Have you ever found yourself in a “laugh-cry” situation where KOLs take the money but don’t post on time? Or even worse, they promote a competitor right after your campaign ends? The key to solving this problem once and for all lies in a tight legal document: KOL Contract.

In the context where Vietnam’s Influencer Marketing market is projected to reach tens of millions of USD by 2026, the lack of a KOL Contract rigorous standard is no different from “throwing money out the window.” The risks are not only financial but also about brand reputation.

According to the latest statistics, up to 40% of disputes in marketing campaigns stem from ambiguous terms in agreements. This raises an urgent need for transparency and detail in collaboration documents.

At DPS.MEDIA, with practical experience since 2017 serving over 5,400 customers, we understand that a good contract is the foundation of every successful campaign. DPS.MEDIA's experts always recommend that businesses value this legal aspect.

This article will provide you with the most comprehensive and in-depth view of how to build and optimize this important text. Let's explore the secrets to absolutely protect Brand's rights.

1. Why KOL Contracts Are a Brand's Lifeline?

Many SME businesses still use messenger chats or verbal agreements. This is a fatal mistake. KOL Contract not just a piece of paper, it is a risk management tool and ensures effective performance.

Maximize Legal Benefits

When a dispute occurs, Zalo or Facebook messages do not hold enough legal weight. A document stamped with a red seal or with a verified digital signature becomes steelclad evidence in court. It clearly defines the rights and obligations of both parties.

Having a KOL Contract tight contract helps Brand avoid KOL “ghosting” deals, deleting posts early, or creating content that deviates from the original brief. This is the first and most important layer of protection.

Real example: In 2023, a cosmetics Brand in Ho Chi Minh City sued KOL A when she arbitrarily deleted a review post just 24 hours after publishing. Thanks to the “post lifetime” clause clearly stated in the contract (6 months), the Brand was compensated 200% of the contract value.

Ensure KPI Commitments (Key Performance Indicators)

Without a binding contract, KOL can easily work on a whim. KOL Contract needs clear KPI definitions such as view count, interaction count, or number of orders (for Affiliate). This forces KOL to be accountable for the budget Brand spends.

According to experts at DPS.MEDIA, embedding KPIs in payment terms (bonus/penalty based on performance) is the best way to optimize ROI. If the committed KPIs are not met, KOL must have a compensation plan (repost, run supportive ads).

Real example: A fashion brand required KOL B to commit to at least 10,000 clicks to the landing page. When the campaign ended with only 6,000 clicks, under the contract KOL B had to produce 2 additional TikTok videos for free to make up for the shortfall.

Manage Image Usage Rights

Many brands mistakenly believe that paying a booking fee grants the right to use a KOL's image. In reality, if KOL Contract .

Intellectual property rights and the right to use commercial images are two different categories. The collaboration text should specify the scope of use, duration of use, and permitted platforms to avoid problems in the future.

Clarify Payment Process

Disputes about money are always the top cause leading to relationship cracks. One KOL Contract standard will specify a detailed payment roadmap: how much is the deposit, how payment is made after acceptance, and what tax documents are required.

This makes the Brand’s accounting team work easier and gives KOL peace of mind so they can focus on creating the highest quality content for the brand.

Advice: Never transfer a deposit before having a death-chicken signature. A PDF document with a digital signature also has legal value—leverage technology to close deals quickly.

2. The Golden Structure for a Complete KOL Contract

To draft a watertight document, you need to master the basic structure. A KOL Contract professional contract doesn’t need to be overly long but must include all elements that constitute legal and commercial validity.

Parties Identification Information

The opening section seems simple but is often where most mistakes occur. For individual KOLs, provide ID/CCCD number, personal tax code, and residential address. For KOLs under a management company, provide the company’s legal entity information.

Accuracy here ensures you’re contracting with the correct authorized and responsible person. If the KOL is under 18, a guardian must sign on their behalf.

Detailed Scope of Work

This is the heart of KOL Contract. Don’t just write “01 Facebook post.” Write details: 01 post in Photo Album format, at least 5 images, 300-word caption, including 3 specific hashtags, posted at 20:00 on day X.

The more detailed, the easier it is for the Brand to accept. Clearly specify the number of allowed edits (feedback). Typically, DPS.MEDIA recommends setting a maximum of 3 edits to avoid wasting time for both parties.

List of items to detail:

• Content format (Video, Article, Story, Livestream).
• Duration (for video/live) or length (for articles).
• Number of keywords to insert.
• Link placement position (Bio, Caption, Comment).
• Mandatory key message.
• Prohibitions (Brand Safety).

Exclusivity Clause

The Brand certainly doesn’t want the KOL to praise its product today and praise a competitor tomorrow. The exclusivity clause in the KOL Contract prevents the KOL from taking ads for directly competing brands within a set period.

The exclusivity period usually lasts from 1 to 3 months after the campaign ends. However, stricter exclusivity often comes with higher booking fees. Consider your budget to negotiate reasonably.

Intellectual Property

Who owns the video after the KOL publishes? Does the Brand have the right to repost the video on the official Fanpage? KOL Contract needs to clarify: whether the Brand may use derivatives or fully own it.

If the Brand wants full ownership (KOL cannot use it for other purposes), the fee will be calculated as “Buy-out.” If it’s just a time-limited right to use (Licensing), the cost will be lower.

Violation Penalties

To ensure deterrence, KOL Contract must include a violation penalty clause. A common penalty is 8% of the contract value (under Commercial Law) plus actual damages. Common violations: wrong posting time, leaking confidential info, early post deletion.

Real example: A Food Reviewer KOL was fined 20 million VND because a competitor’s logo accidentally appeared in their review video of restaurant A, violating the Brand Safety clause they had signed.

Confidentiality

During collaboration, the Brand may share unpublished marketing strategies. The confidentiality clause in the KOL Contract prevents the KOL from leaking this information to outsiders or competitors.

Little tip: Prepare contract templates for each audience to shorten drafting time for each new campaign.

3. Classify KOL Contracts by Campaign Objective

There is no universal KOL Contract template that applies to all cases. Depending on the campaign objective—Branding or Sales—the contract content will have appropriate variants to optimize effectiveness.

One-off Campaign Contract

This is the most common type, applied to short-term product launches. KOL Contract type focuses on the number of posts and exact posting times. KPIs are often Reach and Engagement.

This type features a quick process and one-time payment after posting. Low risk but low Brand attachment. Often used with Micro-Influencers to create mass seeding effects.

Brand Ambassador Contract

For A-tier KOLs or Celebs, long-term collaboration (6 months – 1 year). KOL Contract is extremely complex, including events, photoshoots, TVC filming, and comprehensive category exclusivity.

This document requires legal advice due to its high contract value. Personal image maintenance clauses (scandal clause) are mandatory. If the Ambassador encounters a scandal, the Brand has the right to terminate unilaterally and claim compensation.

Affiliate/Commission Contract

New trend in 2026. Instead of a fixed booking fee, the Brand pays a commission per successful order. KOL Contract type focuses on order tracking methods, commission rate, and reconciliation cycle.

The most important clause defines “valid orders” and anti-fraud. The Brand needs to clarify what orders qualify for commission (successfully delivered, no returns).

Barter Agreement

Commonly applied to Nano Influencers or KOCs. The Brand sends free products; in exchange, the KOL posts a review. Although there is no cash transaction, a KOL Contract (or confirmation agreement) is still needed to ensure the KOL fulfills obligations after receiving the gift.

According to DPS.MEDIA research, the “no-show” rate in Barter deals can reach 30% without a written commitment confirmation. Don’t be complacent even if product value is low.

Content Creation Only Contract

The Brand hires the KOL solely to produce high-quality video/images for the Brand’s channels (UGC); the KOL does not need to post on their own. KOL Contract is essentially a service contracting agreement for creative work.

The focus of this document is transferring all intellectual property rights to the Brand. The Brand becomes the sole owner of that content.

Expert's perspective: Combining contract types flexibly in an overall campaign is the comprehensive Digital Marketing solution way for SMEs to optimize cost and conversion effectiveness.

4. 5 Fatal Mistakes to Avoid When Signing Brand KOL Contracts

Even with ready templates, many Brands still make mistakes when filling in information or overlooking small details. The loopholes in KOL Contract often only surface after an incident occurs, causing heavy losses.

Vague Requirement Descriptions

Vague writing like “Good product review” is suicidal. The KOL may praise casually or in a generic, “industrial” way. KOL Contract should state: “Praise the moisturizing function, mention ingredient X, show close-up of the cream texture absorption.”.

Vagueness gives the KOL leeway to do a half-hearted job. Turn the content brief into a non-detachable appendix of the contract and require the KOL to sign to confirm it.

Omitting Force Majeure Clause

Epidemics, natural disasters, or sudden account suspensions of the KOL’s social media (due to platform scans) are events of force majeure. If the KOL Contract does not specify this, it will be very difficult for the Brand to reclaim the deposit.

Clearly stipulate: If the account is suspended during the campaign, the KOL must repost on another platform or refund proportionally.

No规定 Keeping Post Duration

This is the most common mistake. The KOL posts, gets paid, then deletes the post the next week to clean up their feed or take another job. KOL Contract must include the line: “KOL commits to keeping the post for at least 06 months” or “Never delete.”.

Real example: An F&B Brand suffered heavily when a series of review posts by 10 KOLs vanished after just 3 days, breaking the viral campaign mid-flight and losing all inbound traffic.

Ignoring Platform Policies

TikTok and Facebook are tightening paid partnership labeling rules. If the KOL doesn’t label correctly, posts may be downranked or removed. KOL Contract needs to bind the KOL to platform policies.

This is especially important for sensitive categories like functional foods, cosmetics, and finance. Policy violations can implicate the Brand’s Fanpage as well.

Missing Seeding Clause Under Comments

Posts with high engagement but where the KOL doesn’t reply to customer comments are a waste. Define in the KOL Contract that they must reply to at least the first 20 comments or pin the comment containing the Brand’s purchase link to the top.

Two-way interaction significantly increases conversion rates, turning viewers into real buyers.

List of potential risks:

• KOL uses language violating public morals.
• KOL is involved in a personal scandal during the campaign.
• Reported metrics (report) are fake (fake boost).
• Using copyrighted music causes videos to be muted.
• Leaking fee information causes conflict among KOLs.

5. Standard KOL Contract Drafting and Signing Process

To have a KOL Contract that works perfectly, the workflow must also be professional. Haste often leads to mistakes. Follow the steps below to keep everything under control.

Step 1: Pre-contract Negotiation

Before drafting the contract, lock key terms via Email or Zalo: booking fee (Cast), number of posts, posting time, perks. Agree first, then formalize into a legal document.

This helps limit repeated revisions of the KOL Contract multiple times, causing ill will and wasting time for both parties. Professionalism starts at the price negotiation stage.

Step 2: Drafting

Based on preliminary agreements, the Brand drafts the contract. Use the company’s standard template and customize personalized details. Don’t forget to proofread spelling and financial figures.

According to DPS.MEDIA, you should send the Draft in PDF format (to avoid covert edits) to the KOL for review and feedback within 24 hours. Transparency builds trust.

Step 3: Legal Review

For high-value contracts (>50 million VND), have a legal department or lawyer review. Ensure the KOL Contract does not violate current legal regulations, especially the Advertising Law and Cybersecurity Law.

Carefully check personal income tax (PIT) clauses. Who bears this tax? Typically, the Brand withholds 10% PIT before paying the KOL.

Step 4: Signing

Prioritize using e-Sign or electronic contracts to save shipping time. Current e-sign platforms have equal legal value to handwritten signatures. If signing on paper, print 02 copies, each party keeps 01.

Note: Require the KOL to initial each page of the KOL Contract and fully sign on the last page to prevent page swapping later.

Step 5: Contract Liquidation

After the campaign ends and obligations are fulfilled, don’t forget to create a contract liquidation record. This document confirms that both sides have no further claims and serves as a basis for the accounting team to close the expense file.

In the liquidation record, summarize actual achieved numbers against the initial KPI commitments in the KOL Contract to evaluate effectiveness.

Important note: according to the 2024 market report, businesses using e-signing processes cut campaign deployment time by 70% compared to traditional processes.

Conclusion: Don't Let the KOL Contract Become a Barrier

KOL Contract is not a leash on creativity, but a safe legal corridor for both Brand and KOL to thrive together. A tight, transparent contract is the highest respect for the partner and for your business budget.

In 2026, as the market becomes more professionalized, equipping yourself with solid knowledge of Influencer Marketing law is an undeniable competitive advantage. Don’t let small paperwork mistakes ruin an entire passionate communications strategy.

Key points to remember:

• Always sign KOL Contract before deploying any work.
• Detail every requirement in the Scope of Work (SOW).
• Tightly bind KPIs and image usage rights.
• Don’t forget confidentiality and penalty clauses.
• Flexibly adjust the contract template according to campaign goals.
• Follow the signing and liquidation process to ensure legal validity.
• Consult experts for high-value contracts.

Are you struggling to manage KOLs or build an effective Influencer Marketing strategy? Let the experts at DPS.MEDIA support you. We provide optimal solutions to help the Brand “choose the right partner” accurately and safely.

Contact us now to receive our exclusive KOL Contract templates and free campaign consultation!