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UGC Agreement |

Define clear payout rules, commission percentages, and promotional boundaries for the partners driving traffic to your products. Fill out the conversational fields below to watch your contract construct itself in real-time.

UGC Agreement

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UGC Agreement

A. Start The Deal

This is the official start date. Use the day both sides sign or the day the Creator starts work.
Use the legal name of the person or business making the content. If the Creator has an LLC, use the LLC name.
Is the Creator signing as a person or a business?
Choose person if the Creator is signing under their own name. Choose business if a LLC, corporation, or company is signing.
This is the company, agency, or person paying the Creator for the content.
Is the Brand signing as a person or a business?
Most brands and agencies are business. Choose “individual” only if a person is hiring the Creator directly.

B. Define The Content Package

C. Lock In Payment

$
This is the total price the Brand must pay for the content and rights selected in this builder. Generally the more rights a Brand asks for the higher the price
%
A deposit is money paid up front before the Creator starts. A creator friendly demand is generally 50%.
The final balance is the remaining money owed after the deposit. It can be paid before the final content is delivered, at the time the final content is delivered or after the final content is delivered. Net 15 means the Brand must pay the final payment 15 days after the final content is delivered. Net 30 means the Brand must pay the final payment 30 days after the final content is delivered.
A late fee is extra money owed when payment is late. Choose no late fee or choose a monthly percentage. The agreement should always say the fee only applies if allowed by law.
%

D. Control Cancellations And Delays

This is called a kill fee. It protects the Creator if the Brand cancels after time has already been spent. Common choices are 25 percent, 50 percent, or the value of work completed.
A delay means the Brand does not send product, feedback, payment, instructions, or approvals on time. Pick how long the Creator must wait before pausing work.

E. Approvals And Revisions

A revision round is one set of change requests from the Brand. One or two rounds keeps the project controlled. Unlimited changes can become free work.
$
Extra revisions should cost extra because they take more time. Put 0 only if the Creator is truly including unlimited changes.
This creates a deadline for feedback. If the Brand does not respond in time, the content can be treated as approved.

F. Usage Rights

This is called a license. A license means the Brand gets permission to use the content, but the Creator can still keep ownership. A strong Creator friendly license is this: limited, nonexclusive, and nontransferable license.
This is the usage term. It means how long the Brand can keep using the content. More time should usually cost more money.
This controls the location of use. Example: United States only, North America only, or worldwide. Worldwide use is broader and may be worth more money.
What uses are allowed?
Pick every place or purpose where the Brand can use the content. Example: organic social posts, website, email marketing, product page, paid ads, internal use, or sales deck.

G. Paid Ads, Whitelisting, Spark Ads, And Boosting

Paid ads are when the Brand pays to push the content to more people. Paid ad rights should have their own time limit because ads can make the Brand money for a long time.
$
This is the extra fee for letting the Brand run the content as ads. Put 0 only if paid ad use is already included in the total deal price.
Can the Brand run ads through the Creator name, handle, or account?
This covers whitelisting, Spark Ads, and boosting. Whitelisting means ads can run through the Creator account or identity. Spark Ads are TikTok ads using a Creator post. Boosting means paying to push a post to more people. These rights are valuable and should be limited.
$
This is the extra fee for letting the Brand use the Creator identity or post to run ads. Put 0 only if it is already included.

H. Raw Files And Source Files

Will the Brand receive raw files or project files?
Raw files are unedited videos, unedited photos, audio, extra takes, or project files. Source files are working files like CapCut, Premiere, Photoshop, Canva, or project files. These are not included unless selected.
$
Raw files give the Brand more control and future value. They should usually cost extra. Put 0 only if already included.

I. Creator Posting

J. Exclusivity

Is the Creator blocked from working with competitors?
This is called exclusivity. It means the Creator cannot work with certain competing brands for a set time. This limits the Creator income, so it should usually cost extra.
Pick the time period when the Creator cannot work with that competitor category. Shorter is usually better for the Creator.
This is the extra fee for blocking the Creator from other deals. Put 0 only if it is already included.

K. Sensitive Uses, FTC Rules, And Compliance

Can the Brand use the content with adult, restricted, or sensitive products?
Sensitive products include adult products, sexual wellness, alcohol, gambling, tobacco, cannabis, weapons, weight loss, political content, or anything that could affect the Creator image. Strong default: no use unless the Creator gives written approval first.
This is confidentiality. It protects private business information like campaign plans, product launches, prices, customer lists, or unreleased products.
This says which state law controls the agreement if there is a dispute. Many Creators choose their own state or the Brand state.
This is the cure period. It gives a party a short chance to fix a breach before stronger action is taken. A breach means someone broke the agreement.
Should the agreement include FTC disclosure language?
FTC means Federal Trade Commission. If the Creator is paid or gets free products, the Creator may need to clearly say the content is an ad, sponsored post, paid partnership, or gifted product.

L. Signature Details

Use the person who has authority to sign for the Creator or the Creator business.
A title is the signer role, like Owner, Member, Manager, President, or Founder. Hide this if the Creator signs as a person.
Use the email address where the Creator can receive notices about this agreement.
Use the person who has authority to sign for the Brand or agency.
A title is the signer role, like Owner, Manager, Marketing Director, or Authorized Representative. Hide this if the Brand signs as a person.
Use the email address where the Brand can receive notices about this agreement.
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User Generated Content Agreement

1. Agreement

This User Generated Content Agreement is entered into as of [Agreement Start Date] by and between [Creator Legal Name], a [Person or Business] with an address at [Creator Address], referred to as the Creator, and [Brand Legal Name], a [Person or Business] with an address at [Brand Address], referred to as the Brand. The Creator and the Brand may each be called a Party and together the Parties.

2. Deal Summary

The Creator will make the agreed content. The Brand will pay the agreed fee. The Brand may use the content only in the ways this Agreement allows. Any use outside this Agreement requires written approval and may require additional payment.

3. Content Package

The Creator will create and deliver the following content: [Content Deliverables].

The content is for this product, service, or campaign: [Product, Service, or Campaign].

The Brand may post the content without paying for ads only on the following approved locations: [Organic Use Locations].

The Creator will deliver the content by [Delivery Date], unless the Brand causes delay by failing to provide required product, instructions, approvals, access, creative direction, or other materials needed to complete the work.

4. Brand Materials and Instructions

The Brand will provide all products, services, talking points, links, discount codes, required claims, prohibited claims, brand guidelines, and campaign materials reasonably needed for the Creator to complete the content. The Brand is responsible for the accuracy, legality, and support for any product claims, advertising claims, testimonials, scripts, disclosures, or instructions it gives the Creator.

The Creator may refuse or request changes to any instruction that is false, misleading, unsafe, unlawful, prohibited by a platform, or inconsistent with the Creator image, voice, audience, or reputation.

5. Payment

The total fee for this deal is [Total Fee]. The deposit due when the agreement is signed is [Deposit]. The deposit is nonrefundable once the Creator begins work. The final balance is due according to this payment rule: [Final Balance Due].

Unless the builder selection says otherwise, the Creator is not required to release final downloadable files, remove watermarks, grant final usage rights, post content, approve paid ad use, approve whitelisting, approve Spark Ads, approve boosting, or provide raw files until all amounts due are paid in full.

No late fee is charged under this Agreement. This does not waive the Creator right to withhold final files, suspend usage rights, pause work, recover unpaid amounts, or pursue any other remedy allowed by law.

6. Cancellation and Delay

If the Brand cancels after signing but before work begins, the Brand forfeits the deposit as a reservation and administrative fee.

If the Brand cancels after the Creator begins work, no separate kill fee applies. The Brand must still pay for work completed, products purchased, locations booked, contractors hired, and production costs incurred before cancellation.

This Agreement does not give the Creator a separate delay pause right. However, the delivery deadline automatically extends for any period of delay caused by the Brand.

7. Review, Approval, and Revisions

A revision round means one set of change requests from the Brand. A revision may include reasonable edits that match the original brief. A revision does not include a new concept, new script, reshoot, new product, new location, new platform, or changed campaign direction.

No revision is required if it would require the Creator to make a false claim, violate law, violate platform rules, create unsafe content, damage the Creator reputation, or materially change the agreed scope.

No revision rounds are included unless the Creator agrees in writing. Any requested change after delivery is outside the original scope and may require additional payment before the Creator performs the change.

This Agreement does not create automatic approval by silence. The Brand must provide approval in writing before final acceptance, but the Brand may not unreasonably delay approval or use delay to avoid payment.

8. Ownership and License

The Creator owns all rights, title, and interest in the content, including copyrights, concepts, source files, drafts, outtakes, raw footage, captions, scripts created by the Creator, and creative elements made by the Creator. The Brand receives only the permission to use the content expressly granted in this Agreement after full payment. No ownership rights transfer to the Brand unless the Parties sign a separate written ownership transfer agreement.

After full payment, the Brand receives this permission to use the final approved content: [License Type]. The Brand may use the final approved content for [Usage Term], in [Territory], and only for these approved uses: [Approved Uses].

The Brand may not resell, transfer, sublicense, give away, upload into a stock library, use for a different product line, or allow another company to use the content unless this Agreement clearly allows it or the Creator gives prior written approval.

The Brand may use the final approved content only during the usage term selected in this Agreement: [Usage Term]. When that term ends, the Brand must stop using the content unless the Creator gives written renewal approval and the Brand pays any required renewal fee.

9. Paid Ads

The Brand may not use the content in paid ads, boosted posts, sponsored placements, paid social campaigns, search ads, display ads, programmatic ads, affiliate ads, marketplace ads, retargeting ads, or any other paid media placement. Any paid use requires the Creator prior written approval and may require additional payment.

10. Whitelisting, Spark Ads, and Boosting

The Brand may not run whitelisting, Spark Ads, boosting, partnership ads, dark posts, creator account ads, or any advertisement through or connected to the Creator name, handle, account, profile, identity, likeness, post, or audience. Any such use requires the Creator prior written approval and may require additional payment.

11. Raw Files and Source Files

Raw footage, unedited photos, audio, project files, source files, drafts, bloopers, outtakes, unused content, and behind the scenes material are not included. The Brand may not demand, use, edit, publish, or repurpose raw files or source files without the Creator prior written approval and additional payment.

12. Creator Posting

The Creator is not required to post the content on the Creator own channels. The Creator is creating content for Brand use only under the rights granted in this Agreement. The Brand may not imply that the Creator personally posted, endorsed, or recommended the product beyond the approved content.

13. Exclusivity

The Brand receives no exclusivity. The Creator may work with other brands, agencies, products, services, and competitors before, during, and after this project. Nothing in this Agreement restricts the Creator from accepting other work unless the Parties later agree in writing.

14. Adult Products, Restricted Products, and Sensitive Uses

The Brand may not use or adapt the content in connection with adult products, adult entertainment, explicit services, sexual wellness products, alcohol, gambling, tobacco, cannabis, weapons, weight loss, political content, religious content, controversial issues, regulated products, health claims, financial products, or any other sensitive or restricted category. Any such use is a material breach and immediately terminates the license without refund.

15. FTC Disclosure and Platform Compliance

The Parties will comply with applicable advertising, endorsement, disclosure, and platform rules, including required disclosure of paid partnerships, gifted products, affiliate links, sponsored content, and other material connections. FTC means Federal Trade Commission. If the Creator is paid or receives free product, the Creator may need to clearly tell the audience that the content is an ad, sponsored post, paid partnership, or gifted product. The Brand must not ask the Creator to hide, weaken, or omit required disclosures.

16. Artificial Intelligence and Digital Alteration

The Brand may not use artificial intelligence, deepfake tools, voice cloning, face replacement, body alteration, synthetic performance tools, digital manipulation, model training, or dataset training with the content, raw files, source files, likeness, voice, image, name, handle, identity, or performance of the Creator without the Creator prior written approval and a separate written agreement.

17. Confidentiality

This Agreement does not create a separate confidentiality obligation. However, each Party must still comply with applicable law and may not misuse passwords, private account access, customer data, trade secrets, or other protected information.

18. Representations and Warranties

The Creator represents that, to the Creator knowledge, the final content created by the Creator will not knowingly infringe the rights of another person. The Brand represents that it has the right to provide all products, claims, scripts, trademarks, logos, music, links, discount codes, guidelines, and other materials it gives the Creator. The Brand also represents that its products, services, claims, and requested uses comply with applicable law and platform rules.

19. Indemnification

The Brand will defend, indemnify, and hold harmless the Creator from claims, damages, losses, costs, and expenses arising from the Brand products, services, claims, instructions, misuse of the content, unapproved usage, failure to pay, failure to disclose required information, or violation of law or platform rules. The Creator will defend, indemnify, and hold harmless the Brand from claims arising from the Creator knowing infringement of third party intellectual property rights in final content created solely by the Creator.

20. Limitation of Liability

The Creator total liability under this Agreement will not exceed the amount actually paid to the Creator under this Agreement. The Creator is not liable for lost profits, lost revenue, lost business opportunity, reputational harm, platform performance, ad results, algorithm changes, account restrictions, or indirect damages. This limit does not apply to unpaid fees owed by the Brand, unauthorized usage by the Brand, indemnity obligations, confidentiality obligations, or misuse of the Creator name, image, likeness, voice, handle, account, or identity.

21. Independent Contractor Status

The Creator is an independent contractor, not an employee, partner, joint venturer, franchisee, agent, or representative of the Brand. The Creator controls the method, manner, timing, and creative process used to produce the content, subject to the agreed scope and brand guidelines.

22. Notices, Governing Law, and Disputes

Formal notices under this Agreement must be sent by email and, if available, by another written method to the contact information in the signature block. Notice is effective when sent, unless the sender receives an automatic failure notice.

This Agreement is governed by the laws of the State of [Governing Law State], without regard to conflict of law rules. Before filing a lawsuit, the Parties will make a good faith effort to resolve any dispute through written notice and a conference within [Cure Period]. This cure period does not prevent either Party from seeking emergency relief for unauthorized content use, nonpayment, intellectual property misuse, or misuse of name, image, likeness, voice, handle, account, or identity.

23. Entire Agreement

This Agreement is the complete agreement between the Parties regarding the content package. It replaces all prior proposals, messages, emails, texts, direct messages, and discussions about the same subject. Any change must be in writing and signed or clearly approved in writing by both Parties.

Signatures

[Creator Legal Name]

Creator

Signature: ______________________________
Name: [Creator Signer Name]
Email: [Creator Email]
Date: [Date]
[Brand Legal Name]

Brand

Signature: ______________________________
Name: [Brand Signer Name]
Email: [Brand Email]
Date: [Date]

Standby Lawyer™ is not a law firm and does not provide legal advice. No attorney client relationship is created by using this website. The documents and information provided through this site are for general informational and document preparation purposes only.

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