Hook two: the agreement
What the agreement with your social media manager should cover
A written agreement with an outside social media manager should settle the work, the money, who owns the posts and pictures made for you, what stays confidential, and what happens to all of it when the work ends. Under the Copyright Act the author of a work is generally the first owner of its copyright, and an assignment of copyright has no effect unless it is in writing and signed by or for the person assigning it, so ownership is the clause least safe to leave out.
General information. This is general information, not legal advice about your own contract. business.gov.au and IP Australia are the places to check, and IP Australia suggests getting the right professional advice before entering agreements with contractors.
Why write it down at all
business.gov.au says a commercial contract in Australia is legally enforceable whether it is verbal or written. A well-written contract, in business.gov.au’s words, “helps both parties understand what to expect and protects their businesses”, and it asks for plain language both sides can follow. If the manager lives overseas, it adds, international contract laws may apply.
Ownership is where staff and outside managers differ. Section 35(6) of the Copyright Act makes an employer the owner of copyright in a work an employee makes under the terms of their employment. An outside manager engaged as a contractor is not in that position, which is why the ownership clause below carries so much weight.
The schedule below follows business.gov.au’s own list of what to put in a contract with a contractor, with the question each clause raises for social media work set beneath it.
The schedule, clause by clause
The work, or the result
business.gov.au says every contract should describe the work to be done or the result to achieve, and when it starts and ends.
For this work: which accounts, how many posts, who approves a post before it goes up, and whether paid promotion is included.
Payment
The contract should show the fee structure, whether the fee includes GST, and when payments fall due.
For this work: whether money spent boosting posts is inside the fee or billed on top.
Who owns what is made
business.gov.au calls IP ownership clauses “critical for working out who holds the rights to any IP created during a business relationship.” Under IP laws, it says, the contractor automatically owns any IP they create, and if the hirer wants to own it, the contract must say so.
The Copyright Act is specific about the form. Section 196(3): “An assignment of copyright (whether total or partial) does not have effect unless it is in writing signed by or on behalf of the assignor.” Video has its own starting point: under section 98(3), a person who pays for a film to be made under an agreement owns its copyright “in the absence of any agreement to the contrary”.
For this work: the photos, videos, captions and graphics the manager makes for you, and any templates or drafts that were never posted.
Owning, or only using
Ownership is not the only choice. IP Australia describes licensing as the owner giving someone else permission to use, but not own, their IP in exchange for payment. business.gov.au gives two common arrangements a contract can set out; in one, “the hirer owns the rights to everything the contractor creates under the contract”, and the contractor may use the work only if the hirer agrees.
Some rights stay with the maker either way. The Attorney-General’s Department says moral rights apply to creators whether or not they own the copyright, and cannot be assigned or licensed to anyone else. The Copyright Act does let a creator give written consent to specified acts or omissions that would otherwise infringe these rights (section 195AWA), so an agreement can include one.
Confidential information
Either party can include a confidentiality clause, and business.gov.au gives client lists, pricing information and trade secrets as examples. The contract should say which information is confidential so both sides know what needs protecting.
For this work: customers’ messages, unpublished offers, and the login details themselves.
Loss, damage and insurance
An indemnity clause shifts risk from one party to the other, and the contract should clearly identify each party’s insurance obligations.
Subcontracting
A contractor who needs a subcontractor should discuss it with the hirer and put it in the contract, and the hirer may limit what can be subcontracted.
For this work: whether anyone besides the manager will ever hold a login.
Changes
Changes can be agreed verbally, but business.gov.au says it is best to put them in writing and have both parties sign.
Disputes
business.gov.au suggests a dispute clause and says you should try to resolve a dispute before taking legal action.
Ending early
A termination clause lets both parties end the contract and can help prevent disputes. business.gov.au lists what to include: the situations it covers, the notice needed and how to give it, what money is payable, and what happens to other clauses and obligations, such as confidentiality or intellectual property.
The clause for the last day
IP Australia’s list of what a written contract with a contractor should define ends with three items that matter when the work stops. Two are agreements, on confidentiality and on non-competition; the third is “obligations to return copies of IP if or when work ends”. Its advice is that the contract be signed before the work starts.
For social media work, a return clause could name the original photo and video files, the editable design files behind each graphic, the content calendar and any scheduled posts still waiting to go out. Ending the arrangement shows the clause at work. Who may say what in a paid post is in paid posts, and saying so.
Agreed in advance, these points turn the last week of the arrangement into a checklist rather than a negotiation.