Check**: Ensures regulatory requirements are met

## Important Note

⚠️ **This skill provides general guidance and templates. Always have contracts reviewed by legal counsel before execution.**

## How to Use

### Draft a Contract

```
Draft an influencer agreement for [deliverables] with [compensation terms]
```

```
Create a contract template for micro-influencer partnerships
```

### Review Terms

```
Review these contract terms from an influencer agency: [terms]
```

### Understand Clauses

```
Explain the usage rights section in influencer contracts
```

## Instructions

When a user requests contract help:

1. **Gather Contract Parameters**

   ```markdown
   ### Contract Parameters
   
   **Parties**:
   - Brand/Company: [name]
   - Influencer/Creator: [name or TBD for template]
   
   **Partnership Details**:
   - Campaign: [name/description]
   - Duration: [start-end dates]
   - Deliverables: [what influencer will create]
   - Compensation: [payment terms]
   
   **Additional Terms**:
   - Usage rights: [requirements]
   - Exclusivity: [yes/no, scope]
   - Approval process: [requirements]
   - Platform(s): [where content will be posted]
   ```

2. **Draft Agreement Framework**

   ```markdown
   # INFLUENCER PARTNERSHIP AGREEMENT
   
   ---
   
   **This Agreement** is entered into as of [DATE] ("Effective Date") by and between:
   
   **Company**: [COMPANY NAME], a [STATE] [corporation/LLC] with offices at [ADDRESS] ("Brand")
   
   and
   
   **Creator**: [INFLUENCER NAME], an individual residing at [ADDRESS/CITY, STATE] ("Influencer")
   
   Collectively referred to as the "Parties."
   
   ---
   
   ## 1. SCOPE OF WORK
   
   ### 1.1 Campaign Description
   
   Influencer agrees to create and publish content promoting Brand's [PRODUCT/SERVICE/CAMPAIGN] (the "Campaign") as detailed below.
   
   ### 1.2 Deliverables
   
   | Platform | Content Type | Quantity | Specifications |
   |----------|--------------|----------|----------------|
   | [Platform] | [Type] | [#] | [Details] |
   | [Platform] | [Type] | [#] | [Details] |
   
   **Total Deliverables**: [#] content pieces
   
   ### 1.3 Content Requirements
   
   All content must:
   - [Requirement 1]
   - [Requirement 2]
   - [Requirement 3]
   - Comply with all applicable laws and platform terms of service
   - Include proper sponsorship disclosures as required by FTC guidelines
   
   ### 1.4 Timeline
   
   | Milestone | Date |
   |-----------|------|
   | Agreement Execution | [Date] |
   | Product Shipment | [Date] |
   | Content Submission for Review | [Date] |
   | Content Approval/Feedback | [Date] |
   | Content Publication | [Date/Window] |
   | Campaign Conclusion | [Date] |
   
   ---
   
   ## 2. COMPENSATION
   
   ### 2.1 Payment Terms
   
   Brand agrees to compensate Influencer as follows:
   
   | Item | Amount |
   |------|--------|
   | Base Fee | $[AMOUNT] |
   | [Additional Item] | $[AMOUNT] |
   | **Total Compensation** | **$[TOTAL]** |
   
   ### 2.2 Payment Schedule
   
   - [PERCENTAGE]% ($[AMOUNT]) upon execution of this Agreement
   - [PERCENTAGE]% ($[AMOUNT]) upon content publication
   
   OR
   
   - Full payment within [NUMBER] days of content publication
   
   ### 2.3 Payment Method
   
   Payment will be made via [PAYMENT METHOD] to:
   
   [Payment details to be provided by Influencer]
   
   ### 2.4 Taxes
   
   Influencer is responsible for all applicable taxes. Brand will issue a 1099 form if required by law.
   
   ### 2.5 Additional Compensation (if applicable)
   
   **Affiliate Commission**: Influencer will receive [PERCENTAGE]% commission on verified sales generated through unique tracking link/code: [CODE/LINK]
   
   **Performance Bonus**: [If applicable, describe bonus structure]
   
   ---
   
   ## 3. CONTENT OWNERSHIP AND USAGE RIGHTS
   
   ### 3.1 Ownership
   
   Influencer retains ownership of all original content created under this Agreement ("Content").
   
   ### 3.2 License Grant
   
   Influencer grants Brand a [EXCLUSIVE/NON-EXCLUSIVE], [ROYALTY-FREE/PAID], [WORLDWIDE/TERRITORY-LIMITED] license to:
   
   - [ ] Repost Content on Brand's owned social media channels
   - [ ] Use Content in paid social media advertising
   - [ ] Use Content on Brand's website
   - [ ] Use Content in email marketing
   - [ ] Use Content in presentations and sales materials
   - [ ] Use Content in out-of-home advertising
   - [ ] Use Content in print materials
   - [ ] Create derivative works from Content
   - [ ] Sublicense Content to authorized partners
   
   ### 3.3 License Duration
   
   This license shall remain in effect for:
   
   - [ ] The duration of this Agreement
   - [ ] [NUMBER] months from content publication
   - [ ] [NUMBER] years from content publication
   - [ ] In perpetuity
   
   ### 3.4 Whitelisting/Paid Amplification Rights
   
   Brand [IS/IS NOT] authorized to run paid advertisements using Influencer's identity through:
   
   - [ ] Meta Branded Content Ads
   - [ ] TikTok Spark Ads
   - [ ] YouTube BrandConnect
   - [ ] Other: [SPECIFY]
   
   Duration of whitelisting rights: [DURATION]
   Additional compensation for whitelisting: [IF APPLICABLE]
   
   ### 3.5 Content Modifications
   
   Brand [MAY/MAY NOT] modify Content. Any modifications require [written approval from Influencer / no approval].
   
   ---
   
   ## 4. EXCLUSIVITY
   
   ### 4.1 Exclusivity Period
   
   During the period from [START DATE] to [END DATE], Influencer agrees not to:
   
   - [ ] Promote competing products/services in the [CATEGORY] category
   - [ ] Enter into sponsorship agreements with the following competitors: [LIST]
   - [ ] Create negative content about Brand or its products
   
   ### 4.2 Competing Brands
   
   For purposes of this Agreement, competing brands include but are not limited to:
   - [Competitor 1]
   - [Competitor 2]
   - [Competitor 3]
   
   ### 4.3 Exclusivity Compensation
   
   Exclusivity compensation is [INCLUDED in base fee / an additional $AMOUNT].
   
   ---
   
   ## 5. CONTENT APPROVAL
   
   ### 5.1 Review Process
   
   1. Influencer will submit draft content to Brand by [DATE/DEADLINE]
   2. Brand will provide feedback within [NUMBER] business days
   3. Influencer will make requested revisions within [NUMBER] business days
   4. Brand will provide final approval within [NUMBER] business days
   
   ### 5.2 Revisions
   
   This Agreement includes up to [NUMBER] rounds of revisions at no additional cost. Additional revisions will be billed at $[AMOUNT] per round.
   
   ### 5.3 Approval Standards
   
   Brand may request revisions for:
   - Factual inaccuracies
   - Brand guideline violations
   - Compliance issues
   - Quality concerns
   
   Brand may NOT request revisions that fundamentally change Influencer's creative voice.
   
   ### 5.4 Failure to Approve
   
   If Brand fails to respond within the stated timeline, content will be deemed [APPROVED / NOT APPROVED].
   
   ---
   
   ## 6. COMPLIANCE AND DISCLOSURE
   
   ### 6.1 FTC Compliance
   
   Influencer agrees to comply with all Federal Trade Commission (FTC) guidelines regarding endorsements and testimonials, including but not limited to clear and conspicuous disclosure of the material relationship with Brand.
   
   ### 6.2 Required Disclosures
   
   All Content must include:
   - [ ] #ad or #sponsored hashtag
   - [ ] Platform branded content tools where available
   - [ ] Verbal disclosure in video content
   - [ ] Clear written disclosure in caption
   
   ### 6.3 Platform Terms
   
   Influencer agrees to comply with all terms of service and community guidelines of each platform where Content is published.
   
   ### 6.4 Industry-Specific Compliance
   
   [Include any industry-specific requirements - e.g., FDA, alcohol, financial services, etc.]
   
   ---
   
   ## 7. REPRESENTATIONS AND WARRANTIES
   
   ### 7.1 Influencer Represents and Warrants
   
   - They have full authority to enter into this Agreement
   - They own or have rights to all Content created
   - Content will be original and not infringe on third-party rights
   - They will provide honest opinions about products/services
   - All claims made are truthful and substantiated
   - They have disclosed any material relationships that might affect their endorsement
   - Their follower base is authentic (no purchased followers or engagement)
   
   ### 7.2 Brand Represents and Warrants
   
   - They have full authority to enter into this Agreement
   - Products/services are as described
   - They own or have rights to provide any materials given to Influencer
   - Payment will be made as agreed
   
   ---
   
   ## 8. CONFIDENTIALITY
   
   ### 8.1 Confidential Information
   
   Both Parties agree to keep confidential all non-public information related to this Agreement, including but not limited to:
   - Financial terms
   - Campaign strategy
   - Unreleased products or information
   - Business practices
   
   ### 8.2 Duration
   
   Confidentiality obligations survive termination for [NUMBER] years.
   
   ### 8.3 Exceptions
   
   Information is not confidential if it:
   - Is publicly available
   - Was known prior to disclosure
   - Is required by law to be disclosed
   
   ---
   
   ## 9. INDEMNIFICATION
   
   ### 9.1 Influencer Indemnification
   
   Influencer agrees to indemnify and hold harmless Brand from any claims arising from:
   - Influencer's breach of this Agreement
   - Influencer's negligence or misconduct
   - Third-party claims related to Content
   
   ### 9.2 Brand Indemnification
   
   Brand agrees to indemnify and hold harmless Influencer from any claims arising from:
   - Brand's breach of this Agreement
   - Brand's products or services
   - Brand's use of Content beyond licensed scope
   
   ---
   
   ## 10. TERMINATION
   
   ### 10.1 Termination for Convenience
   
   Either Party may terminate this Agreement with [NUMBER] days written notice.
   
   ### 10.2 Termination for Cause
   
   Either Party may terminate immediately if the other Party:
   - Materially breaches this Agreement
   - Engages in illegal or unethical conduct
   - Files for bankruptcy
   
   ### 10.3 Effect of Termination
   
   Upon termination:
   - Influencer will be compensated for work completed
   - All Content licenses remain in effect as specified
   - Confidentiality obligations survive
   - Influencer will remove unpublished Content if requested
   
   ### 10.4 Morality Clause
   
   Brand may terminate immediately if Influencer engages in conduct that damages Brand's reputation or is inconsistent with Brand's values, including but not limited to:
   - Criminal activity
   - Discriminatory behavior
   - Controversial public statements
   
   ---
   
   ## 11. MISCELLANEOUS
   
   ### 11.1 Independent Contractor
   
   Influencer is an independent contractor and not an employee of Brand.
   
   ### 11.2 Assignment
   
   Neither Party may assign this Agreement without written consent.
   
   ### 11.3 Entire Agreement
   
   This Agreement constitutes the entire agreement between the Parties.
   
   ### 11.4 Amendments
   
   Amendments must be in writing and signed by both Parties.
   
   ### 11.5 Governing Law
   
   This Agreement is governed by the laws of [STATE].
   
   ### 11.6 Dispute Resolution
   
   Any disputes will be resolved through [mediation/arbitration/litigation] in [LOCATION].
   
   ### 11.7 Severability
   
   If any provision is unenforceable, remaining provisions remain in effect.
   
   ### 11.8 Notices
   
   All notices shall be sent to:
   
   **Brand**: [Address/Email]
   **Influencer**: [Address/Email]
   
   ---
   
   ## SIGNATURES
   
   **BRAND**
   
   Signature: _________________________
   Name: [NAME]
   Title: [TITLE]
   Date: _____________
   
   **INFLUENCER**
   
   Signature: _________________________
   Name: [NAME]
   Date: _____________
   
   ---
   ```

3. **Key Clauses Explained**

   ```markdown
   ## Key Contract Clauses Explained
   
   ### Deliverables
   **What it covers**: Specific content to be created
   **Why it matters**: Clarity prevents disputes
   **Watch for**: Vague terms, unlimited revisions
   
   ### Compensation
   **What it covers**: Payment amounts and timing
   **Why it matters**: Ensures fair payment
   **Watch for**: Delayed payments, unclear terms
   
   ### Usage Rights
   **What it covers**: How brand can use content
   **Why it matters**: Protects creator's work
   **Watch for**: Perpetual rights, unlimited usage without extra pay
   
   ### Exclusivity
   **What it covers**: Restrictions on competitor work
   **Why it matters**: Significant impact on creator income
   **Watch for**: Broad category definitions, extended periods
   
   ### Approval Process
   **What it covers**: How content is reviewed
   **Why it matters**: Prevents delays and disputes
   **Watch for**: Unlimited revisions, vague standards
   
   ### Morality Clause
   **What it covers**: Termination for conduct issues
   **Why it matters**: Protects brand reputation
   **Watch for**: Overly broad definitions
   ```

4. **Contract Review Checklist**

   ```markdown
   ## Contract Review Checklist
   
   ### Essential Terms ✅
   
   - [ ] Parties clearly identified
   - [ ] Deliverables specifically defined
   - [ ] Compensation clearly stated
   - [ ] Payment timeline specified
   - [ ] Usage rights defined and limited
   - [ ] Exclusivity terms reasonable
   - [ ] Approval process clear
   - [ ] Termination terms fair
   
   ### Red Flags 🚩
   
   - [ ] Perpetual usage rights without additional compensation
   - [ ] Unlimited revisions
   - [ ] Vague deliverable requirements
   - [ ] Payment contingent on subjective approval
   - [ ] Overly broad exclusivity
   - [ ] One-sided termination rights
   - [ ] Missing confidentiality protections
   - [ ] No dispute resolution process
   
   ### Negotiation Points 💡
   
   | Clause | Standard | Negotiate If |
   |--------|----------|--------------|
   | Usage rights | 12-24 months | Perpetual requested |
   | Exclusivity | 30-90 days | 6+ months requested |
   | Revisions | 2 rounds | Unlimited requested |
   | Payment | Net 30 | Net 60+ requested |
   | Whitelisting | Separate fee | Included free |
   ```

## Example

**User**: "Draft a simple agreement for a micro-influencer to create 2 Instagram posts for $500"

**Output**: [Simplified agreement appropriate for the scope, covering deliverables, payment, basic usage rights, disclosure requirements, and timeline]

## Tips for Better Contracts

1. **Be specific** - Vague terms cause disputes
2. **Be fair** - One-sided contracts damage relationships
3. **Plan for problems** - Include what happens if things go wrong
4. **Keep it readable** - Complex language creates confusion
5. **Get legal review** - Always for significant partnerships

## Common Negotiation Points

| Term | Creator Usually Wants | Brand Usually Wants | Compromise |
|------|----------------------|---------------------|------------|
| Usage rights | Limited time | Perpetual | 12-24 months |
| Exclusivity | None or paid extra | Category exclusive | 30-60 days, limited category |
| Revisions | Limited (2) | Unlimited | 2-3 with clear scope |
| Approval | Quick turnaround | Full control | 48-72 hours |
| Payment | Upfront | After posting | 50/50 split |

## Related Skills

- [outreach-manager](../outreach-manager/) - Negotiate before contract
- [brief-generator](../../plan/brief-generator/) - Attach brief as exhibit
- [content-reviewer](../content-reviewer/) - Execute approval process
- [budget-optimizer](../../plan/budget-optimizer/) - Set compensation terms