In short
- Use a master agreement for the relationship and a statement of work for each campaign, so scope, creators and fees change without reopening the legal terms.
- Ask for creator fees shown per creator, creator rights at least as wide as those promised to you, and copies of every creator contract and payment proof.
- Split compliance in writing: the agency checks labels and drafts, the brand supplies and substantiates claims, and each answers for its own part. ASCI treats responsibility as shared.
- Start short: one campaign or a three-month pilot, a 30-day notice period and a handover clause covering creator contracts, files, data and creators already booked.
An agency contract for influencer work should cover 16 things: the parties and term, scope, the fee model, what is passed through at cost, payment, creator approval, back-to-back creator contracts, content approvals, compliance, ownership and usage rights, reporting, media accounts, data, conflicts, liability and termination with a handover. The checklist below gives each one a must-say and a red flag.
We are an influencer marketing agency, so weigh this with that in mind. It is the list we would want a client to put in front of us. Our guide to the influencer contract in India covers the contract between a creator and a brand and notes that agency work usually means two contracts. This post covers the other one: the agreement between you and the agency. It builds on our posts on agency fees and how to choose an agency, and on our complete guide to influencer marketing. In a Q1 2026 survey only 39.3 percent of brands sent influencer contracts for legal review, so have a lawyer adapt anything below.
Two documents, not one
| Document | What it holds | How often it changes |
|---|---|---|
| Master services agreement | Payment, IP, confidentiality and data, liability, termination, governing law | Rarely |
| Statement of work, one per campaign | Objective, creators, deliverables, rights windows, exclusivity, timeline, fees, reporting | Every campaign |
Add a clause that says which document wins if they conflict, usually the master for legal terms and the statement of work for commercial details. The statement of work is where most disagreements start, so the fields it must carry are set out near the end.
The 16-clause checklist
| # | Clause | Must say | Red flag |
|---|---|---|---|
| 1 | Parties, term, precedence | Legal names, start date, term, which document wins | A term that renews automatically with no notice date |
| 2 | Scope | What the agency does and does not do | "All influencer activity" with no list |
| 3 | Fee model | Pass-through plus management fee, fixed fee or retainer, and what each covers | A package price with no breakdown |
| 4 | Creator fees | Each creator's fee shown at cost, supported by creator invoices | Undisclosed mark-up or rebates |
| 5 | Payment | Schedule, invoice requirements, window, late-payment remedy | Full payment up front with no milestones |
| 6 | Creator selection | Brand approves the list; vetting method; replacement if the audience fails | No vetting standard |
| 7 | Creator contracts | Back-to-back terms; copies to the brand; proof of payment | Creator terms narrower than yours |
| 8 | Content approvals | Brief, draft rounds, written approval, no deemed approval | Silence counts as approval |
| 9 | Compliance | Who checks labels, claims, credentials, AI use | "Each party complies with the law" and nothing else |
| 10 | IP and usage rights | Creator owns by default; brand licence with media, window and territory; agency holds none | Agency claims ownership or sublicenses freely |
| 11 | Performance and reporting | Reporting cadence, raw proof, targets that are not guarantees | A guaranteed number of views or sales |
| 12 | Media and ad accounts | Who owns the account, who pays the platform, whether fees apply to media | The agency holds the account and the data |
| 13 | Confidentiality and data | Definition, duration, how creator and audience data is used | No view on children or on data retention |
| 14 | Conflicts and people | Competing clients, key personnel, subcontracting | Sub-agencies used without notice |
| 15 | Liability and indemnity | A cap with carve-outs, each side answers for its own part | Uncapped for the brand, capped for the agency |
| 16 | Termination and handover | Notice period, breach cure, what is delivered on exit | No handover of contracts and files |
Clauses where the money and the risk sit
Fees: say what may be marked up
Our agency fee post compares the fee models, and one agency's published benchmark puts management fees at 15 to 25 percent of creator spend, which is low confidence. The contract should define the pieces. Creator Fees are amounts payable to creators under signed creator contracts, charged at cost and supported by invoices. The management fee is the agency's own line. State that the agency takes no rebate, commission or referral fee from creators, managers or platforms unless disclosed. No creator is booked above the approved fee without written approval. Say whether the management fee applies to ad media; if it does, say at what rate. Our own approach is creator fees at cost, shown per creator, plus a separate fee, and we do not charge creators a fee. See our pricing page.
Creator contracts: back to back
If the agency promises you 90 days of partnership ads and the creator agreed to 30, nobody notices until the ad is running. Make the agency warrant that every creator contract contains, at least, usage rights as wide as your statement of work, the disclosure label, a takedown window, an audience-authenticity warranty, the exclusivity you paid for and a conduct clause. Require copies within a set number of working days of signing and proof of each creator payment in the report. There are two common structures: the creator signs with the agency and licenses the brand, or the creator signs with the brand. Ask a lawyer which gives you the right to enforce takedowns and ad rights directly. Our morality clause guide shows the conduct terms to pass down, and our usage rights guide shows the rights.
Compliance: who checks what
ASCI says the influencer must make the disclosure and the advertiser must ensure the post conforms, and can ask for edits or deletion (ASCI). Put the split in the contract.
| Task | Agency | Brand |
|---|---|---|
| Disclosure label in the brief and in every draft | Checks each draft before it goes live | Reviews its own claims and the final post |
| Claims in the brief | Refuses to publish a claim without evidence | Supplies the evidence file and signs off |
| Health and finance credentials | Verifies and keeps the proof | Confirms the product claims it needs |
| AI-generated content or a creator's likeness | Flags it and ensures a label | Approves any such use |
| Creator tax documents | Collects PAN, invoices and declarations; handles TDS as agreed | Supplies its own TAN and tax details; confirms the section with its CA |
| Data | Uses creator and audience data only for the campaign | Supplies lawful data and consent where it shares customer data |
Add an indemnity for each side's own part. Creators carry duties too: the CCPA's 2022 guidelines place due-diligence duties on endorsers and allow fines of up to ₹10 lakh (PIB). For tax, see TDS 194R and GST on influencer payments.
Performance without promises
A guaranteed number of views, likes or sales is a red flag, because nobody controls platform distribution. Replace it with commitments the agency does control: a documented vetting method for every creator named, a creator plan by a stated date, reporting at a stated cadence with raw screenshots, replacement of a creator whose audience fails the check, and a make-good for a missed go-live date, such as a re-post or a credit. Put targets in the statement of work labelled as targets for review. We use our own 100-point creator score, the Gully Score, and weekly reporting; see how we work.
Liability and indemnity
These are common structures to propose, not standards. Many agreements cap each side's liability at the fees paid in the previous 12 months or the value of the statement of work, with carve-outs for infringement, breach of confidentiality, fraud and wilful misconduct. The agency answers for its own materials and its own failures to follow the contract. The brand answers for the claims, products and materials it supplies. Resist a clause that caps the agency but not you. A lawyer should set the numbers.
Termination and handover
Start with one campaign or a three-month pilot and a 30-day notice period. Allow termination at once for non-payment, fraud, or a concealed failure such as a fake audience. On exit, the agency should hand over within a stated number of days: every creator contract, signed rights, content files, analytics, ad-account access, the tracker, and the per-creator ledger of benefits for tax. Say that creators already booked may be assigned to the brand. Agencies sometimes ask the brand not to hire creators directly after the work. Limit that to the term and a short tail, since creators are not anyone's property.
What the statement of work must carry
| Field | Example |
|---|---|
| Objective | 2,000 trial sign-ups in 6 weeks (a target, not a guarantee) |
| Creators | 20 micro creators, Hindi and Tamil, Instagram and YouTube Shorts |
| Deliverables | One Reel and one Story set each |
| Usage rights | Brand reposts for 90 days from go-live; partnership ads for 30 days on 4 posts |
| Exclusivity | Three named competitors for 30 days, Instagram only |
| Timeline | Brief date, creator plan within 48 hours, draft dates, go-live window, report dates |
| Fees | Creator fees at cost per creator, management fee, media separate, GST extra |
| Approvals | Named approver on each side and a turnaround time |
| Reporting | Weekly, with raw screenshots and cost per result |
What each side pushes back on
| Topic | Brands often ask | Agencies often resist | A fair middle |
|---|---|---|---|
| Creator fee transparency | Every creator invoice | Confidential rate cards | Per-creator fee lines and a no-rebate clause |
| Liability | Uncapped for compliance failures | A low cap | A cap with named carve-outs |
| Guarantees | A results number | None possible | Process commitments plus a make-good |
| Agency's other clients | No competitors | Not practical | Named competitors during the term |
| Lock-in | 12 months | 30 days | A pilot, then 30-day notice |
| Hiring creators directly | Freedom | A long restriction | Term plus a short tail |
Illustrative wording
Have a lawyer adapt these.
Creator Fees. The Agency shall pay each creator the fee stated in the Statement of Work, which the Brand shall reimburse at cost against the creator's invoice. The Agency shall not mark up Creator Fees or accept any rebate or commission from a creator, manager or platform in connection with this Agreement, other than as disclosed in writing.
Back-to-back terms. The Agency shall ensure that each creator agreement grants rights at least equal to those granted to the Brand under this Agreement and contains the disclosure, takedown, authenticity and conduct terms in Schedule [X]. The Agency shall give the Brand a copy within [5] working days of signature.
Compliance. The Agency shall check each draft for the agreed disclosure label before publication. The Brand shall supply and be responsible for the accuracy of product claims. Each party shall indemnify the other for losses arising from its own breach of this clause.
Handover. On termination, the Agency shall within [7] days deliver all creator agreements, content files, analytics, ad-account access and payment records, and the Brand shall pay all undisputed amounts for work done.
Mistakes we would steer you away from
- Signing the agency's template unread. Read the liability, IP and termination clauses first.
- Accepting a package price. Without creator-level fees you cannot tell whether the margin is 20 percent or 67 percent.
- Rights that stop at the agency. If creators gave the agency less than the agency promised you, the gap is yours.
- No payment mirroring. Ask that creator terms follow yours; see influencer payment terms in India and the invoice template.
- Leaving media open. Agree who owns the ad account and who bills it; our whitelisting cost post shows why media is the biggest line.
- No named person. Each client should have one named strategist and an escalation contact.
Our strategy service audits what you have run and plans what comes next. If you want to see how we handle each clause above before you decide, send us a brief and we will walk you through it.
This is general information, not legal or tax advice.
Sources
- Influencer marketing research report: brand behaviour survey, Influencer platform research page (vendor estimate) (undated, accessed 31 Oct 2026)
- Influencer marketing pricing in India 2026: agency fee models and minimum budgets, Indian digital agency guide (low confidence) (20 Apr 2026, updated 16 Sep 2026)
- Guidelines for influencer advertising in digital media (shared responsibility, label rules), ASCI (accessed 31 Oct 2026 (Addendum II dated 6 Mar 2025))
- Guidelines for Prevention of Misleading Advertisements and Endorsements for Misleading Advertisements, 2022, PIB, Department of Consumer Affairs (10 Jun 2022)
- Digital Personal Data Protection Rules 2025 notified, with staged rollout, The Week (PTI) (14 Nov 2025)
- Digital Personal Data Protection Rules 2025: children's data and verifiable parental consent, PIB, Ministry of Electronics and IT (25 Mar 2026)
- Summary of TDS section 194R FAQs (CBDT Circular 12 of 2022), TaxGuru (30 Jun 2022)
Frequently asked questions
What should an influencer marketing agency contract include?
The parties and term, a statement of work for scope and deliverables, the fee model and what is passed through at cost, payment terms, creator selection and approvals, back-to-back creator contracts, compliance duties, ownership and usage rights, reporting, confidentiality and data, liability and indemnities, and termination with a handover. The checklist in this post lists each with a red flag.
Should we sign a master agreement or a contract for each campaign?
A master agreement plus a statement of work for each campaign is cleaner. The master holds the legal terms that rarely change: payment, IP, liability, data, termination. The statement of work holds the campaign: creators, deliverables, rights windows, fees and dates. Add a clause saying which document wins if they conflict.
Who should sign the creator contracts, the brand or the agency?
Both models exist. In either, the brand should receive copies, and the rights it was promised must flow to it from the creator. Ask a lawyer how to structure the licence so the brand can enforce takedowns and ad rights. Our influencer contract guide lists the clauses creators sign.
How long should an agency contract run?
Start with one campaign or a three-month pilot and a 30-day notice period. Move to a longer retainer after two rounds of reporting that tie results to your goal. Avoid a 12-month lock-in before any result. See how to choose an influencer marketing agency.
Who is liable if an influencer breaks ASCI rules?
ASCI treats responsibility as shared. The influencer must make the disclosure, and the advertiser must ensure the post conforms to the Code and can ask for edits or deletion. In your contract, allocate by control: the agency for label checks and draft review, the brand for claims it supplies. See our ASCI guidelines explainer.
Who owns the content creators make for a campaign?
Unless the contract says otherwise, the creator usually keeps ownership and the brand receives the usage rights it paid for. The agency should hold no ownership of campaign content. Require it to obtain rights from each creator that match what it promised you, with a stated window. See our usage rights guide.
Should an agency guarantee views or sales?
No. Nobody controls platform distribution, and a guaranteed number is a red flag. Ask instead for process commitments: a documented vetting method, a plan by a set date, reporting on a set cadence, replacement of creators with weak audiences, and a make-good for missed go-live dates.