Caution

Missing Exclusivity Carve-Outs

The exclusivity clause has no exceptions for your pre-existing partnerships, family business, or charity work.

Show it
Look at the exclusivity or non-compete clause and check what it does NOT say. If it restricts you from working with other brands but never mentions exceptions for partnerships you already have, your family's business, or charity work - the carve-outs are missing. Watch for "without exception", "no carve-outs", or "any and all brands".
Decode it
Carve-outs are the standard exceptions that keep an exclusivity clause fair: deals you signed before this one, your own or your family's business, and unpaid charity work. Without them, you could technically breach this contract by continuing something you started months ago - and breach can mean a penalty or losing part of your fee.
Fix it
Ask for a short exceptions block: list any pre-existing partnerships in a schedule, and add general carve-outs for family or personally-owned businesses and for charity work. These are normal requests and brands usually accept them because they don't touch the competitors the brand actually cares about.

What it means

This exclusivity clause does not carve out the things most creators expect to keep doing, partnerships you already have, your own or your family's business, and charity work. Without these exceptions, you could technically be in breach for continuing a deal you signed before this one, or for unpaid work for a cause you support.

Without carve-outs, the exclusivity could also catch partnerships you already have, a family business or charity work. When they are missing, the exclusivity can sweep in activity you did not intend to give up, and breach can trigger penalties or a clawback of your fee. The most important thing to check is whether any partnership you already have, or expect to continue, is protected in writing.

What to check before you sign

  • ·Are pre-existing partnerships you have already signed carved out (ideally listed in a schedule)?
  • ·Is your own or your family's business activity excluded from the exclusivity?
  • ·Is charity, pro-bono, or community work excluded?
  • ·Does the clause allow exceptions with the brand's prior written consent?
  • ·What happens if you breach, termination only, or a penalty or clawback of fees?

How to fix it

  • List any current or anticipated partnerships in a schedule and carve them out of the exclusivity explicitly.

  • Add an exception for the creator's own or their family's personally-owned businesses.

  • Add an exception for charity, pro-bono, and community work.

  • Add a mechanism allowing further exceptions where the brand gives prior written consent, which is not to be unreasonably withheld.

Negotiating it

A good opening

"I'd like to carve out any partnerships I already have, any family business and any charity work. Could we add a short exceptions list and name any existing ones in a schedule? "

When to walk away

A broad, long exclusivity with explicit "no exceptions" language, a refusal to protect disclosed pre-existing partnerships, and a fee clawback on breach is a strong walk-away signal; the creator is being asked to risk existing income with no protected exceptions.

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Educational guidance, not legal advice. For high-value or complex deals, get independent legal advice from a qualified professional.