Creator Contract

SKILL.md

---
name: creator-contract
description: Draft influencer and creator collaboration agreements covering deliverables, usage rights, exclusivity terms, payment schedules, performance bonuses, and content approval workflows for ecommerce brands working with TikTok, Instagram, and YouTube creators.
---

# Creator Contract

Handshake deals with creators are how brands get burned: the creator deletes the post after a month, reshoots for a competitor the next week, or demands extra pay when you try to run their UGC as a paid ad. This skill produces an ecommerce-tailored collaboration agreement that spells out deliverables, usage rights, exclusivity, approvals, and payment so both sides know exactly what's promised — without turning every collaboration into a legal fire drill.

## Quick Reference

| Decision | Strong Choice | Acceptable | Weak / Avoid |
|----------|---------------|------------|--------------|
| Usage rights window | 12 months paid + perpetual organic, with whitelisting clause | 6 months paid, 12 months organic | Perpetual paid rights without compensation uplift |
| Exclusivity scope | Named direct competitors + category for 30–60 days post-publish | Category-only exclusivity for 30 days | Industry-wide exclusivity with no time limit |
| Approval rounds | 2 rounds with 48-hour SLA each side | 1 round with 72-hour SLA | Unlimited rounds, no SLA — guarantees missed launch dates |
| Kill fee | 50% of fee if killed pre-shoot, 100% if killed post-shoot | 30% pre-shoot, 75% post-shoot | No kill fee — creator absorbs all risk |
| FTC disclosure | #ad in first 3 lines + verbal "this is a paid partnership" | #ad in caption | Buried disclosure or "thanks for the gift" only |
| Performance bonus | Tiered bonus on tracked sales via UTM/discount code | Flat bonus at view threshold | Bonus tied to vague "engagement" with no metric |
| Payment terms | 50% on signing, 50% net 15 after final asset approval | 100% net 30 after publish | 100% on publish — cash flow trap for creator |

## Solves

This skill addresses these specific problems:

1. **Rights gaps that block paid media.** Original brief never granted whitelisting or paid-ads usage, and now the team has to renegotiate (and pay again) to run high-performing UGC as ads.
2. **Surprise competitor collaborations.** Creator posts for you Monday and a direct competitor Wednesday because exclusivity was never written down.
3. **Deleted posts.** Creator removes the content 30 days in because nothing required them to keep it live.
4. **Endless revision loops.** No revision cap means creators rewrite five times for free; no SLA means launch dates slip.
5. **FTC disclosure violations.** Brand assumes the creator knows the rules; creator assumes the brand will tell them; nobody discloses correctly.
6. **Inconsistent terms across a creator program.** Each deal is bespoke, so legal review costs balloon and the brand can't enforce a portfolio-level standard.
7. **Compensation disputes.** "Performance bonus" was promised verbally but never tied to a measurable metric, leading to post-campaign arguments.

## Workflow

Follow these steps in order. Don't skip the input-gathering step — the contract is only as good as the inputs.

### Step 1 — Gather required inputs

Before drafting anything, collect:

- **Collaboration type** (drives which clauses are included): product gift, flat-fee UGC, affiliate partnership, whitelisted paid ads, or hybrid
- **Deliverables**: number of posts, platforms (TikTok, Instagram Reels, YouTube Shorts), format (video, carousel, Story), and posting window
- **Budget and compensation structure**: flat fee, product value, performance bonuses tied to views or sales, affiliate commission terms
- **Usage rights needed**: organic-only, paid ads with whitelisting, repurposing on owned channels, and for how long
- **Exclusivity expectations**: category definition, exclusivity window, named competitor restrictions

Optional but recommended:

- Jurisdiction and governing law (defaults to a generic clause with a note to confirm locally)
- Approval workflow (review rounds, sign-off owner, turnaround expectations)

### Step 2 — Pick a template variant

Match the collaboration type to the right template variant. See `references/contract-templates.md` for full variant patterns. The clauses included differ meaningfully — a product-for-post template doesn't need affiliate terms; a whitelisted paid ads template needs detailed asset handover language.

### Step 3 — Draft the core sections

Generate the contract in this order, each section starting with a one-line plain-English summary and then the legal language:

1. Parties and scope
2. Deliverables and timeline (with specific dates, not "Q2")
3. Content specifications and approvals (revision cap, SLAs)
4. Usage rights and whitelisting (organic vs paid, duration, channels)
5. Exclusivity (category, window, named competitors)
6. Compensation and payment (schedule, kill fees, bonuses)
7. Representations (FTC disclosure, originality, no third-party rights conflicts)
8. Termination and kill fees
9. General legal boilerplate

### Step 4 — Add the negotiation cheat sheet

Append a short cheat sheet flagging the 3–4 clauses most likely to be pushed back on:

- Usage duration (creators often want shorter windows; brands want longer)
- Exclusivity scope (creators want tight category; brands want broad)
- Kill fee size (creators want higher; brands want lower)
- Performance bonus structure (creators want lower thresholds; brands want stretch)

For each, suggest a fallback position the brand can accept.

### Step 5 — Flag jurisdiction and tax items

End the document with a short "Localize before signing" callout listing the items that vary by jurisdiction: advertising disclosure rules (FTC in US, ASA in UK, CAP/AGCM elsewhere), tax withholding requirements, and contractor classification rules (especially relevant in California, EU, and UK).

### Step 6 — Output the negotiation cheat sheet separately

Provide the cheat sheet as a separate block at the end so the user can hand it to a non-legal stakeholder without sharing the full draft.

### Step 7 — Disclaim and hand off

Always close with: "This is a draft, not legal advice. Have a qualified attorney review before signing, especially for high-value deals or regulated categories (alcohol, supplements, financial products, anything targeting minors)."

## Examples

### Example 1 — TikTok product-for-post + paid ads

**Inputs**
- Collaboration type: hybrid (product gift + flat fee + whitelisted paid ads)
- Deliverables: 1 TikTok video + 1 Instagram Reel cross-post, posted within 14 days of product receipt
- Compensation: $500 product value + $1,500 flat fee
- Usage rights: 6 months paid ads (whitelisted via Spark Ads), perpetual organic
- Exclusivity: 30 days, named competitors only (Brand X, Brand Y)
- Jurisdiction: California

**Output (excerpt)**

> **5. Usage Rights and Whitelisting**
> *Plain-English: Brand can use the content as paid ads for 6 months by running it through the Creator's account (whitelisting). After 6 months, only organic re-share is allowed.*
>
> Creator grants Brand a non-exclusive, worldwide license to use the Content (a) in perpetuity for organic posts on Brand-owned channels and (b) for paid media for six (6) months from the date of first publication, including via Spark Ads or equivalent whitelisting tools that allow Brand to boost the content from Creator's handle. Creator agrees to maintain Spark Ads access codes for the full paid-rights window…

**Negotiation cheat sheet (excerpt)**

> *Usage duration*: Creator may push for 90 days paid. Acceptable fallback: 4 months paid with right to extend at $250/month.
> *Exclusivity*: Creator may want named-only with no category. Acceptable fallback: drop to 21 days named-only (still gives launch protection).

### Example 2 — Affiliate partnership at scale

**Inputs**
- Collaboration type: affiliate partnership (no flat fee, no product gift)
- Deliverables: minimum 1 post per month for 3 months promoting Brand's discount code
- Compensation: 15% commission on tracked sales, 30-day cookie window
- Usage rights: organic-only, perpetual on Brand's owned channels with creator credit
- Exclusivity: none (affiliate-style, non-exclusive)
- Jurisdiction: Delaware

**Output (excerpt)**

> **6. Compensation**
> *Plain-English: Creator earns 15% on every sale tracked to their unique code or link, paid monthly net 15.*
>
> Brand shall pay Creator a commission equal to fifteen percent (15%) of Net Sales attributable to Creator's unique discount code "[CODE]" or affiliate link, where "Net Sales" means gross sales less returns, refunds, taxes, and shipping. Attribution window is thirty (30) days from click. Payments shall be made monthly, net fifteen (15) days from month-end, via PayPal, ACH, or Stripe Express…

## Common Mistakes

Avoid these recurring errors:

1. **Granting paid rights without a duration cap.** "In perpetuity" paid rights tank the deal value for the creator; if the brand wants permanent paid access, it should pay a permanent-rights uplift.
2. **Defining exclusivity by industry rather than competitor list.** "Beauty" is too broad — narrow to "color cosmetics" or to a named-competitor list.
3. **Skipping the FTC disclosure clause.** This protects the brand from regulatory risk; #ad alone in the caption is no longer sufficient.
4. **Setting unlimited revision rounds.** Creators rewrite for free until the brand is happy; this destroys timelines and creator goodwill. Cap at 2 rounds.
5. **Tying performance bonuses to "engagement" without a metric.** Define the metric (views, sales attributed to UTM, CTR) and the threshold up front.
6. **Forgetting whitelisting language for paid ads.** Spark Ads (TikTok), Branded Content tools (Instagram), and equivalents require specific handover steps. Spell them out.
7. **Using a US-only template for non-US creators.** Tax withholding (W-8BEN), VAT/GST, and contractor classification rules differ. Add a "Localize before signing" note.
8. **No kill fee.** If the brand cancels post-shoot, the creator has already done the work; a 75–100% kill fee is standard.
9. **Skipping the originality representation.** Without it, the brand has no protection if the creator copies someone else's content or uses unlicensed music.
10. **Missing content takedown rights.** If the creator does something off-brand on their own channel later, the brand should have the option to require takedown of the collab content.

## Resources

- `references/contract-templates.md` — Variant patterns for product-for-post, paid UGC, affiliate, whitelisted ads, and hybrid deals
- `references/usage-rights-glossary.md` — Plain-English definitions of organic, paid, whitelisted, repurposing, and perpetual rights
- `references/jurisdiction-flags.md` — Country-by-country flags for FTC/ASA/CAP, tax withholding, and contractor classification
- `references/output-template.md` — Section-by-section structure for the contract draft
- `assets/contract-quality-checklist.md` — Pre-send quality checklist