Letter of Intent or Deal Memo Before the Full Influencer Contract

A letter of intent (LOI) or deal memo is a short document that locks down the essential terms of an influencer collaboration while the full contract is still being drafted or negotiated: who the parties are, what's being delivered, the fee and the timeline. By default it is not binding in its entirety — only the terms the document explicitly names as binding (typically confidentiality and a short exclusivity window during the negotiation itself) actually are. That's the detail that most often goes wrong: a deal memo that doesn't say explicitly which terms bind immediately is worse than having no memo at all, because both sides can end up acting as though the whole document is either binding or not, without that ever actually being settled.

This is practical guidance from Make Influence, not legal advice. If the fee or the obligations involved are significant, have the actual wording reviewed by a lawyer before it's signed.

What a deal memo actually solves

A collaboration often runs several weeks from the first terms being discussed to the full contract — covering all 12 standard terms — being ready to sign. In that gap, both sides need something to plan against: should the creator start blocking calendar time? Should the brand start preparing the product and the brief? A deal memo solves that by briefly fixing the core of the deal on one or two pages, so both sides can start planning while the legal detail, the full usage-rights scope and the remaining clauses are still being negotiated in the background.

What a deal memo should contain

What a deal memo shouldn't contain

A deal memo that tries to cover the same ground as the full contract loses its own purpose — it just becomes a poorly drafted contract under a different name. The following belongs in the full contract, not the memo:

• The full usage-rights scope — which surfaces, for how long, whether paid usage is included. That's too detailed and too consequential to settle quickly in a two-page memo.
• The full exclusivity clause — category, duration and price. A short no-shop clause for the negotiation window itself is a different thing, see the section below. The actual exclusivity clause that governs the collaboration itself belongs in the full contract.
• Termination and kill-fee mechanics — what happens if either side pulls out once production is under way. See kill fees and early termination clauses in influencer contracts for how that clause is actually structured.
• Any post-collaboration non-compete — if the brand wants to bind the creator after the contract ends, that belongs in the full contract, not an early memo. See non-compete clauses after an influencer contract ends.
• Detailed disclosure and approval procedures — how many revision rounds, who has final say. That needs more space than a memo should use.

Binding or not — the single most important sentence in the document

Under Danish contract law, a binding agreement doesn't require any particular form or heading — an agreement is formed once there's a clear offer and a clear acceptance, regardless of whether the document is called a "contract", a "letter of intent" or something else entirely. What matters legally isn't the document's title, but what the parties actually indicated each individual term should do. That's why the single most important sentence in the whole memo isn't the fee amount or the timeline — it's the line that explicitly states which terms are binding immediately, and which only become binding once the full contract is signed.

A memo without that sentence is far more dangerous than no memo at all, because both sides typically assume something different: the creator often assumes the fee and scope are now agreed and starts planning accordingly; the brand often assumes nothing is final until the full contract is signed, and reserves the right to keep negotiating. Without an explicit line addressing it, neither side is right or wrong — and that's exactly the kind of disagreement that's most expensive to resolve afterward.

The two terms that are typically binding immediately

Even an otherwise non-binding deal memo usually names two terms as binding from signature:

• Confidentiality — both parties commit not to publicize or share the content of the negotiation, regardless of whether the collaboration ends up happening.
• A short exclusivity/no-shop window for the negotiation period itself — the creator commits not to actively negotiate an equivalent campaign with a competing brand while this negotiation is under way (typically 1-4 weeks). That's a completely different, and much shorter, obligation than the full exclusivity clause that governs the collaboration itself.

Deal memo vs. full contract

When is a deal memo worth using?

IF the full contract can realistically be ready within a few days → skip the memo and go straight to the full contract.

IF the creator needs to start blocking calendar time, or the brand needs to start production, before the legal detail is finished → a deal memo is worth it, precisely so both sides can plan without waiting for the last clause.

IF the fee is small and the collaboration is simple (one post, a gifted product) → skip the memo. Go straight to a short, full agreement — see the lightweight-agreement section in the contract checklist for when that's enough.

IF you can't agree which terms in the memo should be binding immediately → that's itself a warning sign you don't yet agree on the full deal either.

Worked example: what an ambiguous memo can cost (hypothetical)

The figures below are a made-up worked example to illustrate the point — not a real customer case.

A brand and a creator verbally agree a EUR 6,000 fee for a three-video campaign and send a short deal memo that mentions the amount, but doesn't explicitly state that the fee is binding. In the meantime, the creator turns down another EUR 4,000 booking for the same window, treating the EUR 6,000 deal as settled. Two weeks later, when the full contract is due to be signed, the brand asks to reduce the fee to EUR 4,700, pointing out that "nothing was final yet". The creator has now lost both the original EUR 4,000 booking and negotiating leverage on the remaining EUR 1,300 in dispute — a combined loss of up to EUR 2,600, entirely because the memo never explicitly stated whether the fee amount was binding. Had the memo simply included the sentence "the EUR 6,000 fee is binding on both parties regardless of the outcome of the remaining negotiations", the whole situation would have been avoided.

Common mistakes

• Assuming a deal memo is automatically non-binding because it isn't called a "contract". It's the content, not the title, that decides what's binding.
• Letting the memo cover the same 12 terms as the full contract. It then loses its purpose and just becomes a poorly drafted contract.
• Not setting a deadline for when the full contract needs to be ready. Without one, a memo can sit unresolved indefinitely while both sides plan against a document that never becomes anything else.
• Letting the creator start production before the full contract is signed, without the memo clearly stating the fee is binding. That's exactly the situation the worked example above shows the cost of.
• Using a deal memo to sidestep a real negotiation over usage rights or exclusivity. Those terms need the full contract's attention, not a quick line in a memo.

Make Influence's perspective

In our experience, a deal memo is most valuable when timing is under pressure — when the creator needs to start planning content, or the brand needs a campaign ready by a fixed date, while the full contract is still being drafted. It's worth far less when it's used as a shortcut to avoid properly negotiating usage rights or exclusivity — those questions come back anyway once the full contract has to be written, and they're harder to negotiate once production is already under way. That's our operational experience structuring collaborations, not a legal conclusion.

FAQ

Is a deal memo the same thing as a letter of intent?

Yes, "letter of intent" and "deal memo" are often used interchangeably: a short, early document that fixes the core of a deal before the full contract is ready.

Can a deal memo replace the full contract entirely?

Only if the collaboration is very simple and low-value — see the lightweight-agreement section in the contract checklist. Anything involving a meaningful fee, usage rights or exclusivity should have the memo followed by a full contract.

What if one side pulls out after the memo is signed but before the full contract is ready?

It depends entirely on what the memo itself says is binding. If only confidentiality and the no-shop clause are binding, either side can generally walk away without further obligation — aside from those two terms. If the memo explicitly made the fee binding, as in the worked example above, that obligation stands regardless of whether the rest of the contract ever gets finished.

Does a deal memo need to be signed by both parties to count?

Yes — like the full contract, a deal memo needs clear acceptance from both sides to have any effect at all, including for the terms it makes binding itself.

How long should it take to go from a signed deal memo to the full contract?

There's no fixed norm, but set a date in the memo itself — typically 1-3 weeks, depending on how complex the deal is. Without a deadline, the memo risks becoming the only agreement that actually exists, even though it was never meant to be.