Companion to SOW & Content Agreement · 260930-SOW-SON

The same
contract,
in plain words.

Every term in the agreement, next to what it actually means — so nothing has to be read twice or guessed at.

Nothing here changes the agreement. If the two ever disagree, the agreement controls — this is a reading aid, not a second contract. Bring questions about any row to the call.

At a glance
  • PartiesSonolusso Botanicals & Organics, and Kenzie
  • ScopeStrategy, audit, and short-form video
  • Base fee$500 (2 invoices of $250)
  • Options4 — see Section 02
  • TermThe project; 30 days' notice to end
  • Governing lawIndiana
01How to read this

Three columns.
One meaning each.

Left is the clause. Middle is what it means in ordinary language. Right is why it's in there at all.

ColumnWhat it's for
The clauseThe section as it appears in the agreement, with its number
What it meansThe plain-English reading — what actually happens in practice
Why it's hereThe reason the clause exists, so it can be discussed rather than just accepted
If something looks one-sided Say so on the call. Several clauses below exist to satisfy a legal requirement rather than to gain an advantage — the right-hand column says which ones those are, and what breaks if they're removed.
02The content & who owns it

Rights, in plain terms.

What Sonolusso can do with the finished work, and what Kenzie keeps.

The clause
What it means
Why it's here
§1Exclusive rights, in perpetuity
Once Sonolusso pays for the video, the video belongs to Sonolusso — permanently, and exclusively. Sonolusso doesn't have to ask permission again to use it, and nobody else gets to use it.
This is the single most valuable clause in a content deal. Without it, Sonolusso can't run the video as a paid ad — which is the format that works best for this brand.
§1Assignment, and the license backstop
Kenzie hands over full ownership. The second sentence covers the case where the law won't let ownership transfer outright: then Kenzie grants a license that does the same job.
Standard belt-and-braces drafting. It closes a technical gap rather than changing the deal.
§1Editing and reuse
Sonolusso can cut it down, caption it, reformat it, combine it with other footage, and run it on Instagram, TikTok, YouTube, the website, email, paid ads, print, and at trade shows — now or in formats that don't exist yet.
A video worth making is worth using more than once. This is what makes the flat fee make sense for Sonolusso.
§1Name, image, likeness, voice
If Kenzie is on camera, Sonolusso can show her face, hear her voice, and name her in connection with the content and with Sonolusso's marketing — always credited.
Both videos are planned with a person on camera. This is what allows the footage to be used beyond the single post.
§1What Kenzie keeps
Her own accounts and anything she makes outside this deal. She can show the work in her portfolio with credit. She can't resell Sonolusso-branded content to someone else, and Sonolusso's logo, name, and packaging stay Sonolusso's.
Protects both sides. Kenzie gets portfolio rights — real professional value — and Sonolusso's brand doesn't end up in someone else's ad.
§3Product claims
Kenzie only says what Sonolusso has approved. She never says a product treats, cures, or prevents a disease, or promises a medical result.
Skincare is regulated. An unapproved claim in a video can create liability for Sonolusso whether or not Kenzie meant it. This protects her too — the rule she has to follow is one Sonolusso wrote.
03How the work runs

Reviews, revisions, reshoots.

The parts of the agreement that govern the day-to-day working relationship.

The clause
What it means
Why it's here
§2Approval before publishing
Nothing goes public until Sonolusso has seen it and signed off. Kenzie submits the finished video before posting.
Sonolusso carries the liability for what the content says. Review-before-post is the only way that liability is manageable.
§2What Sonolusso can ask for
Corrections that bring the video back to the agreed brief, fix a wrong product fact, remove an unapproved claim, fix audio or lighting, meet brand standards, or satisfy a legal or platform rule.
Deliberately a narrow, listed set — not "anything Sonolusso wants." Each item is a reason that would be defensible to anyone reading the list.
§2One revision round — included
One round of edits per video is covered by the fee. Not unlimited rounds.
Protects Kenzie's time. Without a number, "one more change" has no natural end.
§2One free reshoot
If a video misses the brief badly, or has a defect that editing genuinely can't fix, Sonolusso can require one reshoot at no extra charge.
A remedy that stops short of termination. It exists so a broken video doesn't become an argument — and it's capped at one, and limited to defects that aren't fixable by editing.
§2If Sonolusso changes direction
If Sonolusso asks for something different after the video is delivered — not a fix, a new idea — that can cost extra, but only if both sides agree in writing first.
Kenzie is protected from unlimited scope drift; Sonolusso isn't locked out of a good new idea. Neither happens silently.
§6Independent contractor
Kenzie isn't an employee. No benefits, no withholding, no set hours. She pays her own taxes. She can't sign anything or make pricing promises on Sonolusso's behalf.
This is how the engagement is structured and how both sides want it. The "no authority to bind" line also protects Kenzie — she can't accidentally create an obligation she'd have to answer for.
04Money, disclosure & taxes

What gets paid,
and what gets disclosed.

Three clauses that exist because a rule requires them, not because either side asked for them.

The clause
What it means
Why it's here
§6W-9 and 1099-NEC
Kenzie sends a W-9 before her first payment. Sonolusso reports what it pays her at tax time — and that includes the dollar value of any product it gives her, not just cash.
This is US tax law, not a negotiating position. Product given in exchange for services is reportable at fair market value, and two videos plus gifted product clears the $600 threshold comfortably.
§4FTC disclosure — what Kenzie does
If Kenzie posts the content on her own account, she marks it as paid: #ad or #sponsored where it's seen, spoken in the first five seconds of video, with the platform's paid-partnership label on.
A viewer has to know it's an ad. This is the standard the FTC applies to this kind of post.
§4FTC disclosure — what Sonolusso does
Sonolusso runs the disclosure program: it provides the written standard, gets acknowledgment before posting, and monitors that the disclosure is there.
This clause stays. Under 16 CFR § 255.1 the advertiser is liable for disclosure regardless of what the contract says. A contract that binds only the creator doesn't reduce that liability — it documents that Sonolusso knew the rule and built no program, which is worse than saying nothing at all. Removing it removes zero risk.
§6The flat fee is the whole fee
The $500 is the complete payment for the work and the rights to it. No commission, no royalty, no cut of sales, no bonus for views — and no separate customer discount for Kenzie unless Sonolusso agrees to one separately in writing.
This is straight from LBJ's own draft. It keeps the content fee separate from any ambassador or affiliate arrangement, so the two don't get tangled. Worth noting: if Kenzie is later meant to earn on sales, that needs its own written agreement.
§4Exhibit A
The FTC standard is a separate document, handed over at signing, with a box to tick confirming it was received.
The written program has to actually exist and be given to the creator. The acknowledgment is the record that it was.
05Ending it, and the fine print

If it stops, what survives.

The clauses that only matter if something goes wrong — which is exactly why they're short.

The clause
What it means
Why it's here
§7Termination — 30 days
Either side can end this with 30 days' notice. Sonolusso pays for work completed and paid for up to the date of termination.
A clean exit for both. Kenzie isn't left with unpaid work; Sonolusso isn't paying for work it never received.
§7Immediate termination
Sonolusso can end it immediately — no notice — for a listed set of serious breaches: refusing a revision, missing a deadline without reason, making unapproved claims, breaking confidentiality, or infringing someone's rights.
The list is specific and each item is a real breach, not a matter of taste. Sonolusso can't end it early for an unlisted reason.
§7Rights survive termination
Ending the agreement doesn't take back the content Sonolusso already paid for.
Otherwise the perpetual-rights clause in §1 would be undone by any termination — which would make it pointless.
§7Entire agreement
This document is the whole deal. Earlier emails and conversations are superseded. Changes have to be in writing and agreed by both sides.
Stops either side being bound by something said in passing. Standard in every contract of this kind.
§7No guarantee of future work
Finishing this project doesn't obligate Sonolusso to give Kenzie more work — or Kenzie to take it. Ongoing management or an ambassador role needs its own agreement.
Keeps this project clean. The monthly management option in Section 02 is priced separately for exactly this reason.
§7Governing law — Indiana
If there's ever a dispute, Indiana law applies.
Sonolusso is an Indiana business, so this is the natural and expected choice. Worth a look from the client's attorney.
§7Force majeure
If something outside either side's control stops the work — illness, a natural disaster, a government action — the deadline moves, and neither side is in breach. Whoever is affected has to get back to work as soon as they reasonably can.
A standard clause, carried over from LBJ's own draft. It only matters in a bad month, which is exactly when it's least fun to argue about.
§7Non-solicitation
For two years after this ends, neither side hires away the other's people.
Standard courtesy clause, mutual, and it costs nothing while nothing goes wrong.
§5Confidentiality & originality
Kenzie keeps Sonolusso's nonpublic information private, and confirms the content is her own work or properly cleared. Both duties outlast the agreement.
Kenzie will see unreleased products and pricing. This is the clause that makes sharing them safe.
One honest note This companion is written to be read, not to be relied on. The agreement controls if the two ever differ. Anything touching Indiana law — the governing-law clause, the non-solicitation clause — should go to the client's attorney before signature. Nothing here is legal advice.