Influencer Contract Checklist: 14 Clauses for KOL and KOC Deals

1. Influencer contract checklist: why every KOL and KOC deal needs one in writing

Article 6 of the Law on Advertising, as amended by Law No. 75/2025/QH15, states that cooperation between parties in advertising activities must be made through an advertising contract in accordance with law. A chat message saying "ok, 1 video next week" is not a workable contract when a draft is late, a claim is challenged or a regulator asks for documents.

A written agreement also protects the creator. It fixes what they must deliver, what feedback they must accept and when they get paid. For KOC programmes with dozens of creators, use one master template with a short schedule per creator rather than negotiating fifty different documents.

KOL vs KOC: roles and operations

2. Parties and scope of work

Name the legal parties correctly: the brand or agency entity, and the creator as an individual, a household business or through their management company. If a manager signs, confirm they have authority to bind the creator.

Then describe the scope in one paragraph: the campaign, the product, the platforms and the purpose. Scope is the reference point for every later dispute about whether something was included.

3. Deliverables and content specifications

Write deliverables as measurable specs. "Two TikTok videos" invites disagreement; "two TikTok videos, 30 to 60 seconds, vertical, showing the product in use, with the three mandatory points from the brief, product link attached" does not.

• Platform, format, length and number of each deliverable
• Mandatory messages and claims that must not be made
• Product placement, links, codes or TikTok Shop cart
• Raw footage or alternative cuts, if included
• Minimum time the post stays live

Creator brief checklist

4. Timeline and posting window

List every date: product delivery, draft deadline, feedback deadline, final deadline and posting window. Include the brand's own deadlines too; a creator cannot be late because the brand took a week to give feedback.

State what happens if a date slips on either side: automatic extension, reduced fee or cancellation. Allow enough time for the creator to actually use the product, which matters legally as section 9 explains.

5. Approval process and revision rounds

Define who approves, through which channel and within how many working days. Cap the number of revision rounds included in the fee and define a revision: a change requested against the agreed brief. Changes caused by the brand changing the brief after filming should be priced separately.

Keep every version and comment in one place. When a question arises later about who approved a claim, a versioned approval trail is your evidence.

Content approval workflow

6. Usage rights and whitelisting

Usage rights decide what the brand may do with the content beyond the creator's post. Specify where (brand pages, website, marketplace listings, ads), how long, in which territories, and whether the content can be edited or cut.

For paid amplification, name the mechanism: TikTok Spark Ads through the creator's ads authorisation, Meta partnership ads, or ads from the brand account using the creator's footage. State the duration and whether the creator's handle appears. Usage after the term ends should require a new fee.

Usage rights and whitelisting explained

7. Exclusivity

Define the competitor set precisely, by product category or a named list, plus the period before and after posting. Broad exclusivity is expensive and hard to police; narrow and short exclusivity is easier to agree and respect.

8. Advertising disclosure: what Vietnam's law requires

Disclosure is now a legal duty, so write it into the contract with an exact format. Article 15a.3 of the amended Law on Advertising requires influencers (as defined under consumer protection law) to announce the advertising right before and during the advertising activity. Article 23.2 requires social network users who advertise to mark advertising or sponsored content so it is distinguishable from their other content.

Decree No. 87/2026/ND-CP, in force since 15 May 2026, sets fines in Article 51 for influencers: 60 to 80 million VND for not announcing the advertising, and 40 to 60 million VND for incomplete announcement, failing to verify the advertiser or failing to check product documents. These are fines for individuals; Article 6 of the same decree sets organisation fines at twice the individual level. Platforms add their own rules: TikTok requires its content disclosure setting, which labels posts as Paid partnership, and Meta requires the Paid partnership label, including for gifted products and affiliate links.

• Spoken or on-screen statement at the start that the content is advertising
• Visible marking during the content and in the caption
• Platform disclosure tool switched on (TikTok content disclosure, Meta Paid partnership)
• Same rule for livestreams: announce before and during the session
• Brand right to request a fix if disclosure is missing

9. Product information, claims and the creator's duty to verify

Article 15a gives the creator the right to receive truthful, complete and accurate information about the advertiser and product, and requires influencers to verify the advertiser's reliability, check product documents and not present products they have not used or do not understand. The contract should make the brand's side concrete: which documents it supplies and when.

For special products the conditions are stricter. Article 20.4 of the amended law requires, for example, a cosmetics product notification receipt for cosmetics advertising. Decree 87/2026 Article 51.4 also allows remedies against the brand that contracted the influencer in some violations, including recalling products and returning illegal profits, so this clause protects both sides.

• Brand supplies business registration and product documents before filming
• List of approved claims and prohibited claims
• Minimum product use period before content is created
• Creator confirms they have used the product and understood the documents

10. Payment terms and tax

Specify the fee model (flat fee, product, commission, hybrid), amounts, deposit if any, milestones, invoice or receipt requirements, payment method and the number of days after delivery. For commission, state the tracking source, the attribution window and how returns or cancelled orders are handled.

Article 15a.2 requires advertisement conveyors to meet tax obligations on advertising revenue. State whether amounts are gross or net, who declares and any withholding arrangement, and confirm with your accountant.

KOC booking cost and fee models

11. Cancellation, kill fee and force majeure

Agree what each side owes if the deal ends early. A common structure is a kill fee that increases with the work already done: little before filming, most of the fee after a draft is delivered. Add termination rights for serious breach, such as a public scandal, misleading claims, or missing disclosure after a warning.

Include force majeure and what happens to products already shipped, plus a morals clause that is specific enough to apply fairly.

12. Content takedown and post retention

Set two rules: how long the content must stay up, and how fast it must come down when required. Article 18.2 of Decree No. 342/2025/ND-CP requires advertisers, advertisement conveyors and others in online advertising to remove violating ads no later than 24 hours after a written or electronic request from the Ministry of Culture, Sports and Tourism or another competent authority.

Mirror that in the contract: the creator must edit or remove content within a set number of hours of the brand's request when a regulator asks, a claim is challenged or a product issue arises. Also agree what happens when the term ends, for example whether the post stays but may not be used in ads.

13. Intellectual property, confidentiality and data

Clarify who owns the content and what is licensed. Often the creator keeps ownership and grants the brand a licence matching the usage rights clause. Confirm the creator has rights to music, footage and other people who appear on camera.

Add confidentiality for unreleased products, prices and campaign plans, and a clause on personal data shared between the parties, such as delivery addresses and ID details for payment.

UGC vs influencer content

14. A one-page influencer contract checklist

Before signing, check each item below is answered in writing. For large programmes, keep the clauses in a master agreement and put only the creator-specific details in a one-page schedule, then track each signed schedule in your booking pipeline.

• Parties, authority to sign and scope
• Deliverables with specs and mandatory points
• Dates for product, draft, feedback, posting
• Approval owner, response time, revision cap
• Usage rights, whitelisting, duration, territory
• Exclusivity category and period
• Disclosure format on content, caption and platform tool
• Product documents, approved and prohibited claims
• Fee, payment schedule, tax and invoicing
• Kill fee, termination, force majeure
• Takedown time and post retention
• IP ownership, licence, confidentiality and data

Manage signed deals in a KOC booking pipeline