USER-GENERATED CONTENT (UGC) CREATOR AGREEMENT

(Content Production for Brand Marketing Use)

[// GUIDANCE: UGC creators produce content styled as organic user content for brands to use in their own marketing. Unlike influencer agreements, the creator typically does not post on their own channels. However, if content appears to be from an ordinary consumer but is actually sponsored, FTC disclosure requirements still apply when the brand uses the content.]

TABLE OF CONTENTS

1. Parties & Engagement Overview
2. Content Creation Services
3. Deliverables & Specifications
4. Intellectual Property & Content Rights
5. FTC Compliance for Sponsored UGC
6. Compensation & Payment
7. Production & Delivery Process
8. Creator Representations & Warranties
9. Brand Representations & Warranties
10. Indemnification
11. Term & Termination
12. Confidentiality
13. Limitation of Liability
14. General Provisions
15. Signatures
16. Exhibits

1. PARTIES & ENGAGEMENT OVERVIEW

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

BRAND / CLIENT:
Legal Name: [BRAND LEGAL NAME]
Entity Type: [ENTITY TYPE]
Address: [ADDRESS]
Contact Person: [NAME]
Email: [EMAIL]
Phone: [PHONE]

UGC CREATOR:
Legal Name: [CREATOR LEGAL NAME]
Professional Name/DBA: [CREATOR NAME / DBA]
Address: [ADDRESS]
Email: [EMAIL]
Phone: [PHONE]

1.1 Purpose

Brand engages Creator to produce user-generated style content ("UGC") featuring Brand's products or services for Brand's marketing use. Creator understands and agrees that:

(a) Content is produced primarily for Brand's use on Brand's marketing channels;

(b) Content is designed to appear authentic and relatable, styled as organic user content;

(c) This is a work-for-hire or licensed content arrangement, not a traditional influencer partnership;

(d) Creator may or may not be required to post content on Creator's own channels (as specified in Section 2.5).

1.2 Scope of Engagement

☐ Single Project: One-time content creation as specified herein
☐ Retainer: Ongoing content creation over [DURATION]
☐ Multi-Project: [NUMBER] content batches over [DURATION]

2. CONTENT CREATION SERVICES

2.1 Types of UGC Content

Creator agrees to produce the following types of content:

Video Content:
☐ Product unboxing videos
☐ Product review/testimonial videos
☐ How-to/tutorial videos
☐ "Get ready with me" style videos
☐ Day-in-the-life featuring product
☐ Before/after demonstration
☐ Reaction videos
☐ Problem/solution format videos
☐ Comparison videos
☐ User testimony/experience videos
☐ Other: [SPECIFY]

Photo Content:
☐ Product-in-use lifestyle photos
☐ Flat lay product photography
☐ Before/after photos
☐ Aesthetic/styled product photos
☐ Screenshot-style content
☐ Other: [SPECIFY]

Written Content:
☐ Product reviews
☐ Testimonials
☐ Social media captions
☐ Other: [SPECIFY]

2.2 Content Style Guidelines

Content shall be produced in the following style:

Aesthetic:
☐ Polished/professional
☐ Raw/authentic/amateur
☐ Lifestyle/aspirational
☐ Minimalist/clean
☐ Trendy/platform-native
☐ Other: [SPECIFY]

Tone:
☐ Enthusiastic/excited
☐ Casual/conversational
☐ Informative/educational
☐ Humorous/playful
☐ Sincere/heartfelt
☐ Other: [SPECIFY]

Platform Optimization:
☐ TikTok native style
☐ Instagram Reels style
☐ YouTube Shorts style
☐ Facebook native style
☐ Multi-platform adaptable
☐ Other: [SPECIFY]

2.3 Deliverable Specifications

2.4 Raw Files & Variations

☐ Creator shall provide raw/unedited files
☐ Creator shall provide [NUMBER] variations of each deliverable
☐ Creator shall provide content in multiple aspect ratios: [RATIOS]
☐ Creator shall provide content with and without text overlays
☐ Creator shall provide separate audio files (for video)

2.5 Creator Posting Requirements

☐ No Creator Posting Required: Content is for Brand's use only. Creator is not required to post on Creator's own channels.

☐ Optional Creator Posting: Creator may post content on own channels if desired.

☐ Required Creator Posting: In addition to providing content for Brand's use, Creator shall post on the following platforms:
- Platform: [PLATFORM] | Post Date: [DATE] | Min. Live Period: [DURATION]

[// GUIDANCE: If Creator is required to post, additional influencer agreement terms and FTC disclosure requirements apply to those posts. See Section 5.]

3. DELIVERABLES & SPECIFICATIONS

3.1 Content Brief

Brand shall provide a content brief including:

☐ Product/service information
☐ Key messaging and talking points
☐ Visual style references
☐ Approved claims (substantiated)
☐ Prohibited content/messaging
☐ Hashtags and mentions (if any)
☐ Call-to-action requirements
☐ Brand guidelines and assets

3.2 Detailed Deliverable List

3.3 Hook/Script Requirements

☐ Creator shall write original hooks/scripts
☐ Brand shall provide hooks/scripts for Creator to follow
☐ Creator shall provide [NUMBER] hook variations per video
☐ Hooks must be approved by Brand before filming

3.4 Technical Requirements

Video:
- Resolution: Minimum [1080p / 4K]
- Frame rate: [30 / 60] fps
- Lighting: [NATURAL / RING LIGHT / PROFESSIONAL]
- Audio: [BUILT-IN / EXTERNAL MIC / LAPEL]
- Orientation: [VERTICAL / HORIZONTAL / BOTH]
- Watermarks: ☐ None ☐ Brand watermark ☐ Creator watermark

Photo:
- Resolution: Minimum [PIXELS] x [PIXELS]
- Format: [RAW + JPG / JPG ONLY / PNG]
- Editing: [MINIMAL / BRAND FILTER / CREATOR'S STYLE]

3.5 Revisions

• Included revision rounds: [NUMBER]
• Additional revisions: $[AMOUNT] per round
• Revision turnaround: [NUMBER] business days
• Major revisions (requiring re-filming): $[AMOUNT] or new project fee

4. INTELLECTUAL PROPERTY & CONTENT RIGHTS

4.1 Ownership of Content

☐ OPTION A - Full Assignment (Work for Hire):

Creator agrees that all Content created under this Agreement is "work made for hire" as defined by the Copyright Act. All right, title, and interest in and to the Content, including all intellectual property rights, shall vest exclusively in Brand upon creation. To the extent any Content does not qualify as work for hire, Creator hereby irrevocably assigns to Brand all rights in such Content.

☐ OPTION B - License Grant:

Creator retains ownership of the Content and grants Brand the license described in Section 4.2.

4.2 License Grant (If Option B Selected)

Creator grants Brand a:

Exclusivity:
☐ Exclusive license (Creator may not license to others)
☐ Non-exclusive license

Territory:
☐ Worldwide
☐ Limited to: [TERRITORIES]

Duration:
☐ Perpetual
☐ [NUMBER] months/years from delivery

Scope - Brand may use Content for:

☐ Brand's owned social media channels (organic posts)
☐ Paid social media advertising (Meta, TikTok, Google, etc.)
☐ Brand's website and landing pages
☐ Email marketing
☐ Display and programmatic advertising
☐ Connected TV / streaming advertising
☐ Influencer whitelisting / paid partnership ads
☐ Out-of-home advertising
☐ Print advertising
☐ Point of sale and retail displays
☐ Television commercials
☐ Trade shows and presentations
☐ PR and press materials
☐ Internal use and training
☐ All marketing and advertising purposes without limitation

Sublicensing:
☐ Brand may sublicense to affiliates, agencies, and media partners
☐ Brand may not sublicense without Creator's consent

4.3 Creator's Retained Rights

☐ Creator may use Content in personal portfolio and case studies
☐ Creator may not use Content for any commercial purpose
☐ Creator may repost Content on own social media with Brand credit

4.4 Usage Beyond Licensed Scope

If Brand wishes to use Content beyond the scope licensed above, parties shall negotiate additional compensation in good faith.

4.5 Creator's Likeness Rights

Creator grants Brand the right to use Creator's name, image, likeness, and voice as embodied in the Content for the purposes described in this Agreement.

4.6 Moral Rights Waiver

To the maximum extent permitted by law, Creator waives any moral rights in the Content, including rights of attribution and integrity, and consents to Brand's modification of Content.

5. FTC COMPLIANCE FOR SPONSORED UGC

5.1 Disclosure Requirements for Brand-Published UGC

[// GUIDANCE: When brands use UGC-style content that appears to be from ordinary consumers but is actually paid/sponsored content, FTC disclosure requirements apply. The disclosure obligation falls primarily on the advertiser (Brand) when Brand publishes the content.]

Brand's Obligations:

When Brand publishes Creator's Content on Brand's channels or in advertising:

(a) If Content appears to be from an ordinary consumer but is sponsored:
- Brand should include disclosure such as "Paid creator content" or similar
- For ads: Use platform disclosure tools (e.g., "Sponsored" labels)

(b) If Content is clearly identifiable as Brand marketing:
- Standard advertising disclosure requirements apply

(c) Brand shall not represent sponsored UGC as organic consumer reviews

5.2 Disclosure Requirements for Creator-Posted Content

If Creator is required to post Content on Creator's own channels (Section 2.5):

Creator's Obligations:

(a) Creator must clearly disclose the material connection with Brand

(b) Required disclosures per FTC Guidelines (16 CFR Part 255):
- "#Ad" or "#Sponsored" at the beginning of captions
- Verbal disclosure in video content
- Visual disclosure overlay in video content

(c) Disclosures must be clear and conspicuous:
- Not buried in hashtags or at end of captions
- Visible without clicking "more"
- Present throughout video content (not just at end)

(d) See Exhibit A for detailed disclosure guidelines

5.3 Authenticity & Truthfulness

Regardless of who posts:

(a) All statements about Brand's products must be truthful

(b) Creator shall only make claims provided and substantiated by Brand

(c) If Creator has not used the product, any endorsement must clearly disclose this

(d) Neither party shall misrepresent Content as organic/unpaid user content when it is sponsored

5.4 Fake Reviews Prohibition

Pursuant to the FTC's Rule on Fake Reviews (2024):

(a) Brand shall not use Creator's Content as a "consumer review" without disclosure

(b) Brand shall not represent sponsored UGC as unbiased consumer opinions

(c) Creator's Content shall not be posted to review platforms as organic reviews

5.5 Testimonial Requirements

If Content includes product testimonials or claims:

(a) Claims must reflect Creator's honest experience

(b) Objective claims must be substantiated by Brand

(c) Atypical results must include appropriate disclaimers

6. COMPENSATION & PAYMENT

6.1 Content Creation Fee

6.2 Retainer Terms (If Applicable)

☐ N/A - Single project

☐ Monthly retainer: $[AMOUNT]/month for [DELIVERABLES]

☐ Content package: $[AMOUNT] for [NUMBER] pieces over [DURATION]

6.3 Usage Fees (Extended Rights)

If Brand requires usage beyond initial license:

6.4 Payment Schedule

☐ 100% upfront upon Agreement execution
☐ 100% upon delivery and approval of Content
☐ 50/50 split: 50% upfront, 50% upon delivery
☐ Milestone-based:
- [X]% upon Agreement execution
- [X]% upon content approval
- [X]% upon [MILESTONE]

6.5 Payment Method

☐ ACH/Direct Deposit
☐ Wire Transfer
☐ PayPal: [EMAIL]
☐ Venmo: [HANDLE]
☐ Check
☐ Creator platform: [PLATFORM]

6.6 Payment Terms

• Payment due within [NUMBER] days of invoice/milestone
• Late payment fee: [X]% per month

6.7 Product Provision

Brand shall provide:
- Product(s) for content creation: [DESCRIPTION]
- Estimated retail value: $[AMOUNT]
- ☐ Product must be returned ☐ Creator keeps product

6.8 Expenses

☐ No expenses reimbursed - all costs included in fee
☐ Pre-approved expenses reimbursed up to $[AMOUNT]
☐ Props and styling expenses reimbursed: ☐ Yes ☐ No

7. PRODUCTION & DELIVERY PROCESS

7.1 Project Timeline

7.2 Content Submission

Creator shall deliver Content via:

☐ Google Drive: [FOLDER LINK]
☐ Dropbox: [FOLDER LINK]
☐ WeTransfer
☐ Frame.io: [PROJECT LINK]
☐ Email (files under [SIZE]): [EMAIL]
☐ Other: [PLATFORM]

7.3 Review & Approval

(a) Brand shall review Content within [NUMBER] business days of receipt

(b) Brand shall provide consolidated feedback in writing

(c) No response within review period = deemed approved

(d) Creator shall address revisions within [NUMBER] business days

7.4 Acceptance

Content is accepted upon:
☐ Written approval from Brand
☐ Expiration of review period without rejection
☐ Brand's first use of Content

7.5 Rejection Rights

Brand may reject Content only if it:
- Fails to meet specifications in Section 3
- Does not align with the approved brief
- Contains technical defects
- Includes prohibited content

Brand may not reject Content based solely on creative preference if Content meets specifications.

8. CREATOR REPRESENTATIONS & WARRANTIES

Creator represents and warrants that:

8.1 Authority & Capacity

☐ Creator has legal authority to enter this Agreement
☐ Creator is at least 18 years of age
☐ Creator is not bound by any agreement that would prevent performance

8.2 Originality & Rights

☐ All Content is original and created by Creator
☐ Content does not infringe any third-party intellectual property rights
☐ Content does not contain unauthorized third-party content (music, images, etc.)
☐ Creator has the right to grant the licenses/assignments herein

8.3 Truthfulness & Authenticity

☐ All statements in Content are truthful
☐ Testimonials reflect Creator's honest opinions and experience
☐ Creator has disclosed if Creator has not used the product/service
☐ Creator has not been paid by competitors to disparage Brand

8.4 Authenticity of Creator's Online Presence

☐ Creator does not use fake followers, bots, or artificial engagement
☐ Creator's audience metrics are genuine

8.5 Compliance

☐ Creator will comply with all applicable laws
☐ Creator will comply with FTC Guidelines if posting on own channels
☐ Creator will comply with all platform terms of service

8.6 No Conflicts

☐ Creator has disclosed any material relationships with Brand's competitors
☐ Creator is not under exclusivity with any competing brand for this content category

9. BRAND REPRESENTATIONS & WARRANTIES

Brand represents and warrants that:

☐ Brand has authority to enter this Agreement
☐ Brand has rights to all materials provided to Creator (logos, products, briefs)
☐ All approved product claims are truthful and substantiated
☐ Products provided comply with applicable laws and safety regulations
☐ Brand will use Content in compliance with applicable advertising laws
☐ Brand will make appropriate disclosures when using UGC-style sponsored content

10. INDEMNIFICATION

10.1 Creator Indemnification

Creator shall indemnify, defend, and hold harmless Brand from claims arising from:

(a) Creator's breach of representations or warranties
(b) Content that infringes third-party intellectual property rights
(c) False statements made by Creator not authorized by Brand
(d) Creator's gross negligence or willful misconduct
(e) Creator's failure to comply with FTC Guidelines (if Creator posts)

10.2 Brand Indemnification

Brand shall indemnify, defend, and hold harmless Creator from claims arising from:

(a) Brand's breach of representations or warranties
(b) Product liability or defects
(c) Brand's use of Content in a manner not authorized by this Agreement
(d) Brand-provided claims that are false or unsubstantiated
(e) Brand's failure to make required disclosures when publishing Content

10.3 Procedure

The indemnified party shall provide prompt notice and permit the indemnifying party to control the defense.

11. TERM & TERMINATION

11.1 Term

This Agreement begins on the Effective Date and continues until all deliverables are completed and accepted, unless terminated earlier.

For retainer arrangements: Initial term of [DURATION], automatically renewing for successive [RENEWAL PERIODS] unless either party provides [NOTICE PERIOD] days' notice.

11.2 Termination for Convenience

☐ Either party may terminate with [NUMBER] days' written notice

☐ Brand may terminate at any time with payment for completed work

11.3 Termination for Cause

Either party may terminate immediately if the other party:
- Materially breaches and fails to cure within [NUMBER] days
- Becomes insolvent or files for bankruptcy
- Engages in conduct damaging to the other's reputation

11.4 Effect of Termination

Upon termination:
- Creator is paid for approved, delivered Content
- Rights granted in delivered, paid-for Content survive
- Creator returns or destroys Brand's confidential materials
- Sections 4, 8, 9, 10, 12, and 13 survive

12. CONFIDENTIALITY

12.1 Confidential Information

"Confidential Information" includes: product launch information, marketing strategies, pricing, this Agreement's terms, and any information marked confidential.

12.2 Obligations

Each party shall:
- Use Confidential Information only for this Agreement's purposes
- Protect with reasonable care
- Not disclose without consent

12.3 Exclusions

Does not include information that is: publicly available, independently developed, or required by law to disclose.

12.4 Social Media Disclosure

Creator may publicly acknowledge working with Brand in general terms but may not disclose compensation, strategy, or other confidential details.

13. LIMITATION OF LIABILITY

13.1 Cap

EXCEPT FOR INDEMNIFICATION OBLIGATIONS, WILLFUL MISCONDUCT, OR IP INFRINGEMENT, NEITHER PARTY'S TOTAL LIABILITY SHALL EXCEED THE TOTAL FEES PAID OR PAYABLE UNDER THIS AGREEMENT.

13.2 Consequential Damages

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

14. GENERAL PROVISIONS

14.1 Independent Contractor

Creator is an independent contractor, not an employee.

14.2 Governing Law

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

14.3 Dispute Resolution

☐ Litigation: Exclusive jurisdiction in [COUNTY, STATE]
☐ Arbitration: Binding arbitration in [CITY, STATE]

14.4 Entire Agreement

This Agreement, including Exhibits, constitutes the entire agreement.

14.5 Amendments

Amendments require written agreement signed by both parties.

14.6 Severability

Invalid provisions are severed; the remainder continues.

14.7 Assignment

Creator may not assign without Brand's consent. Brand may assign to affiliates or successors.

14.8 Notices

Notices to addresses in Section 1.

14.9 Counterparts

May be executed in counterparts, including electronically.

15. SIGNATURES

By signing below, the parties agree to all terms of this UGC Creator Agreement.

BRAND / CLIENT:

Signature: ____________________________

Name: [PRINTED NAME]

Title: [TITLE]

Date: ____________________________

UGC CREATOR:

Signature: ____________________________

Name: [PRINTED NAME]

Date: ____________________________

EXHIBIT A - FTC DISCLOSURE GUIDELINES

For Creator-Posted Content (If Required by Section 2.5):

Required Disclosures:
- "#Ad" or "#Sponsored" at the beginning of captions
- "Paid partnership with [BRAND]" using platform tools
- Verbal disclosure in video: "This video is sponsored by [BRAND]"
- Visual text overlay in video content

Placement:
- Beginning of caption (before "more" cutoff)
- First 3 seconds of video (visual)
- Beginning of video (verbal)

NOT Acceptable:
- "#sp" or "#spon"
- Disclosure buried in hashtags
- Disclosure only at end of video
- Disclosure requiring click to view

For Brand-Published UGC:

When Brand publishes Creator's Content:
- If Content appears to be organic consumer content: Include "Paid partnership" or similar disclosure
- For paid ads: Use platform's standard advertising disclosures
- Do not represent sponsored content as organic consumer reviews

EXHIBIT B - CONTENT BRIEF TEMPLATE

Project Name: [NAME]

Product(s): [PRODUCTS]

Target Audience: [DEMOGRAPHICS]

Key Messages:
1. [MESSAGE]
2. [MESSAGE]
3. [MESSAGE]

Approved Claims:
- [SUBSTANTIATED CLAIM]
- [SUBSTANTIATED CLAIM]

Tone/Style: [DESCRIPTION]

Hook Ideas:
- [HOOK]
- [HOOK]

Call to Action: [CTA]

Do's:
- [DO]
- [DO]

Don'ts:
- [DON'T]
- [DON'T]

Reference Content: [LINKS TO EXAMPLES]

EXHIBIT C - PRODUCT/MATERIALS PROVIDED

[// GUIDANCE: Review all provisions before execution. Consult legal counsel for your specific situation. FTC requirements are subject to change.]