How to Review an Influencer or Brand Deal Agreement in India

An influencer or brand deal agreement looks like a friendly DM turned into a PDF, a fee, a few deliverables, a due date. It is usually drafted by the brand's legal team or agency, built to protect the brand first. The clauses that quietly cost an influencer the most, a licence that runs forever, a category lock that outlasts the campaign, a morality clause with no notice period, read like routine boilerplate unless you know what to check. Adira, which publishes this guide, sells contract review and CLM software to the brands and agencies on the other side of this table. This guide is still written from the influencer's chair, because a fair, well-understood deal closes faster and gets referred to the next campaign.

Use this guide if you are an individual creator, YouTuber, or small studio signing a paid collaboration, gifting arrangement, or ambassador agreement, whether the brand drafted it or you did. Our IP assignment guide and moral rights guide go deeper on two clauses this one touches in summary.

The business deal first

Before the clauses, three questions decide whether the deal is good: what exactly are you delivering, what can the brand do with it after you post it, and what do you give up for the fee. Deliverables decide how much work the number actually buys. Usage rights decide whether a single Instagram Reel can quietly become a paid ad running for years without another rupee changing hands. Exclusivity decides whether signing this one deal blocks three others in your niche.

Clause by clause

Deliverables and platforms. List exactly what counts as a deliverable: platform (Instagram Reel, YouTube long-form, a specific number of Stories), format, length, and posting window. "Content promoting the Brand" with no count or platform named lets a brand demand unlimited posts for one fee. Check whether Stories, which most platforms auto-delete after 24 hours, count as a full deliverable, and whether reshoots come without extra pay.

Usage or licence rights, and duration. This is the clause most creators skip past and most often regret. It decides whether the brand can only keep your organic post up, or also run it as a paid ad, on other platforms, edited, forever. "Brand may use the Content for marketing purposes" is not a scope, it is a blank cheque. Look for three things stated explicitly: the channels covered (organic only, or also paid/whitelisted ads), the duration (3 months, 1 year, or "in perpetuity"), and whether reuse beyond that needs a new fee. A licence silent on duration, paid to run as an ad "in perpetuity, worldwide," is worth materially more than a 3-month organic-only licence, and should be priced that way.

Exclusivity and category lock. A brand asking you not to work with a direct competitor during the campaign is normal, since Section 27 of the Indian Contract Act, 1872 generally treats restraints operating only during an active engagement as outside its scope, on the same reasoning courts apply to in-employment restrictions. What is not normal is a category lock running 6 or 12 months after the last post, covering a broad category ("any beverage brand") rather than a named competitor, for a fee that does not reflect months of lost income. The wider and longer the lock, the more it looks like a post-engagement restraint, which Indian courts read far more skeptically once the relationship has ended.

Fees, payment, GST and TDS. Confirm the fee is a fixed number tied to the stated deliverables, not "market rate," and that payment is due on a stated number of days from posting or invoicing, not "upon Brand's satisfaction." Two tax mechanics matter. If the brand pays fees as a business, Section 194J of the Income Tax Act, 1961 requires TDS at 10 percent above Rs 50,000 in fees a year; ask for Form 16A. Separately, if the brand gives free products, a phone, an outfit, a stay, and you keep it rather than return it, that is a "benefit or perquisite" under Section 194R, and TDS at 10 percent applies once the aggregate value crosses Rs 20,000 a year (CBDT Circular No. 12 of 2022 excludes returned products). Once your own turnover from brand deals crosses Rs 20 lakh a year, Section 22 of the CGST Act, 2017 requires GST registration, and most deals attract 18 percent GST.

Approvals and revision rounds. Brands reasonably want to approve content before it goes live. Check the clause caps revision rounds, states a turnaround time for approval (silence lets a brand sit on your draft while your posting window closes), and makes clear that delay on the brand's side does not forfeit your fee.

The ASCI disclosure duty. This is the one rule every Indian influencer agreement should reference directly, because it is not optional and it is enforced. Under the ASCI Guidelines for Influencer Advertising in Digital Media (effective 14 June 2021, amended 2023), "all advertisements published by social media influencers or their representatives, on such influencers' accounts must carry a disclosure label that clearly identifies it as an advertisement," triggered by a "material connection," defined broadly to include "free products with or without any conditions attached including those received unsolicited, discounts, gifts, contest and sweepstakes entries, trips or hotel stays" and not just a fee. Permitted labels include Ad, Sponsored, Collaboration, Partnership, Affiliate, Instagram's "Paid Partnership" tag, and YouTube's "Includes Paid Promotion" tag. The label must be "upfront and prominent," not buried in a hashtag pile or an ABOUT ME page, and on video it must stay visible for a minimum period tied to the runtime (a third of the length for a 15-second to 2-minute video, for example). The guidelines put disclosure on the influencer and compliance oversight on the advertiser, who can call for a post to be edited or deleted if it falls short.

The CCPA endorsement rules and penalties. Above ASCI's self-regulatory code sits a real statute with real fines. The Consumer Protection Act, 2019 defines "endorsement" in Section 2(18) as "any message, verbal statement, demonstration... which makes the consumer to believe that it reflects the opinion, finding or experience of the person making such endorsement," which squarely covers a sponsored post. The CCPA's Guidelines for Prevention of Misleading Advertisements and Endorsements for Misleading Advertisements, 2022, add a disclosure duty at Guideline 14: a connection "that might materially affect the value or credibility of the endorsement," if "not reasonably expected by the audience," "shall be fully disclosed." Guideline 13 adds that an endorsement must reflect the endorser's "genuine, reasonably current opinion" and be "based on adequate information about, or experience with" the product. Section 21 gives this teeth: a fine up to Rs 10 lakh (Rs 50 lakh on repeat) and a bar from endorsing anything for up to 1 year (3 years on repeat), unless the endorser shows "due diligence to verify the veracity of the claims" under Section 21(5). A well-drafted agreement lets you refuse claims you cannot personally substantiate.

IP and moral rights. Copyright starts with you; a brand owns it only once you actually assign it, and Section 19(5) of the Copyright Act, 1957 deems a silent assignment to last five years, India-only, exactly as our IP assignment guide covers. Separately, Section 57 gives you the right "to claim authorship of the work" and to object to distortion "prejudicial to his honour or reputation," "independently of the author's copyright, and even after the assignment... of the said copyright." A brand heavily re-editing your video and reposting it without credit sits close to this line; see our moral rights guide.

Morality clause and termination. A brand's right to end the deal if your conduct damages its reputation is standard, but check it is scoped to something objective (a conviction, proven fraud, published evidence) rather than "any conduct the Brand deems objectionable in its sole discretion," which lets a brand exit and withhold your fee over an unsubstantiated allegation. Also check what happens to content and payment already earned if it triggers. Marico Limited v Abhijeet Bhansali (Bombay High Court, 2020), restraining parts of a YouTuber's product-review video for unsubstantiated claims, cuts the other way too: Justice S.J. Kathawalla noted influencers "have a huge influence and impact... on the lives of their followers," so both sides carry real exposure for what gets published.

Indemnity. An indemnity, defined under Section 124 of the Indian Contract Act, 1872 as a promise "to save the other from loss caused to him by the conduct of the promisor himself, or by the conduct of any other person," should run both ways: you indemnify the brand for claims from your own conduct (defamatory content, unauthorised use of someone else's IP), and the brand indemnifies you for claims from its product (a defective product you demonstrated, a claim it asked you to repeat). A one-way, uncapped indemnity protecting only the brand exposes a solo creator to a lawsuit that dwarfs the fee.

Red flags

Normal	Red flag	Why it matters
Deliverables listed by platform, format, and count	"Content promoting the Brand," no count or platform stated	Open-ended scope lets the brand demand unlimited posts for one fee
Usage licence states channels, duration, and territory	"Brand may use the Content for marketing purposes," no limits	Can silently convert one organic post into a permanent, paid ad asset
Exclusivity limited to the campaign period and named competitors	Category lock running months after the last post, broadly defined	Post-engagement restraint is treated far more skeptically than in-term exclusivity
Disclosure label required and named in the contract	No mention of ASCI disclosure, or brand asks you to "keep it subtle"	Non-disclosure breaches ASCI's code and risks CCPA penalties under you, personally
Claims you're asked to make are substantiated and reviewable by you	Brand-supplied script with claims you cannot verify	You carry personal liability for false endorsement unless you show due diligence
IP assignment tied to payment, with duration and territory stated	Silent assignment, or "all rights in perpetuity" with no fee reflecting it	Section 19(5) deems silence to mean 5 years, India only, unless stated otherwise
Morality/termination clause tied to objective conduct	"Any conduct Brand deems objectionable in its sole discretion"	Brand can exit and withhold payment over an unsubstantiated allegation
Indemnity mutual, scoped to each side's own conduct	One-way indemnity, uncapped, covering "any and all claims"	A solo creator can be personally exposed far beyond the fee earned
Approval turnaround time stated, with a revision cap	Brand can sit on approval indefinitely, unlimited revisions	Your posting window (and other deals) can be blocked with no recourse
Payment due on a stated number of days from posting	"Payment upon Brand's satisfaction," undefined	Brand can withhold payment indefinitely by claiming dissatisfaction

Bad clause, better clause

Bad: "Influencer shall create content promoting the Brand as reasonably required. All Content shall become the sole property of Brand upon creation, which may use, edit, and re-publish the Content in any manner and for any duration, worldwide. Influencer shall indemnify Brand against any and all claims arising from the Content or the Services."

What is wrong: no deliverable count or platform, usage rights transfer before payment with no duration limit, no ASCI disclosure obligation, and a one-way, uncapped indemnity.

Better: "Influencer shall deliver [2 Instagram Reels and 3 Stories], to be posted within [30] days of Brand's approval. Upon receipt of full and final payment, Brand is granted a licence to use the Content on its own organic social channels and as a paid/whitelisted advertisement across [named platforms] for a period of [12 months] from first publication, after which usage requires a separate fee. Influencer shall disclose the material connection in line with the ASCI Guidelines for Influencer Advertising in Digital Media, using a label such as #ad or Instagram's Paid Partnership tag, on every piece of Content. Each party shall indemnify the other only for third-party claims arising from its own breach, negligence, or (in Brand's case) the accuracy of claims it has asked Influencer to make about the product."

What changed: deliverables and a posting window are named, the usage licence is a time-bound grant tied to payment, ASCI disclosure is written in rather than assumed, and the indemnity is mutual.

Printable checklist

1. Deliverables listed by platform, format, and exact count?
2. Usage/licence rights state the channels covered (organic vs paid/whitelisted) and a duration, not silent or "in perpetuity" without extra pay?
3. Exclusivity limited to the campaign term, category lock named specifically, not broad or extending months past the last post?
4. Fee is a fixed number, and payment due date tied to a stated number of days, not "Brand's satisfaction"?
5. Aware of 10 percent TDS under Section 194J above Rs 50,000 in fees, and Section 194R on retained free products above Rs 20,000, a year?
6. Own GST registration checked against the Rs 20 lakh turnover threshold?
7. Disclosure obligation (#ad/#sponsored) written into the contract, matching ASCI's label list?
8. Approval turnaround time and revision cap stated, and claims you're asked to make are ones you can personally substantiate?
9. IP assignment tied to payment, with duration and territory stated?
10. Moral rights (credit, no distortion) addressed, not assumed covered by a blanket IP clause?
11. Morality/termination clause tied to objective, verifiable conduct?
12. Indemnity mutual and scoped to each side's own conduct, not one-way and uncapped?
13. Governing law and a practical dispute route named?

How this interacts with related clauses

Usage rights and IP assignment are often confused but are not the same thing: usage rights describe what the brand can do with your posted content, while assignment describes who owns the underlying work, and a contract can grant broad usage without a full assignment, or vice versa; our IP assignment guide covers the ownership default in depth. Moral rights sit next to both, since Section 57 questions (credit, distortion) survive even a full assignment, as our moral rights guide explains. And indemnity interacts with the ASCI/CCPA disclosure duty directly: a brand that supplies a script with unsubstantiated claims and indemnifies only itself is asking you to carry personal regulatory risk for its content.

US and global contrast

The US FTC's Endorsement Guides work on a similar principle to ASCI's, disclose a "material connection" consumers would not otherwise expect, using clear language like #ad. The ownership mechanics differ: US "work made for hire" doctrine can vest content ownership in the brand automatically for certain commissioned categories, without a separate assignment. India has no equivalent for a non-employee creator; ownership moves only through a signed assignment under Section 19 of the Copyright Act, defaulting to 5 years and India-only if silent, whatever "work for hire" language a copied US template uses. On enforcement, India's CCPA route under Section 21 (fines up to Rs 50 lakh, endorsement bans up to 3 years) is a comparatively young mechanism, active only since 2022.

When a lawyer is worth it

Most influencer agreements do not need a lawyer if you work through the checklist above and use Weave (Adira's free browser-based contract tool) to mark up the usage-rights, IP, and indemnity clauses before signing. Pay for a real review when the usage licence is broad relative to the fee, the indemnity is one-way and uncapped and the brand will not move, the category lock reaches past the campaign, or you are asked to make a claim you cannot personally verify.

FAQ

Do I have to add #ad even if the brand just gifted me the product and did not pay a fee? Yes. The ASCI Guidelines define "material connection" broadly enough to cover "free products with or without any conditions attached including those received unsolicited," so a gifted product needs a disclosure label too, not just a paid post.

Can a brand legally own everything I post about them forever? Only if the contract says so, with a stated duration, and the fee reflects it. If silent, Section 19(5) of the Copyright Act, 1957 reads a silent assignment as five years, India-only, though a well-drafted contract will usually state its own terms.

Who is legally responsible if a sponsored post breaches ASCI's rules, me or the brand? Both. ASCI makes disclosure the influencer's job and compliance oversight the advertiser's. Separately, under Section 21 of the Consumer Protection Act, 2019, the CCPA can act against you directly, so "the brand told me to say it" is not a full defence unless you show due diligence under Section 21(5).

Can I be personally fined if a brand's claim I repeated on camera turns out to be misleading? Potentially, yes. Under Section 21, the CCPA can fine an endorser up to Rs 10 lakh (Rs 50 lakh on repeat) and bar them from endorsing anything for up to 1 year (3 years on repeat), unless you show due diligence under Section 21(5), which is why a good agreement lets you refuse claims you cannot personally substantiate.

Is a category-lock exclusivity clause enforceable after the campaign ends? It is on weaker legal ground the further it reaches past the engagement, since restraints binding you after a relationship ends are treated more skeptically than in-term restraints, under the reasoning courts apply to Section 27 of the Indian Contract Act, 1872. A long, broad, post-campaign lock for a modest fee is worth pushing back on.

Does the brand automatically get moral rights, like the right to edit my video however it wants? No. Even a full assignment does not waive your Section 57 rights, credit and objection to distortion "prejudicial to his honour or reputation." See our moral rights guide for how this plays out when a brand re-edits or reposts your content.

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This guide explains how the clauses in a typical Indian influencer or brand collaboration agreement generally work, and points to the ASCI guidelines and statutes that decide the contested ones. It does not tell you whether your specific contract's usage-rights wording, category lock, or indemnity would hold up on your actual facts, that depends on the exact drafting and your circumstances. For that, especially before signing a broad usage licence or an uncapped indemnity, or if a regulator or brand has already raised a compliance issue with your content, talk to a lawyer.