UGC brand deal contract checklist: what to check before you sign
A clause-by-clause brand deal contract checklist for UGC creators: what to check, the red flags to push back on, and how to politely ask a brand for changes.
Before you sign a brand deal, check twelve things: who the deal is with, the deliverables, the timeline and approvals, revisions, payment, usage rights, whitelisting, exclusivity, ownership and raw files, edits, cancellation, and the legal fine print. Most UGC contracts are built from those same clauses. Once you know what each one is for, you can read a ten-page contract in one sitting and know exactly what to ask about.
This checklist goes clause by clause: what to look for, the red flag, and how to ask for a change. It is not legal advice. For a large deal, or anything you do not understand, have a lawyer read it before you sign.
Before you start: you can negotiate
A contract is the brand's first draft, not a final offer. Brands expect questions, including from small creators.
You do not need to push on everything. Pick the two or three clauses that matter most to you, ask clearly and politely, and give a one-line reason. If a brand refuses every reasonable change, that tells you something about how the rest of the deal will go.
The clause-by-clause checklist
1. Parties and scope
- Check: the brand's legal name, who signs for it, and a one-line summary of the project.
- Red flag: an agency signs but the brand is the one paying, with no clarity on who owes you.
- Ask: "Can we confirm which company is responsible for payment?"
2. Deliverables
- Check: number of videos, length, format, aspect ratio, hooks or variations, and whether raw footage is included. If it is not written down, it is not part of the deal.
- Red flag: vague wording like "content as needed." That is how one video turns into five.
- Ask: "Can we list the deliverables as 3 videos, 30 seconds each, 9:16, with 2 hook variations?"
3. Timeline and approvals
- Check: when the brief and product arrive, when you deliver, and how long the brand has to approve.
- Red flag: no approval deadline. A deal can sit in "waiting for feedback" for a month while your payment waits with it.
- Ask: "Can we add a 5 business day approval window, with the content counted as approved if there's no reply by then?"
4. Revisions
- Check: how many rounds of changes are included, and what counts as a revision versus a new brief.
- Red flag: "unlimited revisions" or "until the brand is satisfied."
- Ask: "I'm happy to include two rounds of revisions. Can we cap it there, with extra rounds billed separately?"
5. Payment
- Check: the fee, the currency, when it is due, and what starts the clock. "Net 30 from invoice" is clear.
- Red flag: payment that starts at a vague future point, like "30 days after the campaign ends," or no due date at all.
- Ask: "Can we tie payment to the invoice date, Net 30, with a deposit on signing?" Our guide on how to invoice a brand covers terms and deposits.
6. Usage rights
- Check: where the brand can use the video, for how long, and whether it can run it as a paid ad. This clause decides how much the video is really worth.
- Red flag: "in perpetuity, in all media" for no extra fee. That gives the video away forever.
- Ask: "Could we make that 6 months of paid usage on Meta, with an option to renew? Happy to quote the renewal now." Our guide to UGC usage rights explains each term.
7. Whitelisting
- Check: whether the brand will run ads from your account, on which platforms, for how long, and whether you approve the ad copy.
- Red flag: open-ended access to your account with no end date or separate fee.
- Ask: "Can we list whitelisting as its own line, with an end date and copy approval?"
8. Exclusivity
- Check: whether you can work with competing brands, which ones, and for how long.
- Red flag: broad wording like "any brand in beauty" for a year, unpaid.
- Ask: "Can we narrow it to other skincare serum brands for 60 days from posting, priced as its own line?"
9. Ownership and raw files
- Check: whether the brand gets a license to use the video or ownership of it, and whether raw footage is included.
- Red flag: words like "assign," "transfer all rights" or "work made for hire" inside a deal priced as a simple license.
- Ask: "This reads as a full buyout. Could we make it a license for the agreed term, or price the buyout separately?"
10. Edits and how your content is used
- Check: whether the brand can cut, re-edit or combine your video with other footage.
- Red flag: the right to alter your content in any way, without your approval. Cutting ads is normal. Changing what you say is not.
- Ask: "Edits for length and format are fine. Can I approve any change to what I say, or use of my face in a new context?"
11. Kill fee and cancellation
- Check: what you are paid if the brand cancels after you have started, and how either side can end the deal.
- Red flag: no kill fee. A brand could walk away after you have shot and pay nothing.
- Ask: "If the project is cancelled after filming starts, can we agree a kill fee for the work already done?" Decide the amount before you ask, and write it into the contract.
12. The legal fine print
- Check: indemnity, confidentiality, and any results-based payment.
- Red flags: a wide indemnity clause, where you would cover the brand's costs if anything goes wrong. Confidentiality with no end date or scope. A fee that depends on views, clicks or sales you do not control.
- Ask: limit indemnity to what you directly control, like your own content, and have a lawyer look at any clause that uses the word. Ask for a time limit on confidentiality. Keep any performance bonus on top of a fair base fee, never instead of it.
How to ask for changes
Keep it short, specific and friendly. You are not arguing. You are making the deal clear.
- Thank them, and say you are excited about the project.
- List each change as one line: the clause, what you would like, and a one-line reason.
- Offer a middle ground where you can.
For example: "Section 4 says usage in perpetuity. Could we make that 6 months of paid usage on Meta, with an option to renew? Happy to quote the renewal now so it's simple later."
Get every agreed change into the signed document or a written addendum. A phone-call agreement is easy to forget, by both sides.
After you sign: put the terms where you will see them
A signed contract only protects you if you remember what is in it. Pull these out and keep them next to the deal, not in a PDF in your downloads folder:
- Delivery dates and the approval window
- The number of revisions included
- Payment terms and the due date
- Usage channels, term and end date
- Whitelisting platforms and end date
- Exclusivity and when it ends
- The kill fee
Then when a brand asks for a fourth round of edits, or runs your video past its end date, you can answer in a minute.
In Cadant, each deal keeps its deliverables, due dates, payment terms, and usage-rights and whitelisting terms in one place, so what you negotiated stays attached to the work. Home flags a deal that has no payment terms set, and a license that is close to its end date.
The five-minute version
- Parties named, and you know who pays
- Deliverables listed exactly
- Delivery date and approval window set
- Revisions capped
- Payment terms tied to your invoice date
- Usage channels and end date defined
- Whitelisting priced, dated and limited
- Exclusivity narrow, dated and paid
- License, not ownership, unless the buyout is priced
- Kill fee included
- Anything with "indemnify" read by a lawyer
FAQ
What should I look for in a UGC brand contract?
Start with the deliverables, the timeline and approvals, revisions, payment terms, usage rights, whitelisting, exclusivity and the kill fee. Those clauses decide what you are making, when you are paid and what the brand can do with your work.
What are red flags in brand deal contracts?
Perpetual usage with no extra fee, unlimited revisions, no approval deadline, vague payment start dates, broad exclusivity, ownership transfer in a deal priced as a license, payment tied to results you do not control, and wide indemnity clauses.
Can I negotiate a UGC contract as a small creator?
Yes. Brands expect questions. Pick the clauses that matter most, ask clearly, give a short reason and offer a middle ground where you can.
What is an exclusivity clause in a UGC agreement?
It is a promise not to work with competing brands for a set time. It should name the category or the competitors, have an end date and be paid for separately. Price it the way you would price any other extra, as covered in [how to price UGC](/resources/how-to-price-ugc).
What is a kill fee?
A kill fee is what you are paid if the brand cancels after you have started work. It protects the time you have already put in.
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