Special Protections Every Social Media Management Contract Should Have

Giselle Ayala Mateus, Esq.

Handling social media for businesses or public figures carries significant responsibility. It represents a pact of trust each new client entrusts to you. Therefore, before diving into the onboarding process and rolling up your sleeves, ensure you have a signed social media management contract in place. Crafting a contract from the ground up or tailoring a template, it’s crucial to know the essentials to include. This post will guide you through key protections your agreement must address. Why does this matter? In the dynamic realm of social media, a robust contract is vital for safeguarding both the social media manager and the client.

What is a social media marketing agency contract?

A social media management agreement is a formal contract that outlines the relationship between a social media manager and their client. This document details the services that the manager will provide, which could include creating content, scheduling posts, engaging with followers, and analyzing the performance of various social media campaigns. It ensures that both parties have a clear understanding of the expectations and responsibilities involved in the partnership. The agreement also typically specifies the duration of the service, whether it’s for a specific campaign or an ongoing arrangement.

Who are the parties to the agreement?

Using the legal name or the name of the business client in your social media management agreement is crucial because it legally identifies who is involved in the contract. This isn’t just a formality; it’s about making sure that there’s no confusion over who is responsible for fulfilling the obligations set out in the agreement. If any disputes or legal issues arise, having the correct names ensures that it’s clear who is accountable. For instance, if the client’s business is a corporation or LLC, you need to have the exact registered name in the contract to make sure that the business entity, not an individual, is held liable for the terms of the agreement.

Moreover, including detailed information like the legal name solidifies the professionalism and legitimacy of the agreement. It demonstrates that both parties are taking the arrangement seriously and are committed to upholding their end of the deal. It also helps in practical matters, such as invoicing and tax documentation, where accurate identification is necessary for financial records. By clearly stating the legal names, both the social media manager and the client can have peace of mind knowing that the agreement is enforceable and recognized in a legal context.

This social media management agreement (referred to herein as “Agreement”) is made on [include date], between [include your full name and title] who is referred to herein as “Manager”, and [include your client’s full name and title], referred to herein as “Client”.

If the names of the parties in a social media management agreement are incorrect or unclear and a conflict arises, several issues can occur. First, it might be difficult to enforce the agreement in a court of law. If you’re trying to hold someone accountable for not following the contract, but their legal name isn’t on it, the court may not be able to take action against them. This means that if the client doesn’t pay for the services provided, or if the social media manager doesn’t deliver the agreed-upon work, the wronged party may have trouble getting justice or compensation.

Additionally, an incorrect or vague name can lead to confusion about who is actually responsible for the obligations under the contract. For example, if a business is sold or changes hands, and the agreement just lists a common first name or a nickname, the new owner might argue that they are not bound by the contract. This could leave the social media manager without payment or the client without the services they were expecting. It’s also possible that financial transactions could be delayed or misdirected, which can strain the business relationship and result in lost time and resources as the parties try to sort out the mess.

Does your client knows your work?

It is important to know up front if your client knows your work. Having a website, PDF, or portfolio to showcase your prior work is highly beneficial before working with a new social media management client. A portfolio serves as a visual proof of your skills and experience. It allows potential clients to see the quality and style of your work, which can help them decide if you’re the right fit for their needs. By presenting case studies, analytics, and examples of successful campaigns, you demonstrate your expertise and the value you can bring to their business.

If a client doesn’t like the work in your portfolio, it’s not necessarily a negative outcome. It’s better to discover a mismatch in style or expectations before entering into an agreement. This saves both you and the client time and resources that might have been wasted if you discovered later that your approaches don’t align. In such cases, it’s important to have a conversation about what specifically the client is looking for and whether you can adapt your approach to meet their needs.

The purpose of having a portfolio goes beyond just showcasing past successes; it also helps to establish credibility and trust. When clients can see tangible results and creative content that you’ve produced for others, they are more likely to feel confident in your ability to manage their social media effectively. Additionally, a well-organized portfolio can highlight your versatility across different platforms and industries, showing that you’re capable of adapting strategies to suit various target audiences. Overall, a portfolio is a powerful tool for attracting new clients and setting clear expectations for the kind of work you deliver.

Who will manage the accounts?

It is highly recommended to include a clause in your contract that explains if more than one person may handle a client’s social media account. This is important because it sets clear expectations right from the start. When clients know what to expect, they’re less likely to be surprised or upset if they find out that multiple people are working on their social media. The benefits of having two or more team members working on a client’s social media account is that it gives your company the flexibility to manage resources and workloads effectively, ensuring that the client’s account is always looked after, even if someone is sick or on vacation.

However, if the client is the kind of person or company who prefers consistency and a single point of contact. They might feel that working with one person allows for a more personalized service and a deeper understanding of their brand. If a client expresses a desire to work with only one social media manager, it is important to discuss this preference openly. You can explain how your team operates and see if there’s a way to accommodate their wishes without compromising the quality or efficiency of your service.

If a client insists on having just one person manage their account, you’ll need to decide if you can meet this request. If you agree, make sure to outline this clearly in the contract to avoid any misunderstandings. On the other hand, if this isn’t feasible for your business model, you should communicate the reasons why and reassure the client that your team approach will still provide them with excellent service. Ultimately, clear communication and understanding the client’s needs are key to a successful partnership.

The scope of the work

Define the specific services to be provided, including the platforms managed, types of content created, frequency of posts, and any additional services such as community management or ad campaigns. This helps prevent scope creep and ensures both parties have clear expectations.

Defining specific services in a social media management agreement is crucial for establishing clear boundaries and expectations between the social media manager and the client. Without a detailed outline of responsibilities, there can be misunderstandings about what is included in the service, leading to potential disputes or dissatisfaction. 
For instance, if a client expects daily posts across all platforms but the manager understood the agreement to include only weekly posts on selected platforms, this misalignment can cause friction. By specifying the exact nature of the work, such as which platforms will be managed, the content type, post frequency, and additional tasks like community engagement or running ad campaigns, both parties can agree to a structured plan that aligns with the client’s goals and the manager’s capabilities.
Moreover, a well-defined agreement helps prevent scope creep, where the client may start requesting additional services not originally agreed upon without proper compensation or time allocation. This can lead to overwork and underpayment for the social media manager. By having a clear contract, it sets professional boundaries and allows for any extra requests to be negotiated into the agreement or billed accordingly. It also provides a reference point for performance reviews and helps in measuring the success of the social media strategy implemented. In essence, while it might seem more complicated at the outset, a detailed agreement simplifies the ongoing management and expectations, fostering a transparent and effective partnership.

Disclaimers on Outcomes and Results

 

Disclaimers on outcomes and results are crucial for your social media management agreement because they protect your company from unrealistic expectations and potential legal issues. Social media is unpredictable, and many factors that affect success are out of your control, like changes in platform algorithms or shifts in consumer behavior. By including disclaimers, you make it clear that while you’ll work hard to achieve the best possible results, you can’t guarantee specific outcomes, such as a certain number of followers or sales.

The kinds of disclaimers you should make include stating that results may vary and that past performance doesn’t guarantee future results. It’s also wise to mention that while you’ll implement strategies based on experience and industry best practices, the ever-changing nature of social media means that effectiveness can fluctuate. Additionally, you should clarify that you’re not responsible for any direct, indirect, incidental, or consequential losses that might occur due to the performance of the social media content.

Lastly, it’s important to disclaim liability for things outside of your control. For example, if a social media platform goes down or changes its policies, this could impact your strategies and their effectiveness. You should also remind clients that they are ultimately responsible for the content they approve for posting, ensuring they understand their role in the process. Clear disclaimers help set realistic expectations and foster trust between you and your clients.

Payments in Advance or After the Fact?

When deciding whether to require payments in advance or after the fact for your social media management services, it is important to consider what’s best for your business while also understanding your clients’ concerns. Payments in advance can be beneficial because they ensure that you have the funds to cover any upfront costs related to managing the client’s social media, like software subscriptions or advertising fees. It also helps with cash flow management for your business, giving you financial stability and the ability to plan ahead.

However, some clients may indeed feel uncomfortable paying for services before they are rendered. They might worry about the quality of work they will receive or whether the promised results will be delivered. To address these concerns, you could offer a compromise, such as a partial payment upfront with the remainder due upon completion of the work or at regular intervals throughout the service period. This approach can build trust by showing confidence in your services while also providing some security for both parties.

Ultimately, the decision should be based on what works best for your company’s operations and what seems fair to the client. You might even consider offering both options and letting the client choose. Whichever payment structure you decide on, make sure it is clearly outlined in your social media management agreement, including any details about refunds or cancellations. Clear communication about payment terms from the outset can help prevent misunderstandings and create a solid foundation for a good working relationship.

Copyright Considerations

It is also essential to clarify in the social media management agreement who owns the copyright of the content created for the client’s social media. It is a common misconception that all work created for a client is automatically considered “work for hire.” In reality, the designation of “work for hire” depends on the specifics of the situation and the agreement between the parties involved. Without clear terms in the contract, you could face legal disputes over ownership rights.

In your social media management agreement, you should include a clause that specifies who retains the copyright upon completion of the work. If you want the ability to repurpose drafts or unused content, you should state this explicitly. For example, you could include language that grants the client a license to use the content exclusively for their social media while retaining the copyright yourself. This would allow you to reuse, modify, or repurpose any unused drafts for other clients or purposes.

Alternatively, if you’re willing to transfer full ownership of the content to the client, including any unused drafts, you should clearly state that as well. However, if you wish to retain the right to repurpose unused content, make sure the contract specifies that only the final, client-approved content is considered a work made for hire and that any preliminary drafts or unselected works remain your property. Always ensure that both parties understand and agree to these terms before starting the work to avoid any misunderstandings later on.

Indemnification and Sponsored Content

Including indemnification clauses and warranties by the client in your social media management agreement is very important, especially when creating or managing sponsored content. These legal provisions protect you from liability for issues that are beyond your control and ensure that the client takes responsibility for certain aspects of the content.

An indemnification clause would typically require the client to compensate you (the service provider) for any losses, damages, or legal costs that arise because of claims against the content that you created or managed on their behalf. For example, if you’re sued for copyright infringement based on materials the client provided for use in their sponsored content, an indemnification clause can protect you financially.

The client should warrant that they have the necessary rights to all materials they provide to you, such as images, logos, or text, and that the use of these materials does not infringe on the rights of third parties. They should also warrant that any claims made in the sponsored content are truthful and not misleading, complying with all applicable laws and regulations, such as those enforced by the Federal Trade Commission regarding endorsements and testimonials.

In the contract, it’s crucial to clearly outline the scope of these indemnifications and warranties. Specify what is covered, the process for handling claims, and the duration of the indemnification. It’s also wise to include a limitation of liability clause to cap the amount for which you can be held responsible.

Having these clauses in place is important because they clarify the responsibilities of each party and provide a framework for resolving potential legal issues. This helps to minimize your risk and ensures that both you and the client understand the legal implications of the sponsored content being created and shared. Always consider consulting with a legal professional to draft or review these clauses to ensure they are comprehensive and enforceable.

Termination Provisions

Finally, as part of the contract provisions of your social media management agreement, it is essential to incorporate comprehensive termination provisions. These provisions should detail the conditions under which either party—the social media manager or the client—may terminate the agreement. Specify what constitutes ‘for cause’ termination, which may include breach of contract, failure to meet performance standards, or violation of laws or regulations. Also, define ‘without cause’ termination scenarios where either party may wish to end the agreement without any specific reason, such as a change in business strategy or priorities.

For each type of termination, outline the required steps and procedures to be followed. This should include any notice periods that must be given (typically ranging from 30 to 90 days), the format of the termination notice (such as written notice), and the handling of any outstanding payments or work in progress at the time of termination. Additionally, address the return of any proprietary information or materials, the finalization of accounts, and the revocation of access to social media accounts and other digital assets.

By setting these terms clearly, you ensure that there is a mutual understanding of how the relationship can be dissolved amicably and professionally. It also helps in preventing disputes and ensuring that both parties have a clear exit strategy, which can save time and resources if the business relationship needs to come to an end. This level of clarity and foresight in the social media management agreement fosters trust and confidence between the social media manager and the client, making for a more stable and predictable working relationship.

In conclusion

A well-drafted social media management contract is crucial for a successful business relationship. By including these protections, both parties can ensure a clear understanding of expectations, safeguard their interests, and foster a productive working relationship. Investing time in crafting a comprehensive contract upfront can prevent misunderstandings and disputes down the road. 

For expert legal guidance in drafting or reviewing your social media management contracts, contact G.A.M. Law Office P.C. Our experienced attorneys can provide tailored advice to protect your interests and ensure a smooth working relationship. Don’t navigate the complexities of legal agreements alone – reach out to us today!

Are you looking for legal guidance in drafting or reviewing your social media management contracts? We’ve got you covered!

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