For brands running direct creator deals
UGC Contract Template (US + Canada) — Free, Clause by Clause
A free UGC creator contract template for brands, with every clause explained in plain English. Covers deliverables, revisions, usage rights, whitelisting, exclusivity, and payment. US and Canada versions.
Most UGC deals fall apart in one of three places: what exactly was owed, how long the brand can use the content, and when the creator gets paid. This template covers all three.
Copy it, fill the bracketed fields, and send it before any filming starts. Every clause has a plain-English note explaining what it does and where brands get it wrong.
Not legal advice. This is a starting point drafted for typical low-value UGC engagements. Have a lawyer review it before you use it at scale or for high-value deals.
Contents
- Parties
- Deliverables
- Timeline
- Revisions
- Fee and payment
- Usage rights
- Whitelisting and paid amplification
- Exclusivity
- Disclosure
- Ownership and moral rights
- Approval
- Cancellation and kill fee
- Independent contractor status
- Warranties
- Confidentiality
- Termination
- Governing law
- Signatures
- What changes for Canada
- FAQ
The template
1. Parties
This Agreement is made on [DATE] between [BRAND LEGAL NAME], a [STATE/PROVINCE] [corporation / LLC / sole proprietorship] with its principal address at [ADDRESS] ("Brand"), and [CREATOR LEGAL NAME] of [ADDRESS] ("Creator").
Why it matters: use legal names, not brand handles or Instagram usernames. If the creator operates through a company, name the company and have a person sign on its behalf. A contract with "@sarahmakescontent" is difficult to enforce against anyone.
2. Deliverables
Creator will produce and deliver: [NUMBER] original video(s), each [LENGTH] seconds, shot [vertical 9:16 / horizontal 16:9], delivered as [file format and resolution], featuring [PRODUCT].
Deliverables will include: [hook variations / voiceover / on-camera talent / captions / b-roll / raw footage].
Creator will deliver files via [method] by the dates in Section 3.
Why it matters: "three TikToks" is the single most common cause of disputes. Specify count, length, orientation, format, and whether raw footage is included. Raw footage is a separate deliverable and usually costs more — if you want it, say so here, not after delivery.
3. Timeline
- Product shipped by Brand: [DATE]
- First draft due: [DATE]
- Brand feedback due: [DATE] (within [NUMBER] business days of delivery)
- Final files due: [DATE]
Why it matters: put a deadline on the brand's feedback too. Deals stall more often because the brand went quiet than because the creator was late, and without a feedback deadline the creator has no way to close the project.
4. Revisions
The fee includes [NUMBER] round(s) of revisions. A revision round means one consolidated set of change requests delivered at one time.
Additional rounds are billed at [$AMOUNT] per round. Requests that change the concept, script, or location agreed in Section 2 are new work, not revisions, and will be quoted separately.
Why it matters: define what a round is. Without the "one consolidated set" wording, a brand sending five separate notes over three days can consume five rounds — or claim it consumed one. Separating "revision" from "new concept" is what protects the creator's rate and the brand's budget.
5. Fee and payment
Total fee: [$AMOUNT] [CURRENCY].
Payment terms: [50% on signature, 50% within X days of final delivery / 100% within X days of final delivery].
Payment method: [method]. Brand covers transaction fees.
Late payments accrue interest at [RATE]% per month after [NUMBER] days.
Creator is responsible for their own taxes. Brand will issue tax slips as required by law (see Section 13).
Why it matters: state the currency explicitly — US and Canadian dollars both get written "$" and the difference is real money. Net-30 is common; net-60 is a red flag to most creators. If a creator is registered for GST/HST in Canada, tax is added on top of this fee, not carved out of it.
6. Usage rights
Creator grants Brand a [non-exclusive / exclusive], [worldwide / territory] licence to use, edit, reproduce, and display the Deliverables:
- Channels: [Brand's owned social accounts / paid social advertising / website / email / retail displays / all media]
- Term: [NUMBER] days/months from [first use / final delivery]
- Editing: Brand [may / may not] re-edit, re-caption, or create derivative cuts
After the Term expires, Brand will cease using the Deliverables in paid media within [NUMBER] business days. Continued use requires a renewal agreed in writing at [$AMOUNT] per [period].
Why it matters: this is the clause that causes the most disputes and the one most often left vague. Three things must be explicit:
- Organic and paid are different grants. Posting to your own feed is not the same as running the content as an ad. Say which you're buying.
- "In perpetuity" is expensive. It's a legitimate option, but it should be priced as one. A creator granting perpetual paid rights for a one-time $150 fee is almost certainly mispricing.
- The term needs a start point. "90 days" from what? Delivery and first use can be weeks apart.
Track the expiry date somewhere you'll actually see it. Ads running past an expired licence are copyright infringement, regardless of how the relationship feels.
7. Whitelisting and paid amplification
Creator [grants / does not grant] Brand the right to run the Deliverables as advertising from Creator's own social handle (commonly "whitelisting" or Spark Ads).
If granted: Creator will provide the necessary access or authorisation code for [NUMBER] days, and this right expires with the Term in Section 6. Brand will not modify Creator's profile, post organically from Creator's account, or run content Creator has not approved.
Why it matters: whitelisting is a separate right from ordinary usage, and it is worth more, because the ad borrows the creator's identity and social proof. Brands routinely assume it's included; creators routinely assume it isn't. Decide it here.
8. Exclusivity
For [NUMBER] days from [DATE], Creator will not create sponsored content for: [named competitors / defined product category].
Exclusivity is limited to the category defined above and does not restrict Creator's non-sponsored content.
Why it matters: exclusivity has a real cost to the creator — it removes income they could otherwise earn — so it should be paid for and narrow. "Will not work with any competitor" is unenforceable vagueness; name the competitors or define the category tightly.
9. Disclosure
Where Deliverables are posted by Creator, Creator will clearly disclose the material connection with Brand in accordance with applicable advertising rules [FTC Endorsement Guides (US) / Competition Act and Ad Standards Canada guidance (Canada)], using a clear disclosure such as #ad placed where it is visible without expanding the caption.
Brand will not ask Creator to remove or obscure disclosures.
Why it matters: the legal exposure here sits with the brand, not only the creator. Regulators pursue advertisers for undisclosed endorsements. Never ask a creator to hide the disclosure, and don't accept content where it's buried.
10. Ownership and moral rights
Creator retains ownership of the Deliverables and grants Brand only the licence in Section 6.
[Alternative — full buyout: Creator assigns all right, title, and interest in the Deliverables to Brand, and waives moral rights in the Deliverables to the extent permitted by law. Fee for buyout: [$AMOUNT].]
Why it matters: licence and assignment are different transactions at different prices. A licence rents the content; an assignment sells it. Pick one deliberately. In Canada, moral rights cannot be assigned — only waived — so the waiver language matters if you're buying out.
11. Approval
Brand will review each Deliverable within [NUMBER] business days and either approve it or provide consolidated revision notes. Deliverables not responded to within that period are deemed approved.
Why it matters: the deemed-approval clause is what stops a deal from hanging open indefinitely. It also protects the brand, by forcing an internal review deadline.
12. Cancellation and kill fee
If Brand cancels after signature but before filming begins, Brand pays [25%] of the fee.
If Brand cancels after filming has begun, Brand pays [50–100%] of the fee and receives no licence to the Deliverables.
If Creator cancels, Creator returns any deposit and any product received, or pays its retail value.
Why it matters: a kill fee is standard in commercial creative work and prevents brands from booking speculatively. It's also the clause most often missing from template contracts found online.
13. Independent contractor status
Creator is an independent contractor, not an employee. Creator controls the manner and means of production, supplies their own equipment, and is responsible for their own taxes, insurance, and benefits.
Creator will provide [W-9 (US person) / W-8BEN (non-US person) / SIN or Business Number (Canada)] before first payment.
Why it matters: collect the tax form before you pay, not in January. Chasing a creator for a W-9 eleven months later is a genuinely miserable task, and you can't file without it. See our guide on how to pay UGC creators.
14. Warranties
Creator warrants that the Deliverables are original, that Creator has cleared all third-party material appearing in them (including music, trademarks, and any other people depicted), and that the Deliverables do not infringe any third party's rights.
Creator will indemnify Brand against claims arising from breach of this Section, up to the total fee paid.
Why it matters: music is the usual failure. A creator using a trending sound has a personal-use licence, not a commercial one, and running that clip as an ad is an infringement claim waiting to happen. Require commercially licensed audio in Section 2 and back it up here. Capping the indemnity at the fee is fair for small deals — uncapped indemnity for a $200 video is not something most creators should sign.
15. Confidentiality
Creator will keep non-public information about Brand's products, campaigns, and pricing confidential, and will not disclose the terms of this Agreement, except to advisors or as required by law.
16. Termination
Either party may terminate for material breach if the breach is not cured within [10] days of written notice. Sections 6, 10, 14, and 15 survive termination.
17. Governing law
This Agreement is governed by the laws of [STATE / PROVINCE], and the parties submit to the courts of [JURISDICTION].
Why it matters: pick the jurisdiction where the brand is based, and be realistic — for a $200 deal, nobody is litigating. The clause matters mainly for clarity and for the rare deal that scales.
18. Signatures
Brand: Name ______ Title ______ Signature ______ Date ______
Creator: Name ______ Signature ______ Date ______
Electronic signature is valid in both countries — the US under ESIGN and UETA, Canada under PIPEDA Part 2 and provincial e-commerce acts — provided the signer clearly demonstrates intent and you keep a record of what was signed and when. A typed name plus an affirmative checkbox, with a timestamp and a stored copy of the signed document, is sufficient for agreements of this size.
What changes for Canada
- Tax forms: no W-9. Collect the creator's legal name, address, and SIN (individual) or Business Number (incorporated). Non-resident creators are reported on T4A-NR.
- Sales tax: a creator registered for GST/HST adds it to the invoice. Registration is mandatory once their revenue passes $30,000 over four consecutive quarters.
- Disclosure: the Competition Act governs, with guidance from Ad Standards Canada. The practical requirement is the same — clear, visible, unmissable.
- Moral rights: cannot be assigned in Canada, only waived in writing. If you're doing a buyout, the waiver language in Section 10 is doing real work.
- Currency: state CAD or USD explicitly.
- Privacy: creator personal information is covered by PIPEDA. Collect only what you need and don't keep SINs in a spreadsheet.
FAQ
Do I need a contract for a $150 UGC deal? Yes, but it can be short. The three clauses that must never be skipped are deliverables, usage rights, and payment terms. Everything else reduces risk; those three prevent the disputes that actually happen.
What's the difference between usage rights and ownership? Ownership means the content is yours permanently and you can do anything with it. Usage rights mean you're licensed to use it in defined ways for a defined time. Most UGC deals are licences. Buyouts cost meaningfully more.
How long should usage rights last? 30, 60, and 90 days are the common windows for paid usage. Perpetual rights are available but should be priced accordingly. Longer terms are cheaper per day, so if you know you'll run the content for six months, negotiate that upfront rather than renewing twice.
Is whitelisting included in normal usage rights? No. Running ads from the creator's own handle is a separate right and is normally priced separately. If it isn't named in the contract, assume you don't have it.
Can I use a template I found online? As a starting point, yes. Have a lawyer review it before you use it at volume — a single reviewed template you reuse across every deal costs a few hundred dollars once and covers all of them.
What happens if usage rights expire while my ads are still running? You're using the content without a licence, which is infringement. Track expiry dates against every piece of content in your ad account, and either renew in writing or pull the ads.
Stipula is building deal execution for brands running direct creator deals — contract, signature, deliverables, usage rights, and payment in one record, with a link your creator opens without making an account. Join the waitlist.