Influencer agreements the must have CHECKLIST for brands and influencers alike
Introduction
Influencer marketing is no longer a side channel - that we know by now. So lets make sure we manage the asset, the risk and liabilities in a smart way that builds value and manages the risks as we would do with any other commercial relationship.
For many brands — from early-stage startups to established consumer businesses — social media is the primary commercial engine. And yet the legal infrastructure around it remains, in most businesses, dangerously underdeveloped.
A poorly structured influencer agreement does not just create compliance risk. It exposes the brand to regulatory action, consumer litigation, IP disputes, and reputational damage that can dwarf the cost of the marketing campaign itself. Recent developments — including significant class action litigation in the US over undisclosed paid campaigns — have made this one of the highest-priority legal risk areas for any brand running a social media marketing programme.
Here is what every brand and creator needs to address before a single post goes live.
The commercial basis
Before anything else, the agreement needs to identify the parties clearly — brand, influencer, agency or manager — and confirm who has authority to approve changes and sign off on content.
Define the products being promoted, the campaign period, the platforms covered, and the territory. Confirm whether the influencer is acting through a company or personally. These are the foundations that everything else rests on. Getting them wrong creates uncertainty at every subsequent stage.
Deliverables must be specific
Vague deliverable descriptions are one of the most common sources of influencer disputes. The agreement should specify the exact number of posts, stories, reels, videos, or other formats required — including length, dimensions, minimum visibility duration, caption requirements, hashtags, links, and discount codes. Set clear deadlines for drafts and final publication. Specify whether posts must remain live for a minimum period and whether deleted content must be archived. If the brand has the right to request reshoots, re-use in other contexts, or edits, say so explicitly.
Advertising Disclosure
This is where the legal exposure is most acute — and where most influencer programmes fall short.
In the EU and in the US alike, paid influencer posts are generally regulated as marketing under consumer protection rules. Hidden advertising is prohibited. The company commissioning the marketing typically carries primary legal responsibility, with parallel responsibility potentially attaching to the influencer and any intermediary. Disclosure is mandated and expected whenever the influencer receives money, gifted products, services, or any other benefit in exchange for content.
The agreement must require that:
Every sponsored post is clearly marked as advertising — using labels such as "Annons," "Reklam," "Paid partnership with [Brand]," or "Ad for [Brand]." Vague terms like "collab," "partner," or "ambassador" are not adequate.
Disclosure appears at the start of the content — not hidden after a "more" cut-off, buried in hashtags, or mentioned briefly at the end of a video after the recommendation has already been made.
Video disclosures appear in the video itself — not only in the caption or description, which may not be seen.
Platform paid partnership tools are used where available — but not relied on as the sole disclosure mechanism. Legal responsibility rests with the brand and the influencer, not the platform.
Each individual post carries its own disclosure — prior disclosures on other posts do not carry forward.
Make sure you control what is said about your product
The agreement must specify what the influencer can and cannot claim. Require that all statements are truthful, accurate, and capable of substantiation. Pre-approve any health, performance, environmental, price, or comparative claims. Prohibit fake scarcity, manipulated reviews, and undisclosed incentives.
It is highly recommended that you require the influencer to have used the product before giving a personal opinion where content is presented as personal experience. Regulated sectors — cosmetics, food supplements, alcohol, financial products, children's products, medical devices — require additional review and more specific contractual controls.
Don´t messup IP ownership
Content that is indivudually made and has a unique creative quality and that is fixated on a tangeble media will have copyright protection. If it is created by an influencer it is the intellectual property of that creator - not the brand - unless a written agreement says otherwise. The brand does accordingly not automatically acquire any rights in influencer-created content by paying for a campaign.
The agreement must address: who owns the content, what licence or assignment the brand receives, which channels and territories the licence covers, how long the licence lasts, whether the brand can edit or adapt the content, and whether the content can be used in paid advertising, on the website, in retail environments, or in other commercial contexts. Rights to raw footage and still images should be addressed separately. Confirm that all music, fonts, filters, and third-party content used in the production are cleared for commercial use.
Exclusivity
An exclusivity clause is important so that a competing brand does not benefit from your investments, your marketing and your promotion of an influencer. It is key that the end customer is not confused due to an influencer promoting products or brands that are competing with yours.
However, an exclusivitiy clause that is too broad will be resisted by influencers with diverse commercial relationships or risks not holding up in court. One that is too narrow fails to protect the brand. The agreement should specify exactly which competitor categories and brands are restricted, the exclusivity period before and after the campaign, the platforms and territories covered, and whether the influencer must disclose existing conflicting brand relationships before signing. Any post-termination exclusivity should be compensated.
Compensation and payment plans
Set out the full fee structure — fixed fee, commission, affiliate fee, performance bonus, product value, or a combination. Specify payment milestones: on signing, on draft approval, on publication, and after reporting. Address VAT treatment, invoicing requirements, expense responsibilities, and the treatment of cancelled posts, late delivery, or failed publication. Include commission tracking rules, attribution mechanics, and fraud controls for discount codes and affiliate links.
It is to the surprise of nobody that money issues will be the key subject to disputes.
Information - and data
The influencer should, if it is a key collaboration regarding more substantial revenue, be required to provide specified performance data — reach, impressions, engagement, clicks, conversions, and audience demographics — within a defined period after the campaign.
Also, address GDPR compliance for any personal data collected through the campaign, including giveaways, lead forms, or tracking links. Confirm who is data controller and whether a data processing agreement is required.
Morality clause and reputational protection
Include conduct provisions that give the brand the right to suspend, pause, or terminate the relationship if the influencer's public conduct creates reputational risk. This is more complex that one would like - what is a reputational risk and how do you define it in advance without making it a general walk-away-right for the brand that makes the whole contract unattractive for the influencer.
Do prohibit purchased followers, fake engagement, bot activity, and undisclosed AI-generated testimonials. Require the influencer to notify the brand of any reputational issue that could affect the campaign.
Remedies
The agreement must include practical consequences for non-compliance - if not you may still end up in a mess without any real tools to clean it up. Such remedies should include; the right to require correction, takedown, or reposting; fee reduction or repayment for missed, late, or non-compliant posts; indemnity for regulatory fines, third-party claims, and IP infringement arising from the influencer's non-compliance; and termination rights for material breach, reputational harm, platform ban, or legal non-compliance.
Red flags before signing
Pause and seek legal advice if the influencer refuses clear ad labelling, insists on vague disclosure language, wants no brand review for regulated claims, has a history of using commercial music without clearance, has recent conflicting competitor deals or unclear exits from previous brand-ambassador positions, has engagement metrics that appear inflated or inconsistent, or if the product involves health, children, finance, alcohol, sustainability, or other regulated claims and the effects of markting on your behalf that are non-compliant with such additional regulation could be detrimental for your future growth as a brand.
The bottom line
The influencer agreement is not a formality. It is a commercial contract that governs one of your most important marketing relationships. a brand assets — and in the current regulatory and litigation environment, one of your most significant legal risk areas.
The brands and creators that get this right are not the largest or the best-resourced. They are the ones that treat the legal infrastructure of their influencer programme with the same seriousness they apply to the commercial relationships themselves. They are the successful brands that you don´t read about in the news about influencers scandals and disputes, they are the ones doing it right.
So, get the agreement right before the first post goes live. Because after it goes live, you are managing consequences rather than preventing them.
This is not legal advice - only knowledge sharing. For any influencer deal or contract you should seek legal advice.
About STG
Kat Strandberg is a business lawyer at STG Corporate and Commercial Law AB, specialising in corporate and commercial law, M&A, and regulatory matters. STG advises brands, founders, and investors on the full range of commercial legal challenges — including influencer agreements, IP protection, international growth and consumer law compliance.
For enquiries: kat@stgcommerciallaw.com