Understanding Your Influencer Talent Agency Management Agreement
Hey there! So, you’ve just been offered representation with an influencer management agency – that’s awesome news! You’re probably super excited and ready to sign on the dotted line, right? But hold up a second! It’s important to really understand what you’re signing up for.
These agency management agreements aren’t just formalities – they’re legally binding contracts. That means you’ve got to take a good, hard look at all the terms and conditions, and make sure you get what they mean for you and for the agency.
In this blog, we’re going to look at the essential aspects of talent agency contracts. Think everything from exclusivity and the services offered, to the scope of the contract, fees, and all those other key details. Remember, these contracts are not one-size-fits-all and often need a bit of tweaking to really fit your needs and protect your rights.
As someone who’s been negotiating influencer agreements for over a decade through The Business Of Influence and my law firm, believe me when I say that almost every contract needs some fine-tuning. And here’s a pro tip: always get these contracts checked out by a legal expert who knows the influencer world inside out.
This blog is part of a series that’s all about helping you understand the influencer-agency relationship inside out. If you’re hungry for more, the series posts will be linked throughout this post and they’re packed with useful info.
Let’s get you prepped for understanding your Talent Agency Management Agreement!
Understanding Talent Agency Agreements
If prepared properly, the agreement will be a legally binding contract to establish a commercial relationship between you and the agency. It’s important to thoroughly understand the terms, conditions, and your obligations before signing.
The agreement should outline terms and conditions regarding representation, services provided by the agency, income details, and the duration of the agreement. It’s also important to understand that these agreements aren’t just standard forms; they are often tailored to suit the unique needs of both the influencer and the agency. The fine print can include various clauses, like exclusivity terms, commission percentages, and obligations on both sides. In essence, these agreements set the stage for the relationship, defining how you will managed, marketed, and monetised.
The format of agreements will vary significantly, and it would be unusual for any agency to have the same agreement as another. As we work through different sections of an agreement in this post, be mindful that these sections won’t appear in order on all agreements, or perhaps not at all. If a section referred to is missing, you should discuss this with the agency.
Key Sections of Talent Agency Agreements
Check the Entities on the Agreement
On the first page of the agreement the “Parties” will be listed. Typically, one Party will be the Talent Agency and the other will be you. Check the details of the talent agency company through free government database searches and that your name, company name (if applicable) and other details are correct.
Date of the Agreement
Check that the Agreement hasn’t been pre-dated for you. Once you are ready to sign and accept the agreement you can date the agreement at that time. The date is important as usually, this will be the commencement of the Term of the agreement. In other words, when you start working with the agency.
Term of the Agreement
The “Term” refers to the duration for which the agreement is valid. It might be comprised of the following sections:
- Commencement and Initial Term: The agreement begins on a specified start date and continues for the initially agreed-upon period, known as the “Initial Term”; and
- Termination or Renewal: The Initial Term may end either by termination or can be extended or renewed.
- Notice Requirement for Non-Continuation: If either party chooses not to continue into a Subsequent Term, they must provide 30 days written notice of this intention.
Essentially, the Term defines the period during which the contract is in force and outlines the conditions for its renewal or termination.
The Services section of the agreement will set out the Services the Agency provides to you, that you provide to the agency and any exclusions. For example, in the case of:
- the Agency: it will typically include Brand Partnership and Negotiations but could also include public speaking, tv, film, publishing, radio contracts. Also, PR and Media Representation, career management and development, financial management, marketing and promotion, and legal support in relation to contracts and intellectual property.
- You, as the Influencer or Content Creator: typically content creation, brand representation, engagement and interaction. The Services you need to deliver may also include feedback and reporting, compliance with agreements, availability for projects and events.
The Services section could also include additional clauses around restraint periods, which is important to review as it could limit you from working with a brand that has been introduced by the Agency for up to a year or more, plus other warranties around the agency and your capacity to provide Services to a particular standard.
Also, the Services section may set out if you are providing the Services on an exclusive on non-exclusive basis to the Agency. Listen in to Episode 20 Exclusive vs Non-Exclusive Talent Agreements – What You Need to Know to learn more about these different types of relationships.
Payment Terms and Fees
The agreement should clearly set out how and when you will be paid for campaigns. For example, on receipt of a compliant invoice and within 5 business days of the agency receiving payment from the brand, less any applicable fees.
In relation to fees, carefully check your entire agreement to understand what fees the agency will be charging you. These fees could include commission, retainer, marketing, booking, cancellation and/ or admin fees and any third-party expenses. Listen in to Episode 21 to learn about What Fees to Expect from Your Influencer Management Agency to learn more about agency fees.
Pay particular attention to the intellectual property section of the contract, ensuring that you retain all ownership rights to content you create.
Under this clause the Agency may request that you provide them with a licence to use your content in certain ways. Again, this needs to be carefully reviewed to ensure your rights and income earning potential aren’t reduced.
In addition to the Services you provide, the Agency may require further obligations from you, such as:
- Fulfilling Briefs: That you must use your best efforts to fulfill any briefs provided by the agency. Pay attention to this!
- Providing Necessary Items: Unless provided by a third party, that you will be responsible for supplying all equipment, props, and other necessary items for fulfilling briefs, at your own expense.
- Accepting Agency Direction: that you should accept reasonable directions and requirements from the agency related to briefs. You want to ensure you retain the right to reject any brief for any reason.
- Providing Information: Upon the agency’s request, that you must provide any additional information needed to perform the services in a timely manner.
- Referring Enquiries: that all in-bound enquiries must be referred to the agency for follow-up.
- Engaging with Third Parties: that you can only engage with third parties introduced by the agency, except for excluded third parties.
- Meeting Disclosure Requirements: that you must meet all legal disclosure requirements, including the use of appropriate hashtags as required by the agency or third parties.
- Content Review: Before publishing, you must give the agency a chance to review any content related to a brief or project.
- Maintaining Reputable Engagement: you must maintain an acceptable level of audience engagement and conduct yourself in a manner that does not bring disrepute to yourself, the agency, or associated brands. This includes adhering to community standards and avoiding any actions or statements that could negatively impact the reputation of any parties involved.
- Display of Management Statement on all relevant social media channels and websites you own or operate – eg the agency’s contact information in your social media bios and website.
We’ll discuss these obligations more fully in future podcasts and blogs.
Other General Terms and Conditions
Look over the agreement so you’re familiar with:
- Confidentiality Terms this might apply specifically to the agreement and the brands and campaigns you work on.
- Warranties any warranties that are included on behalf of the agency, or that you are bound to. In this section the agency might state they do not guarantee any level of income to you or results for the services they provide to you. YouR warranty might include an obligation to provide information that is accurate and doesn’t impose on any third party rights.
- Disputes – this section will set out how disputes need to be resolved if they arise. It plays an important role if the agreement needs to be terminated.
- Termination – if things aren’t working out, or the contract is not going to be renewed or extended, you need to be very clear on what that process looks like and how you will be paid any remaining fees under the termination process.
- Other sections of the agreement might include legal definition of terms, a schedule with information that relates specifically to you (such as brands or services excluded under the agreement) and other general terms and conditions.
Negotiating the Talent Agency Contract
Negotiating your talent management contract involves a strategic understanding of your value, an awareness of potential pitfalls, experienced legal review to ensure a fair and beneficial agreement; and transparent and respectful communication with your agency. A good agency will be open to negotiating terms with you and encourage you to have the agreement legally reviewed. Everyone benefits from setting up a professional relationship from the beginning, so don’t be reluctant to have these conversations.