LAWFLUENCER

An endorsement agreement is a contract that grants you, the business or sponsor, the right to use the name, image, and influence of an individual to promote your product or service. In consideration for the promotional content featuring the selected influencer, the compensation may come in the form of money, loaner products, free products or services, in-kind gifts, or special access privileges or experiences.

What It Contains:

• Approval and editing rights

• Compensation and payment timing

• Dates of performance and deliverables

• Exclusivity restrictions (is the influencer restricted from completing similar endorsement work for a competitor and for how long)

• FTC disclosure guidelines and compliance with laws

• Metrics for success

• Ownership over the content created and license to reuse

• Scope of work - how will the influencer endorse and advertise your product or service

Example - You own a beverage company and reach out to a well known foodie on instagram with an endorsement proposal. You are willing to pay the influencer $6,000 in exchange for four Instagram posts featuring the influencer and your beverage, the nutritional content, and how great it makes the influencer feel after working out. You also want to ensure that the influencer doesn’t do similar endorsement work for your main beverage competitors. To best memorialize the terms of this deal, you would want to provide the influencer with an endorsement agreement.

Synonyms - influencer marketing agreement, sponsorship agreement, celebrity endorsement agreement, product endorsement agreement, brand sponsorship, and endorsement agreement

A non-disclosure agreement is a contract in which a person or business promises to treat certain information as confidential and not disclose it without the proper approvals. This type of contract is frequently used when two parties want to discuss a potential business transaction and need to share confidential information and materials as part of that discussion.

What It Contains:

• Definition of what “confidential information” actually means - is it limited to written materials or what is said as well?

• Duration of the restriction - when does the contract end and for how long does the information need to remain confidential?

• Permitted use of the information

• Remedies for what happens if the information is wrongfully leaked

TYPES:

• Unilateral NDA - is used when only one party is sharing confidential information. Unilateral means “one-way”.

• Example - Technology company wants to share details on its newest, but not yet released, tech products for the upcoming season.

• Mutual NDA - is used when both parties will exchange confidential information with the other.

• Example - Influencer wants to share its upcoming social media partnerships with the technology company and the technology company wants to share details on its newest, but not yet released, products for the upcoming season.

Synonyms - confidentiality agreement, confidential disclosure agreement, proprietary information agreement, NDA

Correctly reposting user generated content is about asking for permission, and giving credit where credit is due. Generally, you cannot just repost and use the content of another person or company without their permission.

A copyright license is a contract where a copyright owner gives permission to another person or business to use their creative work. Obtaining permission from the holder is called “licensing”. One usually needs permission to copy, adapt, share or distribute somebody else’s creative work (for example, music, images, text or video clips).

A copyright is a form of protection provided by federal law to creators of “original works of authorship”. It is important to determine who the copyright holder is. Examples of copyright owners includes: influencers, authors, photographers, composers, videographers and artists (the people doing the creating).

What It Contains:

• Description of the work being licensed

• Duration of use

• Scope of the use - when and where can the work be copied, can it be edited, and is the use right exclusive to you?

• Compensation (royalty) for using the work

Example - You own an organic sunscreen company and want to repost a photo that a famous influencer posted on Instagram of her at the beach with a bottle of your sunscreen. In order to legally use the photograph on your business social media account, you need permission from the influencer, and a copyright license agreement is the best way to obtain formal permission.

Synonyms - license to user generated content, license to use, copyright license contract

A copyright assignment is a contract where the creator, transfers full or partial ownership in their creative work to another. This transfer can include the right to display, reproduce, distribute, modify or create a derivative of your original work.

Copyright License vs. Assignment

While it is easy to confuse the two, generally a copyright license is a formal way to give permission to another to use your creative work, whereas a copyright assignment actually transfers specific ownership rights in a creative work to another. As a business, depending on the scope and purpose of the transaction, you may want to full ownership rights over a commissioned copyright work.

What It Contains:

• Description of the work being assigned

• Duration of transfer

• Scope of the rights to be transferred- is it a full or partial transfer ?

• Compensation for the creative work and transfer of rights

Example - You own a local bakery and are in need of a new logo. You plan on using the logo on your aprons, menus, website and social media accounts. You know a local graphic artist and will pay them $600 for the creation of the logo. Because of the broad scope of use rights that you want for the logo, you will want full ownership to the copyright of the logo. A copyright assignment referencing the transfer of ownership and payment for the logo is the best contract to memorialize this transaction.

Synonyms - copyright assignment contract, assignment of copyright

A photo release is a contract where a photographer or business receives authorization from an individual in a photo to use their image for commercial use. A property release is a contract where a photographer or business receives authorization from the owner of certain private property (dog, neighbor’s private garden, vintage car) to use an image featuring the property, for commercial use.

When you need it:

• A photo/property release is required if you can recognize the subject (person or private property) in the image and the photo will be used for commercial purposes, advertising, or to promote something, or if the subject in the photo is under age 18 and you intend to use the photo commercially.

• Please note, you cannot legally photograph people in private places without their expressed permission

When you don’t:

• If you take a photo in public and the people in the photo are not recognizable and you do not plan on using the photo for commercial use.

What It Contains:

• Permission to take a photo

• Scope of photo usage

• Compensation (royalty) for using the photo

Example - You own a dog toy business and would like to feature an extremely cute, and also very famous, Bulldog in your next digital media advertising campaign. In order to photograph and use images of this dog, you need to obtain a property release form from the dog’s owner.

Synonyms - model release form, model license agreement, photo license