Sponsored Content Agreement

SPONSORED CONTENT AGREEMENT

(Single Campaign / Short-Term Engagement)

TABLE OF CONTENTS

1. Parties & Campaign Overview
2. Sponsored Content Deliverables
3. FTC Disclosure Requirements
4. Compensation
5. Content Review & Approval
6. Intellectual Property
7. Representations & Warranties
8. Compliance & Restrictions
9. Term & Termination
10. Indemnification & Liability
11. General Provisions
12. Signatures

1. PARTIES & CAMPAIGN OVERVIEW

This Sponsored Content Agreement ("Agreement") is entered into as of [EFFECTIVE DATE] ("Effective Date") between:

SPONSOR:
Name: [SPONSOR LEGAL NAME]
Entity Type: [ENTITY TYPE]
Address: [ADDRESS]
Contact: [NAME] | [EMAIL] | [PHONE]

CONTENT CREATOR:
Name: [CREATOR LEGAL NAME / DBA]
Address: [ADDRESS]
Contact: [EMAIL] | [PHONE]

Campaign Summary

2. SPONSORED CONTENT DELIVERABLES

2.1 Required Deliverables

Creator agrees to produce and publish the following sponsored content:

2.2 Content Specifications

Visual Content:

• Minimum resolution: [RESOLUTION]
• Aspect ratio: [RATIO]
• File format: [FORMAT]

Video Content:

• Duration: [MIN] to [MAX] seconds/minutes
• Format: [FORMAT]
• Sound: ☐ Required ☐ Optional

Caption/Copy:

• Minimum length: [WORDS/CHARACTERS]
• Required mentions: [@HANDLE], [HASHTAGS]
• Required link: ☐ Bio link ☐ Swipe up ☐ Link in post ☐ N/A

2.3 Key Messaging

Creator shall incorporate the following key messages:

1. [KEY MESSAGE 1]
2. [KEY MESSAGE 2]
3. [KEY MESSAGE 3]

Approved Product Claims (Substantiated by Sponsor):

• [CLAIM 1]
• [CLAIM 2]

IMPORTANT: Creator shall NOT make any product claims beyond those listed above without Sponsor's prior written approval.

2.4 Content Requirements

All sponsored content must:

☐ Feature the product/service prominently
☐ Reflect Creator's authentic voice and style
☐ Comply with platform terms of service
☐ Include required FTC disclosures (see Section 3)
☐ Not include competitor products or brands
☐ Meet all technical specifications above
☐ Be posted at the agreed date/time
☐ Remain live for minimum of [DURATION]

2.5 Minimum Live Period

Content must remain published and unmodified for a minimum of [30/60/90/PERPETUAL] days from the posting date, unless removal is required by law or platform policy.

3. FTC DISCLOSURE REQUIREMENTS

3.1 Legal Requirement

This sponsored content constitutes a "material connection" under the Federal Trade Commission's Endorsement Guides (16 CFR Part 255). Disclosure is legally required and non-negotiable.

3.2 Mandatory Disclosure Language

Creator MUST include one of the following disclosures in EVERY piece of sponsored content:

Primary Options (Choose One):
☐ "#Ad"
☐ "#Sponsored"
☐ "#Advertisement"
☐ "Paid partnership with [SPONSOR NAME]"
☐ "Sponsored by [SPONSOR NAME]"
☐ "Ad:" at the beginning of caption

3.3 Disclosure Placement Rules

For Static Posts (Instagram, Facebook, Twitter, LinkedIn):

• Disclosure must appear at the BEGINNING of the caption
• Must be visible without clicking "more" or "see more"
• Must NOT be buried among other hashtags
• Use platform's "Paid Partnership" label if available

For Video Content (TikTok, Reels, YouTube, Stories):

• BOTH visual AND verbal disclosure required
• Visual: On-screen text clearly visible
• Verbal: Spoken disclosure in the audio
• Duration: Text must be on screen long enough to read (minimum 3 seconds)
• Placement: At the beginning of the video, not end

For Blog Posts:

• Disclosure at the TOP of the post before any sponsored content
• Clear, prominent formatting (bold, highlighted)
• Not hidden in small print or footnotes

For Live Streams:

• Disclosure at the beginning
• Repeat disclosure every 30 minutes
• Repeat when significant new viewers join

For Podcasts/Audio:

• Verbal disclosure at the START of sponsored segment
• Clear statement: "This episode/segment is sponsored by [SPONSOR]"

3.4 Prohibited Disclosure Practices

The following are NOT compliant with FTC Guidelines:

☐ Using abbreviations like "sp," "spon," or "collab"
☐ Placing disclosure only in bio or about section
☐ Burying disclosure in a list of hashtags
☐ Using disclosures that require clicking to view
☐ Placing disclosure at the end of long captions
☐ Using unclear terms like "Thanks [Brand]" alone
☐ Mixing disclosure with unrelated hashtags
☐ White text on light backgrounds or small fonts in video

3.5 Platform-Specific Tools

Creator shall use available platform disclosure tools:

3.6 Compliance Verification

☐ Sponsor reserves the right to review all content for FTC compliance before and after posting
☐ Creator shall promptly correct any non-compliant disclosures upon Sponsor's request
☐ Failure to include proper disclosures is a material breach of this Agreement

3.7 Acknowledgment

Creator acknowledges:

• FTC violations may result in penalties of over $53,000 per violation (as of 2025)
• Each non-compliant post may be counted as a separate violation
• Both Creator and Sponsor may be held liable for disclosure failures

4. COMPENSATION

4.1 Payment Amount

4.2 Payment Schedule

☐ Upfront: Full payment upon execution of this Agreement
☐ Upon Delivery: Full payment upon content approval
☐ Upon Posting: Full payment upon content going live
☐ Split Payment:

• [X]% ($[AMOUNT]) upon execution
• [X]% ($[AMOUNT]) upon content approval
• [X]% ($[AMOUNT]) upon posting

4.3 Payment Method

☐ ACH/Direct Deposit
☐ Wire Transfer
☐ Check
☐ PayPal/Venmo: [ACCOUNT]
☐ Creator Platform: [PLATFORM]

4.4 Payment Terms

• Payment due within [NUMBER] days of [TRIGGER EVENT]
• Late payments accrue interest at [X]% per month

4.5 Expenses

☐ No expenses reimbursed
☐ Pre-approved expenses reimbursed up to $[AMOUNT]
☐ All reasonable production expenses reimbursed

4.6 Taxes

Creator is responsible for all applicable taxes. Sponsor will issue IRS Form 1099-NEC if payments exceed $600 in a calendar year.

5. CONTENT REVIEW & APPROVAL

5.1 Submission Process

1. Creator submits draft content to [EMAIL/PLATFORM]
2. Submission must be at least [NUMBER] business days before posting date
3. Include: visual content, caption/script, and disclosure placement

5.2 Review Timeline

• Sponsor will respond within [NUMBER] business days
• No response within timeline = deemed approved

5.3 Revision Process

• Creator shall make reasonable revisions consistent with this Agreement
• Maximum revision rounds included: [NUMBER]
• Additional revisions: $[AMOUNT] per round

5.4 Approval Confirmation

Content may not be posted until Creator receives written approval (email acceptable).

5.5 Post-Publication Changes

Creator shall not:

• Edit or modify approved content after posting
• Delete content before the Minimum Live Period expires
• Archive content during the Minimum Live Period

6. INTELLECTUAL PROPERTY

6.1 Content Ownership

☐ Creator Retains Ownership: Creator owns all rights to the content, subject to the license granted to Sponsor below.

☐ Work for Hire: Content is "work made for hire" and all rights belong to Sponsor.

6.2 License Grant (If Creator Retains Ownership)

Creator grants Sponsor a:

Scope:
☐ Non-exclusive ☐ Exclusive

Territory:
☐ Worldwide ☐ Limited to: [TERRITORIES]

Duration:
☐ Perpetual ☐ [NUMBER] months/years

Rights:
License to use, reproduce, modify, display, distribute, and sublicense the content for:

☐ Sponsor's owned social media
☐ Sponsor's website
☐ Email marketing
☐ Paid digital advertising
☐ Print advertising
☐ Out-of-home advertising
☐ Television/streaming
☐ Point of sale/retail
☐ PR and press materials
☐ All marketing purposes

6.3 Usage Fee for Extended Rights

If Sponsor desires rights beyond the scope above, parties shall negotiate additional compensation in good faith.

6.4 Creator's Portfolio Rights

Creator may use the content in their portfolio and case studies, with credit to Sponsor.

6.5 Third-Party Content

Creator warrants that content does not infringe third-party intellectual property rights and contains no unauthorized third-party content (music, images, trademarks, etc.).

7. REPRESENTATIONS & WARRANTIES

7.1 Creator Represents and Warrants:

☐ Creator has legal authority to enter this Agreement
☐ Creator owns/controls all social media accounts used for the campaign
☐ Creator's audience metrics are genuine (no purchased followers or fake engagement)
☐ Content will be original and not infringe third-party rights
☐ All statements about the product will be truthful and reflect genuine experience
☐ Creator has disclosed any conflicts of interest or competing relationships
☐ Creator is at least 18 years old
☐ Creator will comply with all applicable laws, including FTC Guidelines
☐ Creator will use the product/service before endorsing it (or disclose if not)

7.2 Sponsor Represents and Warrants:

☐ Sponsor has authority to enter this Agreement
☐ All product claims provided are truthful and substantiated
☐ Products comply with applicable laws and regulations
☐ Sponsor owns or has rights to all materials provided to Creator

8. COMPLIANCE & RESTRICTIONS

8.1 FTC Compliance

Both parties shall comply with the FTC Endorsement Guides (16 CFR Part 255). See Section 3 for detailed requirements.

8.2 Truthfulness

Creator shall only make truthful statements about the product/service. Any product claims must be pre-approved by Sponsor and substantiated.

8.3 Product Usage

☐ Creator must personally use the product/service before endorsing it
☐ If Creator has not used the product, this must be clearly disclosed

8.4 Prohibited Content

Creator shall not include:

• Competitor products, logos, or mentions
• Political content or controversial statements
• Content that could damage Sponsor's reputation
• Profanity, nudity, or adult content
• Illegal activities or substances
• Violence or dangerous activities
• Misleading or false statements

8.5 Exclusivity

☐ No Exclusivity: Creator may work with competing brands.

☐ Limited Exclusivity: Creator shall not post sponsored content for direct competitors in the [CATEGORY] category during the campaign period plus [NUMBER] days after.

☐ Platform Exclusivity: Exclusivity applies only to [PLATFORM(S)].

8.6 Platform Terms

Creator shall comply with all applicable platform terms of service and community guidelines.

9. TERM & TERMINATION

9.1 Term

This Agreement begins on the Effective Date and terminates upon completion of all deliverables and expiration of the Minimum Live Period, unless terminated earlier.

9.2 Termination by Either Party

Either party may terminate for material breach if the breach is not cured within [5] business days of written notice.

9.3 Termination by Sponsor

Sponsor may terminate immediately if:

• Creator fails to include required FTC disclosures
• Creator makes false or misleading claims
• Creator's conduct damages Sponsor's reputation
• Creator breaches any material term

9.4 Effect of Termination

Upon termination:

• Creator receives payment for approved, posted content only
• License grants survive for posted content (unless terminated for Creator's breach)
• Creator shall cease using Sponsor's trademarks and materials

10. INDEMNIFICATION & LIABILITY

10.1 Creator Indemnification

Creator shall indemnify Sponsor against claims arising from:

• Creator's breach of this Agreement
• Creator's violation of FTC Guidelines
• Content that infringes third-party rights
• False or unauthorized claims made by Creator
• Creator's negligence or misconduct

10.2 Sponsor Indemnification

Sponsor shall indemnify Creator against claims arising from:

• Sponsor's breach of this Agreement
• Product liability claims
• False claims in Sponsor-provided messaging

10.3 Limitation of Liability

NEITHER PARTY'S TOTAL LIABILITY SHALL EXCEED THE TOTAL COMPENSATION UNDER THIS AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

10.4 FTC Liability Acknowledgment

Both parties acknowledge that FTC violations may result in civil penalties exceeding the compensation under this Agreement.

11. GENERAL PROVISIONS

11.1 Independent Contractor

Creator is an independent contractor, not an employee of Sponsor.

11.2 Confidentiality

Campaign details and Agreement terms are confidential, except as required for FTC disclosures or by law.

11.3 Governing Law

This Agreement is governed by the laws of [STATE].

11.4 Dispute Resolution

☐ Courts: Exclusive jurisdiction in [COUNTY, STATE]
☐ Arbitration: Binding arbitration in [CITY, STATE] under [AAA/JAMS] rules

11.5 Entire Agreement

This Agreement constitutes the entire understanding between the parties.

11.6 Amendments

Amendments must be in writing signed by both parties.

11.7 Severability

Invalid provisions shall be severed; the remainder continues in effect.

11.8 Assignment

Creator may not assign without Sponsor's written consent.

11.9 Notices

Notices to the contact information in Section 1.

11.10 Force Majeure

Neither party is liable for delays due to circumstances beyond their control.

12. SIGNATURES

By signing below, the parties agree to all terms of this Sponsored Content Agreement.

SPONSOR:

Signature: ____________________________

Name: [PRINTED NAME]

Title: [TITLE]

Date: ____________________________

CONTENT CREATOR:

Signature: ____________________________

Name: [PRINTED NAME]

Date: ____________________________

ATTACHMENT A: PRODUCT/MATERIALS PROVIDED

☐ Products must be returned after campaign
☐ Products are gifted to Creator

ATTACHMENT B: APPROVED VISUAL ASSETS

Sponsor provides the following for Creator's use:

• Logo files: ☐ Yes ☐ No
• Product images: ☐ Yes ☐ No
• Brand guidelines: ☐ Yes ☐ No
• Other: [SPECIFY]

ATTACHMENT C: FTC DISCLOSURE CHECKLIST

Before posting, Creator confirms:

☐ Disclosure is included
☐ Disclosure uses approved language (#Ad, #Sponsored, etc.)
☐ Disclosure is at the BEGINNING of caption/post
☐ Disclosure is visible without clicking "more"
☐ For video: BOTH visual and verbal disclosure included
☐ Disclosure is clear, not hidden among hashtags
☐ Platform disclosure tools used (if available)
☐ Disclosure is in the same language as the content