Two clauses in a 12 month social media agreement bother me. Paranoid?

I don't know contracts but the account thing seems obviously wrong even to me? You wouldn't let a property manager put the utilities in their own name and hand them over when the relationship ends. Make the accounts yourself, add them as a manager, done.

wren has it. In trades this is the same as a sub who won't hand over as-builts until final payment. Everybody does it, and everybody who does it has been stiffed before, so I don't read it as malice. Doesn't mean you accept it. You just say the accounts go in our name and we grant you access, and if they say no, that tells you something.

Curious what the samples look like, because $2,400 for 16 posts and 4 videos is $150 an item and that's the range where you're either getting a solo operator at capacity or a shop that's subcontracting the editing. Ask who actually cuts the video. I've been looking at this side of the business and the person who sells is very often not the person who edits, and the samples on the pitch deck are the best three months of somebody else's account.

Asking for redlines doesn't make you difficult, it makes you a client who reads. I'd worry more about a provider who folds at the first question. Two things I'd add: what happens to the email list, and where does it live? If they built the campaign inside their own email platform under their account, the list has the same problem as the social logins, and a list of co-investor contacts is worth more to you than the posts are.

The contract you're reading is close to the one I write for my own small service team, so here's what's behind each clause.

Account ownership under our email exists because clients lose credentials constantly and then blame us when we can't post. That is a real operational problem with a boring fix, which is you own the accounts and grant us admin access, and you accept that if you fumble your own two factor setup it's your outage. Any provider who won't do that arrangement is holding your audience as collateral, and I'd say so out loud.

IP on payment in full for the term is not something I'd sign. Mine says assignment on payment of the invoice covering that deliverable. Month two paid, month two content is yours. Ask for that exact wording.

The 90 day termination with remainder payable is where I'd actually push. That's not a notice period, that's the whole contract. Standard in my corner is 30 days notice with anything delivered paid for. Whether the remainder clause is enforceable where you are is a question for your attorney, and I'd ask before signing rather than after.

The clause nobody flags in these agreements is approval turnaround. If your agreement doesn't say how long you have to approve content and what happens when you don't, you'll be the bottleneck by month three, they'll post unapproved or stop posting, and the argument that follows will be about which. Put 48 hours in and a default. Also cobalt is right about the remainder clause, that one is worth more than the IP timing in practice.

$28,800 to attract co-investors and off-market sellers. Do you have any idea what one of either is worth to you? Because if a single co-investor relationship is worth six figures of committed capital over five years, this is cheap and you're haggling over clauses that only matter in a breakup. If you don't know, that's the number I'd go find before the redlines.

parcel, he can't know that yet, they've never spent on marketing. That's the whole reason to keep the term short.

Twelve months at $2,400 with a remainder-payable exit is a $28,800 commitment dressed as a monthly. Price it as the commitment. If you'd hesitate to write one check for $28,800 against a channel you've never measured, don't sign the version that behaves like one check.

What I'd counter with: three month initial term, monthly after, 30 days notice, deliverables assigned as paid, accounts in your name. If they want the 12 months, they can pay for it with a discount, say $2,000, and even then I'd want a performance review gate at month three where you can walk. The samples being good is not evidence the samples will work for your audience. Different audience, different offer, different result.

One thing I'd separate out. The listing descriptions and the case study content are doing two unrelated jobs. Property copy sells a specific asset to buyers. Case study posts build your credibility with people who might wire you money later. The second one has compliance edges depending on how you're raising, and how far you can go in public about a raise is a securities question for your counsel, not a question for your content shop. I'd want them to know that a draft can be well written and still be something you can't publish.

The IP clause took three careful passes before the problem jumped out. So if you paid eleven months and stopped, none of the eleven months of posts are legally yours, even the ones already published? That seems like it can't be what they meant.

juniper, I think that's exactly what it says and I also think they didn't write it, they downloaded it. Which is the thing I'd have been embarrassed to say out loud: most of these agreements are a template somebody bought once. When you send redlines you often find out the provider has no attachment to the words at all and just says fine.

fathom, ask the question the plain way. "We'll own the accounts and content as we pay for it, three month term to start. Does that work?" If the answer is yes you've spent one email. If the answer is a lecture about how they always do it this way, you've learned something for free.