High risk

Subjective / Discretionary Approval

The contract gives the brand discretion over whether your deliverable is accepted, without objective criteria.

Show it
Look in the deliverables, acceptance, or approval section for phrases like "to the Brand's satisfaction", "in the Brand's sole discretion", "satisfactory to the Brand", "approval by the Brand", "in form and substance satisfactory", or "subject to Brand approval". The absence of objective criteria is the strongest signal.
Decode it
Subjective approval transfers completion control to the brand with no objective baseline. You can produce work that meets every specification you were given and still face rejection on subjective grounds. Where payment is gated on acceptance, payment certainty is materially affected. The clause is most exposing when paired with no defined response window (so the brand can delay acceptance indefinitely), no objective criteria, and unlimited revisions.
Fix it
Push for four protections: a "not to be unreasonably withheld" qualifier on approval (simplest single fix), objective acceptance criteria supplementing the subjective standard (specification document or brand style guide), a defined response window for brand feedback (5-10 business days), and a deemed-acceptance fall-back if the brand doesn't respond.

What it means

This contract makes acceptance of your deliverable subjective; the brand decides whether your work is "satisfactory" using their own judgement rather than objective criteria. Common phrasings include "to the Brand's satisfaction", "in the Brand's sole discretion", or "subject to Brand approval". The practical effect is that the brand controls completion, which typically gates payment.

Subjective approval transfers completion control to the brand with no objective baseline. You can produce work that meets every specification you were given and still face rejection on subjective grounds. Where payment is gated on acceptance, payment certainty is materially affected. The clause is most exposing when paired with no defined response window (so the brand can delay acceptance indefinitely), no objective criteria (so there is no compliance baseline), and unlimited revisions (so the creator must keep iterating).

What to check before you sign

  • ·Is the approval standard purely subjective, or supplemented by objective acceptance criteria?
  • ·Is there a "not to be unreasonably withheld" qualifier on approval?
  • ·Is there a defined response window for the brand to approve or reject?
  • ·Is there a deemed-acceptance fall-back if the brand doesn't respond?
  • ·Who within the brand has approval authority, named individual, role, or anyone?
  • ·What happens if the brand rejects, revisions required, fee forfeited, engagement terminated?

How to fix it

  • easy

    Add "not to be unreasonably withheld, delayed, or conditioned" as a qualifier on all approval rights. The simplest single fix and widely accepted.

  • moderate

    Define objective acceptance criteria in a schedule (specifications, delivery format, named requirements, brand style guide compliance) alongside the subjective standard.

  • easy

    Define a brand response window (typically 5-10 business days) for approval or rejection of each deliverable.

  • moderate

    Add a deemed-acceptance fall- back, deliverable deemed accepted if the brand does not respond with specific objections within the response window.

  • easy

    Identify a named individual or defined role as the approval authority, removing ambiguity about who within the brand can reject.

Negotiating it

A good opening

"Could we add "not to be unreasonably withheld" as a qualifier on approval, define a response window (say 7 business days), and include a deemed- acceptance fall-back if no response? "

When to walk away

Sole-and-absolute-discretion approval combined with no response window, no objective criteria, no reasonableness qualifier, and payment gated on acceptance is a strong walk-away signal. The structure creates indefinite payment uncertainty controlled entirely by brand discretion.

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Educational guidance, not legal advice. For high-value or complex deals, consult a qualified solicitor.