UGC Creator Agreement (US)
User-Generated Content (UGC) creator agreement for brand marketing and advertising
UGC CREATOR AGREEMENT
This UGC Creator Agreement (the “Agreement”) is dated [effective date] and is between [brand full legal name] of [brand business address] (the “Brand”) and [creator full legal name] of [creator business address] (the “Creator”). The Brand engages the Creator to produce social-media content featuring the Brand's [brand product or service description] on the terms below.
1. CONTENT AND DELIVERY
1.1 The Creator will produce [number of pieces of content] piece(s) of content matching the format and brief in Exhibit A (the “Content”), and deliver the first cut to the Brand by [initial submission deadline] via [delivery method (e.g. frame.io, dropbox, wetransfer)].
1.2 The Brand will approve the Content or send a single consolidated set of change requests within [approval period (business days)] business days of receiving each submission. If the Brand does not respond in that time, the submission is deemed approved. The Creator will deliver the final un-watermarked files within [final delivery window (business days)] business days of approval and full payment.
2. FEE
2.1 The Brand will pay the Creator a total fee of [total fee (usd)] (the “Fee”), payable as follows: [deposit percentage]% on signature (within [deposit payment period (days)] days of the Creator's invoice), and the balance within [final payment period (days)] days of the Brand's written approval of the final Content. Invoices are sent to [brand accounts payable email].
2.2 The Fee is exclusive of taxes. The Creator is responsible for the Creator's own income and self-employment taxes and will provide a completed IRS Form W-9 (or, if non-US, the appropriate Form W-8) before first payment.
Note: Commercial benchmark: 50/50 split (deposit on signing, balance on delivery and approval) is standard for UGC engagements under $10,000. Net-15 to Net-30 payment terms are typical for SMB Brands. If New York governing law is selected (Section 9 Option B), this Section together with Exhibit A satisfies the New York Freelance Isn't Free Act (GBL Article 44-A, effective 28 August 2024); if any payment date is left blank, payment is due no later than 30 days after services are completed.
3. REVISIONS AND RESHOOTS
3.1 The Brand is entitled to [number of complimentary revisions] complimentary revision(s) per piece of Content (re-edits of existing footage), requested within [revision request window (business days)] business days of submission. Each additional revision is charged at [additional revision fee percentage]% of the Fee allocated to that piece.
3.2 The Brand is entitled to [number of complimentary reshoots] complimentary reshoot(s) per piece of Content (recording new footage), requested within [reshoot request window (business days)] business days of submission. Each additional reshoot is charged at [additional reshoot fee percentage]% of the Fee allocated to that piece.
4. OWNERSHIP AND LICENCE
4.1 The Creator retains all copyright in the Content. On payment of the Fee in full, the Creator grants the Brand:
(a) a non-exclusive, royalty-free, worldwide, perpetual licence to use the Content on the Brand's owned channels (its website, owned social-media accounts, email, and in-store displays) for marketing, communications, and editorial purposes; and
(b) a non-exclusive, royalty-free licence to use the Content in paid digital advertising on [permitted paid-ad channels] within [licence territory] for [paid-ad licence term] from the Effective Date.
4.2 The Brand may make minor edits (cropping, colour, captioning, logos, music substitution, platform reformatting) but will not materially alter the Creator's appearance or voice. The Brand may sub-license its rights to its agencies and ad platforms only to the extent needed to use the Content within these licences.
4.3 The Creator may continue to use the Content on the Creator's own portfolio, showreel, and personal social-media accounts, including after this Agreement ends.
4.4 Any use beyond the scope above (for example, print, out-of-home, packaging, or extending the paid-ad period) requires the Parties to agree an extension fee in good faith before the use begins.
Note: Commercial benchmark: 6 months is the most common starting point for paid-ad licence; 12 months is standard for higher-fee deals; perpetual paid-ad rights typically command a 50%+ uplift on the standard fee. Under 17 U.S.C. Section 204(a), a transfer of copyright must be in a signed writing — this Agreement uses a licence (not a transfer) so the Creator keeps ownership and can keep using their own footage.
5. NAME, IMAGE, LIKENESS, AND VOICE
5.1 The Creator consents to the Brand's use of the Creator's name, voice, image, likeness, and any social-media handle that appears in the Content, but only as part of the Brand's use of the Content under the licence in Section 4 and for the same duration and territory.
5.2 The Brand will not use the Creator's name, voice, or likeness separately from the Content (for example, in a stand-alone press release, on packaging, on a billboard, or in any AI-generated digital replica) without the Creator's separate written consent.
Note: California Civil Code Section 3344 and New York Civil Rights Law Sections 50 and 51 both require prior written consent before using a person's name, voice, or likeness in advertising. Without it, the Brand can be liable for statutory or actual damages plus profits and attorneys' fees. This Section is that written consent — keep it.
6. FTC DISCLOSURE
6.1 Whenever the Creator publishes any of the Content (or any teaser or related post that references the Brand) on the Creator's own accounts, the Creator will include a clear and conspicuous disclosure of the Creator's material connection to the Brand at the start of the post — for example, “#ad”, “#sponsored”, or “Paid partnership with [brand full legal name]” — in line with the FTC Endorsement Guides at 16 C.F.R. Part 255. “#sp”, “#collab”, or buried hashtag-block disclosures are not sufficient.
6.2 Any factual claim the Creator makes about the Brand's products in the Content must reflect the Creator's honest experience or opinion. The Creator will not make health, safety, financial, or earnings claims unless pre-approved by the Brand in writing.
Note: Both Brand and Creator can be liable under the FTC's revised Endorsement Guides (issued 29 June 2023) if disclosure is missing or buried. Practical rule: put #ad in the first line of the caption, not in a hashtag block at the end.
7. CREATOR'S WARRANTIES
7.1 The Creator represents and warrants that:
(a) the Content is the Creator's original work or properly licensed to the Creator;
(b) the Content does not infringe any third party's copyright, trademark, right of publicity, or privacy rights;
(c) any music in the Content is created by the Creator, licensed for commercial and paid-advertising use, or taken from a platform's commercial-music library cleared for paid use (the Creator will not use any general consumer music library that is licensed only for personal, non-commercial use); and
(d) any person other than the Creator who is identifiable in the Content has signed a release allowing the use of their name, image, likeness, and voice on the same terms as this Agreement.
Note: Music is the single most common cause of UGC content getting muted, removed, or the Brand's ad account penalised. TikTok's general music library and Instagram's consumer music library are licensed only for personal use — using a track from there in a boosted post or paid ad is a violation of platform terms and a copyright risk. Use TikTok Commercial Music Library, Meta Sound Collection, licensed stock libraries (Artlist, Epidemic Sound, Musicbed), or original music.
8. INDEPENDENT CONTRACTOR; LIABILITY; TERMINATION
8.1 The Creator is an independent contractor and not an employee, agent, or partner of the Brand. The Creator controls how the Content is produced, may work for other clients, and has no authority to bind the Brand.
8.2 Each Party's aggregate liability under this Agreement is capped at the Fee. Neither Party is liable for indirect or consequential damages or lost profits. These limits do not apply to (a) the Creator's breach of Section 7 (third-party IP and clearances), (b) the Brand's product safety, or (c) fraud or wilful misconduct.
8.3 Either Party may terminate for the other's material breach if not cured within 10 business days of written notice. If the Brand terminates after the Creator has begun work but before the Brand approves the final Content, the Brand will pay a kill fee equal to [kill fee percentage]% of the Fee (less any deposit already paid, but never less than the deposit). The licences in Section 4 only take effect on full payment.
9. GOVERNING LAW
Note: Use either Option A or Option B. Delete the option not selected before signing.
Note: Use Option A if the Brand or Creator is based in California or the Creator works primarily there. Use Option B if either is based in New York. Each option carries different state-law overlays — the notes below summarise the most relevant ones.
Option A (California): This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles. The state and federal courts in [california county for venue (e.g. los angeles county or san francisco county)], California, have exclusive jurisdiction.
Note: California overlay: (a) California Business and Professions Code Section 16600 voids non-compete clauses in employment-type relationships — this Agreement does not contain a non-compete. (b) Use of a person's name, voice, or likeness in advertising without prior consent is actionable under Cal. Civil Code Section 3344; the consent in Section 5 satisfies that statute. (c) The Creator's classification as an independent contractor must hold up under California's ABC test under Labor Code Section 2775 in operational reality, not just on paper.
Option B (New York): This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws principles. The state and federal courts in [new york county for venue (e.g. new york county or kings county)], New York, have exclusive jurisdiction.
Note: New York overlay: (a) Use of a person's name, portrait, picture, or voice for advertising or trade purposes without prior written consent is actionable under N.Y. Civil Rights Law Sections 50 and 51; the consent in Section 5 satisfies that statute. (b) The New York Freelance Isn't Free Act (General Business Law Article 44-A, effective 28 August 2024) applies to most freelance contracts and requires a written contract with itemised services, rate, and payment date — Section 2 and Exhibit A are designed to satisfy it. The City of New York's parallel Freelance Isn't Free Act (NYC Admin Code Sections 20-927 to 20-935) imposes similar obligations where work is performed in or for an NYC-based party.
10. MISCELLANEOUS
10.1 This Agreement (including Exhibit A) is the entire agreement between the Parties on its subject matter and supersedes any earlier proposals or briefs. Any amendment must be in writing and signed by both Parties.
10.2 This Agreement may be signed in counterparts, including by electronic signature, which has the same legal effect as a handwritten signature under the federal E-SIGN Act (15 U.S.C. Section 7001) and the Uniform Electronic Transactions Act as adopted in the governing state (or, in New York, the Electronic Signatures and Records Act).
10.3 If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the rest of this Agreement remains in effect.
SIGNATURES
Each Party signs this Agreement as of the Effective Date and confirms they have read and accept its terms.
FOR THE BRAND
Signature:
Printed Name: [signatory name of the brand]
Title: [signatory title of the brand]
Date: [signature date of the brand]
FOR THE CREATOR
Signature:
Printed Name: [signatory name of the creator]
Title: [signatory title of the creator]
Date: [signature date of the creator]
Note: For US tax purposes, the Creator should provide a completed IRS Form W-9 (or W-8 for non-US persons) before first payment. Do not paste a Social Security Number or EIN into this Agreement.
EXHIBIT A — KEY COMMERCIAL TERMS
Note: Complete this Exhibit before signing. Every variable in the Agreement is filled in here. In case of conflict between this Exhibit and the body of the Agreement, this Exhibit controls only as to the variable values it sets.
Parties and Effective Date
Effective Date: [effective date]
Brand Legal Name: [brand full legal name]
Brand Business Address: [brand business address]
Brand Accounts Payable Email: [brand accounts payable email]
Creator Legal Name: [creator full legal name]
Creator Business Address: [creator business address]
Content
Brand Product or Service: [brand product or service description]
Number of Pieces: [number of pieces of content]
Format / Brief: [content format and brief]
Initial Submission Deadline: [initial submission deadline]
Delivery Method: [delivery method (e.g. frame.io, dropbox, wetransfer)]
Approval Period: [approval period (business days)] business days
Final Delivery Window: [final delivery window (business days)] business days
Fee
Total Fee (USD): [total fee (usd)]
Deposit: [deposit percentage]% on signing
Deposit Payment Period: [deposit payment period (days)] days from invoice
Final Payment Period: [final payment period (days)] days from approval
Revisions and Reshoots
Complimentary Revisions: [number of complimentary revisions]
Revision Request Window: [revision request window (business days)] business days
Additional Revision Fee: [additional revision fee percentage]% of allocated Fee
Complimentary Reshoots: [number of complimentary reshoots]
Reshoot Request Window: [reshoot request window (business days)] business days
Additional Reshoot Fee: [additional reshoot fee percentage]% of allocated Fee
Licence Scope
Permitted Paid-Ad Channels: [permitted paid-ad channels]
Licence Territory: [licence territory]
Paid-Ad Licence Term: [paid-ad licence term]
Termination and Governing Law
Kill Fee: [kill fee percentage]% of the Fee
Governing Law: Selected in Section 9 (Option A: California / Option B: New York)
California Venue (if Option A): [california county for venue (e.g. los angeles county or san francisco county)]
New York Venue (if Option B): [new york county for venue (e.g. new york county or kings county)]
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This version is drafted for New York. US contract and employment rules vary by state, so it will not transfer cleanly elsewhere. Tell GitLaw where the parties are and it adjusts the draft.
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