June 14, 2022
Is your relationship starting to get serious…with a new brand? Before you lock things down, put everything about your new brand partnership in writing by using a contract. More importantly,readthe contract the brand offers you. And if you see an indemnification clause, read it extra carefully. We talk about what you should look for in your influencer contract below.
Ever heard of an “indemnity” or an “indemnification clause?” If you already have a few brand partnerships under your belt, you might’ve seen them in your previous contracts. Here’s an example.
The Influencer shall indemnify the Company, its affiliates, directors, officers, employees, and agents from any and all claims, damages, or lawsuits (including reasonable attorney’s fees) arising out of 1) acts of negligence by the Influencer 2) a breach by the Influencer of the obligations under this contract.
“Indemnify” means “to compensate someone for harm or loss.” You see it in insurance claims, lawsuits, and contracts all the time. So what does that mean for influencers?
In plain terms, if the brand you work with gets sued,you are responsible for paying the entire amount of the settlement. Yep. Shocking, right?
Let’s say you’re an influencer in the health and wellness space and you post an Instagram Reel about a line of supplements. The supplements have adverse side effects, and unfortunately, someonewho saw your Reelgets sick and decides to sue the brand.
Youare held liable, or are responsible, for all the costs associated with that lawsuit.Not the brand. That could be tens of thousands or hundreds of thousands of dollars.
Panicking? Take a deep breath, because you don’t have to accept that responsibility when signing a contract with a new brand!
Indemnification clauses aren’t inherently bad, and they’re pretty much always included in your contracts. It’s just that this kind of indemnification clauseshould be the other way around. You want the brand to be held financially responsible for any lawsuits, not you.
If your contract says that you shall indemnify the company (or something similar), don’t be afraid to negotiate with the brand. Draw up your own clause where the brand or company indemnifies the influencer. Here’s an example.
The Company shall indemnify and hold harmless the Influencer from and against any action under negligence, patent, copyright, strict liability, claim or demand relating to the Influencer fulfilling their obligations under this contract.
You could also call this a “limited liability” clause. It will protect you from legal action that should be aimed at the brand, not at you.
We reeeaaally hope this goes without saying, but before you even start to worry about indemnification clauses, you should have a contract first. Always bring that up when forging a new brand partnership. Don’t settle for a handshake deal between you and the brand! That’ll just set yourself up for trouble from the get go.
You don’t have to settle for the brand’s contract, either. It’s perfectly fine to have them sign a contract of your own! And like we said,readevery word before signing. If you don’t like some of the terms, negotiate! You got this.
Protect your biz and personal brand with our Brand Collaboration Contract Template, which is perfect for influencers, affiliates, and bloggers. It has everything you need to know about payments, indemnities, intellectual property ownership, and more. Get yours today!