Phạm TúA contract between an influencer and a commercial partner (including freelancers, brand representatives, or intermediaries like agencies, booking platforms, or tripartite agreements) typically details the terms of the agreement between the two parties. This includes the content to be created, legal protection, compensation, and payment terms. In Vietnam, influencers operating independently often don’t prioritize reading and understanding contract clauses. They frequently focus on immediate payment rather than reviewing the contract conditions. The lack of formal written agreements and reliance on personal relationships can lead to potential legal risks. Furthermore, some influencers exploit this working arrangement to evade personal income tax.
When you’re involved in influencer marketing, it’s crucial to have a contract that ensures the KOC/KOL is accountable. Formalizing the working relationship legally is always preferable to relying solely on financial incentives.
Content of the Influencer Contract
The contract must clearly state the official names of the involved parties, the brand name, product name, campaign name, and the contract’s start date. Use the simplest language possible to describe everything in this section to avoid any future misunderstandings.
Contract Duration with Influencers
In a campaign, the expiry date can have various definitions: the end date of filming, the last posting date, the last date of image usage, or the date of receiving complete deliverables and valid documents. Whether it’s a short or long duration, clearly stating the dates is essential.
Payment Method
This could be cash or free products/services, or both. What are the applicable taxes in each case? Regardless of the services the influencer provides, ensure it’s clearly stated in the scope of work, along with specific payment terms.
KOC/KOL’s Participation in the Campaign
Content distribution and posting are only one aspect of an influencer marketing campaign. There are other crucial parts, such as content creation and campaign information, that need roles assigned.
Some cases require KOCs/KOLs to develop their own scripts with sample content. Others require them to follow specific instructions. In some campaigns, KOCs/KOLs need to come up with their own creative ideas and content. In this case, the contract should specify the number of possible meetings, feedback rounds, revisions, and the timeframe for these.
Expected Results
Is it a guest post, a video blog, a short video, or a brief review? Clearly highlight the expectations.
Approval Process
As mentioned, influencer marketing campaigns work best when there’s harmony between the KOC/KOL and the campaign’s marketing and creative team. In some cases, the marketing/creative team may have suggestions or revisions to the content before posting. Ensure the contract mentions the number of revisions allowed and guarantees extra fees for additional work. This helps control quality and ensures both parties adhere to their work values.
Posting Requirements
For example, how will you share the content on your personal page? If applicable, on which platforms and how many times? Include links to the platforms for review. If it’s a story, require screenshots of the reach. Clearly state KPI expectations, including the level of interaction required from the KOC/KOL with users, to avoid any future conflicts.
Publishing Agreement
This refers to the posting schedule. It should specify the time or timeframe when the KOC/KOL will publish the content. Include any additions the KOC/KOL must make to the content upon uploading, such as discount codes, hashtags, or other links. Record all these details in the contract and include any penalties the KOC/KOL will face for non-compliance, and vice versa.
Content Copyright
If you want the right to edit or modify the KOC/KOL’s content after posting, it’s important to include content copyright in the contract. The copyright clause also addresses permission to use the KOC/KOL’s image or brand name when the brand posts or the agency promotes their campaign.
On the other hand, the KOC/KOL may want to control the content created from their work in the campaign. If so, be sure to mention the usage period for the images and whether it’s temporary or permanent.
Restriction Clause
A common restriction clause is an agreement on the period during which the KOC/KOL is not allowed to work with competitors after the campaign. Therefore, first identify your competitors and include them in the contract. Additionally, require the KOC/KOL to confirm that they have no written contracts with your brand’s competitors.
Termination Clause
What happens if either party feels they no longer align with each other’s target audience? Or if one party breaches the agreement and cannot continue working together? Prepare for these scenarios by including a termination clause that outlines penalties or reimbursement.
Ethical Clause
This is a two-way agreement. It covers the ethics of honest information usage by the KOC/KOL for truthful advertising. The KOC/KOL’s actions during and after the campaign can also damage the brand’s reputation.
