What should a brand deal contract include?

Deliverables and timeline

The contract should describe the content precisely: platform, format, number of posts, length, required mentions or links, and posting dates. Vague deliverables (“a few posts in March”) lead to disputes about whether you’ve been paid for enough work.

Also agree the approval process. How many rounds of revisions does the brand get, how quickly must it respond, and what happens if it doesn’t? A reasonable cap on revisions, with extra rounds paid, protects your schedule.

Payment terms

Set out the fee, when it’s paid (upfront, on posting, or split), the payment window after invoice, and late payment consequences. Ask for a kill fee if the brand cancels after you’ve started, and say whether expenses, travel or products are covered.

On tax: if your worldwide taxable sales are over $30,000 in a calendar quarter or over four consecutive quarters, you generally must register for GST/HST, and charge it on your fees where it applies. See small supplier and the CRA’s guidance. Products you receive as payment can also have tax consequences; ask an accountant.

Usage rights: where the value is

Usage rights decide what the brand can do with your content after it’s posted. They often matter more to the price than the posts themselves. Pin down:

• Channels: only your post, or the brand’s own social accounts, website, email, in-store or TV?
• Organic or paid: can the brand put ad spend behind it?
• Whitelisting or creator licensing: can the brand run ads from your handle (for example, Spark Ads on TikTok or partnership ads on Instagram)? That gives the brand access to your account’s ad identity, so limit the duration and get approval rights.
• Duration and territory: 30 days, a year, or “in perpetuity”? Canada only, or worldwide?
• Edits: can the brand cut, crop, add text or combine your content with other material?

Price paid usage and longer terms separately. “Perpetual, worldwide, all media” usage at an organic-post fee is a common mismatch.

Who owns the content?

Usually you, unless you sign it away. Under section 13 of the Copyright Act, the author of a work is generally its first owner, unless it’s made by an employee in the course of employment. An independent creator who makes content for a brand usually keeps copyright, and the brand gets only what the contract gives it.

There are two ways to give it:

• A licence lets the brand use the content in the agreed ways while you keep ownership. This is the usual approach in brand deals.
• An assignment transfers ownership. It must be in writing and signed by the owner.

Many brand forms are written for the US and say the content is a “work made for hire”. That concept doesn’t transfer ownership from an independent creator under Canadian law; read the clause for what it’s actually trying to do. Watch for language that assigns your raw footage, outtakes or your channel name too.

Moral rights under section 14.1, including the right to the integrity of your work and to be associated with it, can’t be assigned, but they can be waived. Brands often ask for a waiver. You can limit it, for example to edits that don’t change the meaning or associate you with another product.

Exclusivity

Brands often ask you not to work with competitors. Define the category narrowly (“plant-based protein powders”, not “food and beverage”), set a short duration that ends soon after the campaign, and price it: exclusivity costs you other deals.

Disclosure: #ad is the law, not etiquette

The Competition Act prohibits false or misleading representations, and the Competition Bureau’s influencer marketing guidance says a material connection between you and a brand, such as payment, free products or a discount, should be disclosed clearly and prominently in the post itself. Ad Standards’ industry disclosure guidelines give practical direction on wording and platform tools.

The Bureau’s guidance is that both the brand and the influencer can be responsible. Your contract should require disclosure, say who’s responsible for the wording, and not let the brand ask you to hide the relationship.

Product claims

You’re responsible for what you say, even if the brand wrote it. Ask the brand to supply approved claims and to stand behind them, and don’t make performance claims you can’t support. Health, wellness and supplement products have additional Health Canada rules on what can be claimed, so expect tighter scripts.

Termination, morals clauses and indemnities

• Termination: how either side can end the deal, and what you’re paid for work done.
• Morals clauses: brands often want to end the deal if you do something that harms their reputation. Ask for a clear definition and, ideally, a mutual clause.
• Indemnities: you may be asked to cover the brand’s losses from your content. Limit it to things within your control, cap it, and ask for an indemnity back for the brand’s product and claims.

Other terms worth checking

• Music and third-party material: commercial use of popular music usually needs a licence; use the platform’s commercial library or cleared tracks.
• People in your content: get releases from anyone identifiable, especially in paid ads.
• Confidentiality: campaign details are often confidential until launch. See NDAs.
• Governing law: a governing law clause choosing Ontario is easier for you than a US state.
• Direct messages: promotional messages sent for a brand can bring in CASL.

What to do next

1. Get the deal in writing before you start, even if it’s a short email agreement.
2. List the usage rights the brand wants and price paid usage, whitelisting and exclusivity separately.
3. Replace “work made for hire” or broad assignments with a licence, unless you’re being paid to transfer ownership.
4. Confirm disclosure wording and approved product claims.
5. Diary when the usage term and exclusivity end.

We review or draft brand deal contracts and content licensing agreements at fixed fees shown on our fees page. See also brand deals and licensing and, if you hire editors or designers, who owns work a contractor makes.

This guide is general information about Ontario and Canadian law, not legal advice for your situation. To talk through a deal, book a free 15-minute consult.