Right of First Refusal and Renewal Options in Influencer Contracts

"Right of first refusal" gets used for two genuinely different things in influencer marketing, and the two get confused constantly. One meaning is about approving content before it goes live — that's already the approval-process term in the contract checklist. The other, and what this article is about, is a clause that gives the brand priority to renew or extend a deal before the creator can sign an equivalent agreement with someone else. This article covers how that clause differs from both exclusivity and a plain renewal option, what it should cost, and whether it holds up under Danish law.

This is practical guidance from Make Influence, not legal advice. Have the actual contract wording reviewed by a lawyer.

Two things get called "right of first refusal" in influencer marketing — and they're not the same

Search for "right of first refusal" in an influencer-marketing context and you'll find two unrelated concepts sharing the same name:

• Pre-publication approval. Some agencies and legal guides use "right of first refusal" to mean the brand's right to review and approve content before it goes live — that's really the approval process, already listed as one of the 12 terms in the contract checklist, and has nothing to do with renewal or competitors.
• Priority on renewal (this article). The classic legal meaning — borrowed from real estate, shareholder agreements and talent contracts — where the brand gets the right to match or renew the deal before the creator can sign an equivalent or competing agreement with someone else.

This article covers only the second meaning. If you're looking for pre-publication content approval, that's already covered by the approval-process term in the contract checklist.

Right of first refusal, right of first negotiation, and a plain renewal option: three mechanisms, three answers

Even within "priority on renewal", three distinct mechanisms solve different problems:

The difference comes down to how much freedom the creator has in the meantime. A plain renewal option is the most predictable for both sides, because the terms are typically fixed in advance. A right of first refusal is the most flexible for the brand, but puts the most uncertainty on the creator, because the creator genuinely can't close a deal with anyone else until the brand has had its chance to match. Right of first negotiation sits in between — the brand gets first crack at negotiating, but still has to actually reach agreement with the creator on new terms, not just match an existing offer.

How this differs from an exclusivity clause

The two clause types get confused because both restrict who the creator can work with — but they govern different windows of time:

The two can sit in the same contract without overlapping: exclusivity governs what the creator can do while the deal is active; a right of first refusal or renewal option governs what happens once it ends. An ambassador programme with long exclusivity during the term typically also has the strongest case for a renewal clause, because that's where the brand has invested the most in the relationship — see how to run an influencer ambassador program for how the two fit together.

What should the clause actually specify? A checklist

• What triggers it. A concrete third-party offer received (right of first refusal), the deal simply approaching expiry (right of first negotiation), or just the brand's own choice to activate it (plain renewal option)?
• How long the brand's response window is. A short window (typically 5-14 days) forces a fast decision without tying up the creator too long; a longer window protects the brand better, but costs the creator more in lost freedom.
• What "match" actually means. Does the brand only need to match the price, or also other terms like exclusivity, usage rights and deliverable volume? Ambiguity here is the most common source of disputes.
• Whether the creator has to disclose who the competing offer is from. Some clauses require only the terms, not the identity of the other party — relevant if the creator wants some confidentiality about who has approached them.
• What happens if the brand declines. As a default, the creator should be entirely free to accept the other party's offer — a clause that doesn't release the creator on decline is effectively a hidden, open-ended exclusivity clause.

Is the clause enforceable under Danish law?

There's no Danish statute specifically covering right of first refusal or renewal-option clauses in influencer contracts. As with the other clause types in this series, it's the general aftaleloven § 36 that decides whether a given wording holds up: "En aftale kan ændres eller tilsidesættes helt eller delvis, hvis det vil være urimeligt eller i strid med redelig handlemåde at gøre den gældende" (an agreement can be changed or set aside in whole or in part if enforcing it would be unreasonable or contrary to good faith) — the assessment weighs "the circumstances at the time the agreement was entered into, the content of the agreement, and subsequently occurring circumstances" (§ 36(2)).

In practice, that means a clause with an unreasonably long response window, a vague definition of "match", or no real triggering event stands on weaker ground if it's ever tested than a clause with a short, concrete window and a clear release if the brand declines. No published Danish case law was found specifically testing this clause type in an influencer contract — the assessment above follows from § 36's general reasonableness principle, not from a specific ruling on the topic.

Should the clause cost the brand something?

The same logic that applies to exclusivity applies here too, even though it's rarely raised: a right of first refusal clause genuinely limits the creator's negotiating position, even when the clause is never actually invoked. A creator who other brands know must first be declined by an existing partner before a new deal can close may find that some potential partners hesitate to invest time in a negotiation that risks going nowhere. That friction has real value to the creator, whether or not the brand ever actually exercises the right.

In our experience, a right of first refusal clause should either (a) be time-limited to a short window around the deal's expiry — not run indefinitely — or (b) be compensated with an add-on, the same way exclusivity is. A clause with no time limit and no compensation is the version most likely to become a sticking point a creator's manager insists on cutting or narrowing.

Decision framework: should you use the clause, and which variant?

IF you've invested heavily in the relationship (an ambassador programme, a long ramp-up period, unique product knowledge on the creator's side) → a right of first refusal with a short response window is worth asking for.

IF you simply want to avoid forgetting to renew a deal that's working → a plain renewal option is simpler and more predictable for both sides.

IF the creator has a manager or agency → expect the clause to get negotiated down to a short window or removed entirely — see negotiating with an influencer's manager or agency.

IF the deal is a one-off campaign with no natural renewal need → the clause rarely makes sense to ask for.

IF you're not actually willing to act quickly once the window opens → drop the clause. A right of first refusal nobody ever responds to in time is worse than no clause at all, because it creates false security.

A hypothetical worked example

The figures below are invented and for illustration only. This is not a real Make Influence customer.

A creator has run a 12-month ambassador deal at DKK 10,000 a month, DKK 120,000 total. The contract includes a right of first refusal with a 10-day response window. Two months before expiry, the creator receives a competing offer of DKK 13,000 a month for an equivalent deal. The creator notifies the brand, as agreed. The brand has two real options: match the DKK 13,000 (12 × DKK 13,000 = DKK 156,000 for a new year, DKK 36,000 more than the original rate), or decline and let the creator sign with the competitor. Had the contract instead included a plain renewal option with no matching obligation, the brand could have renewed at the original DKK 10,000 a month — but only if the creator had never received a competing offer to compare it against. The difference shows why a plain renewal option is cheapest for the brand, while a right of first refusal is the one that actually protects against losing the creator to the highest bidder.

Common mistakes

• Confusing the clause with content approval. "Right of first refusal" means something else in that context — see the two-meanings section above.
• Letting the clause run indefinitely with no response window. That ties up the creator unnecessarily and raises the risk the clause gets judged unreasonable under aftaleloven § 36 if it's ever tested.
• Not defining what "match" actually covers. Price alone, or the other terms too? Ambiguity here is the most common source of disagreement once the clause is actually triggered.
• Asking for the clause without being willing to pay for it. Like exclusivity, it has real value to the brand and a real cost to the creator — see the section above.
• Not genuinely releasing the creator if the brand declines. A clause with no clear release mechanism is effectively a hidden, open-ended exclusivity clause.

Make Influence's perspective

In our experience, a plain renewal option is usually the right call for most long-term partnerships — it's simple, predictable, and solves the actual problem most brands have: forgetting to renew a deal that's working. A genuine right of first refusal with a matching obligation makes the most sense when the brand has invested enough in the relationship that losing it to a competitor's offer would be a real loss — not as a default clause every deal should carry.

This is our operational experience running influencer and UGC programmes, not a general rule.

FAQ

Is a right of first refusal the same as exclusivity?

No. Exclusivity governs what the creator can do while the current deal is running. A right of first refusal governs what happens once the deal expires, and whether the creator can move on to someone else. See the comparison above.

Does the creator have to disclose who the competing offer is from?

It depends on how the clause is worded. Some clauses require only the terms (price, duration), not the other party's identity — that should be stated explicitly in the contract, not assumed.

What happens if the brand doesn't respond within the window?

The contract should take an explicit position on this — normally, no response should be treated the same as a decline, so the creator isn't left indefinitely stuck.

Is a plain renewal option always simpler than a right of first refusal?

Yes, because it doesn't depend on whether a competing offer ever shows up — the brand can use it regardless of what else the creator is offered.

Should the clause cost the brand something to include?

In our experience, yes — either as a short time limit or as an add-on fee, the same way exclusivity is. See the section above.