What is a brand deal?

A brand deal is a contract between a content creator and a brand — or the agency acting on behalf of the brand — under which the creator produces and publishes sponsored content in exchange for compensation. Brand deals are the commercial foundation of influencer marketing and are used across every major platform, including YouTube, Instagram, TikTok, Twitch, and podcasts. Whether you are an influencer negotiating a brand deal, a brand engaging creators, or an agency managing the relationship, a well-drafted brand deal contract protects all parties.

Why you should consider a brand deal contract

Defining deliverables and creative expectations. A brand deal contract can specify the number of posts, the platforms, the format, the timeline, and any creative direction or brand guidelines the creator is expected to follow. Without clear deliverables, disputes over what was promised and what counts as completion are common.

Establishing content ownership and usage rights. Under the Copyright Act, the creator of sponsored content is generally the first owner of the copyright unless a contract says otherwise. A brand deal contract is where the parties determine who owns the content, what license the brand receives to use or repurpose it, and whether the brand can sublicence the content to third parties.

Complying with disclosure requirements. The Competition Act prohibits false or misleading representations. Both the brand and the creator can be held accountable if sponsored content is not clearly disclosed. A brand deal contract can address how disclosure is handled and which party bears responsibility.

Protecting the brand’s trademarks. A brand deal typically involves the creator using the brand’s name, logo, and trademarks in sponsored content. The brand deal contract can define how those marks may be used, the approval process for content featuring them, and what happens to content containing the brand’s trademarks after the deal ends.

Relevant laws and regulations

Competition Act, RSC 1985, c C-34. Canada’s federal legislation governing competition and trade practices. The Competition Act prohibits false or misleading representations, including sponsored content that fails to disclose a material connection between the creator and the brand.

Copyright Act, RSC 1985, c C-42. Canada’s federal copyright legislation. The Copyright Act establishes the creator as the first owner of copyright in the content they produce.

Trademarks Act, RSC 1985, c T-13. Canada’s federal trademark legislation. Brand deals typically involve the creator using the brand’s trademarks in sponsored content, and the brand deal contract can define the boundaries of that permitted use.

Common legal issues

Unclear content ownership and usage rights. One of the most common issues in brand deals is a failure to address who owns the content and what each party can do with it after publication. A brand may assume it owns the content because it paid for it, while the creator may assume they retain ownership because they created it.

Failure to disclose sponsored content. Both the brand and the creator can be held responsible for failing to disclose a material connection. Disclosure issues often arise when the brand deal contract does not address how disclosure is handled, leaving each party assuming the other is responsible. A brand deal contract may want to allocate this obligation explicitly.

Overly broad exclusivity clauses. Exclusivity clauses in brand deals can restrict a creator’s ability to work with competing brands — sometimes for extended periods and across broad product categories. From the creator’s perspective, an overly broad exclusivity clause can significantly limit future income. From the brand’s perspective, a narrowly drafted clause may not provide the protection the brand is paying for.

Morality and conduct clauses. Many brand deals include morality or conduct clauses that allow the brand to terminate the brand deal if the creator engages in behaviour that may damage the brand’s reputation. These clauses are often vague and can be difficult to enforce or defend against. Both parties may want to consider defining what triggers a morality clause and what the consequences are.

Agency and intermediary complications. When an agency is involved — whether on the brand side, the creator side, or both — the brand deal contract can become complicated. Issues that may arise include who the creator’s contractual counterparty is, how commissions are structured, whether the agency has authority to bind the creator, and who is liable if something goes wrong.

Frequently asked questions

Do I need a lawyer to review a brand deal? Brand deals involve intellectual property, disclosure obligations, and commercial terms that can have lasting consequences. Having a lawyer review a brand deal contract before signing can help identify terms that may limit the creator’s rights or expose the brand to liability.

Who typically owns the content created under a brand deal? Under the Copyright Act, the creator is generally the first owner of copyright in the content they produce, even if they were paid to create it. If the brand wants to own the content or receive usage rights beyond initial publication, this is typically addressed through an assignment or license in the brand deal contract.

What are the disclosure requirements for sponsored content in Canada? The Competition Act and the Competition Bureau’s influencer marketing guidance generally require that any material connection between a creator and a brand be clearly disclosed. Disclosure is typically expected to be prominent, early in the content, and in plain language — such as #ad, #sponsored, or #partnership. Both the brand and the creator can face consequences for non-disclosure.

Can a brand deal restrict me from working with other brands? A brand deal can include exclusivity clauses that restrict the creator from promoting competing products during the exclusivity term — and sometimes for a period after termination. The scope, duration, and product categories covered by the exclusivity clause are negotiable.

What happens if the brand or creator wants to terminate the brand deal early? A brand deal contract can include termination provisions allowing either party to end the relationship — for cause (such as a material breach or morality clause trigger) or for convenience with a specified notice period. The brand deal contract can also address what happens to unpublished content and outstanding payments on termination.