NIL Platforms Are Not Your Lawyer

The growth of name, image, and likeness opportunities has created an increasingly sophisticated marketplace around student-athletes. Athletes can now use online platforms to connect with brands, receive campaign offers, sign agreements, submit content, track payments, and satisfy certain reporting requirements.

Those tools can make NIL transactions faster and more accessible. They do not necessarily make the agreements fair, appropriate, or low-risk.

Some NIL platforms expressly state in their publicly available terms that they are not acting as a law firm, are not providing legal advice, and do not guarantee the enforceability of agreements created or completed through their services. Platform terms may also contain separate provisions governing the athlete’s account, content, data, dispute rights, and use of the athlete’s name and likeness.

A platform may facilitate the transaction, but it generally does not represent the athlete’s individual interests.

The school’s compliance office plays a different role as well. It can help evaluate eligibility and reporting requirements, but institutional compliance review is not necessarily a substitute for independent advice concerning compensation, intellectual property rights, exclusivity, liability, termination, or enforcement.

Before clicking “accept,” athletes and parents should independently review at least the following seven areas.

Download K Altman Law’s 14-Point NIL Contract Review Checklist NIL 14-Point NIL Contract Review Checklist to help identify common contractual issues before accepting an NIL opportunity.

1. Who Are the Parties and What Is the Platform’s Role?

The first question is deceptively simple: Who is legally responsible for the deal?

An NIL transaction may involve several different entities:

  • The student-athlete
  • A brand or local business
  • A collective
  • A marketing agency
  • The NIL platform
  • A payment processor
  • A content or merchandise licensee
  • The athlete’s school or an affiliated entity

The company displayed most prominently in the app may not be the company responsible for paying the athlete. The platform may be acting only as a marketplace or technology provider, while the actual contract exists between the athlete and a third-party sponsor.

Athletes should determine:

  • Which entity is obligated to pay?
  • Is the platform a party to the campaign agreement?
  • Is the brand responsible for approving the work?
  • Can the platform modify or cancel the opportunity?
  • Who handles nonpayment or a dispute?
  • Does anyone have authority to negotiate on the athlete’s behalf?
  • Is the athlete also accepting separate platform terms of use?

For athletes who are minors, the agreement should also identify who must sign and whether a parent or guardian is merely consenting or is accepting separate financial, indemnification, or guaranty obligations. The enforceability and approval requirements for contracts involving minors can vary significantly by state.

RED FLAG: The agreement repeatedly refers to the “Company,” “Sponsor,” “Agency,” or “Platform” without clearly identifying which entity has each obligation.

2. How Broad Is the License to the Athlete’s NIL and Content?

An NIL agreement is fundamentally a license. The athlete is authorizing another party to use some combination of the athlete’s:

  • Name
  • Photograph and appearance
  • Voice
  • Signature
  • Jersey number
  • Social media handle
  • Biographical information
  • Personal story
  • Video, photographs, captions, or other content

The key issue is not simply whether the brand can use the athlete’s NIL. It is how, where, for how long, and for what purpose.

The contract should specify:

  • The particular campaign or product
  • The media in which the NIL may appear
  • The geographic territory
  • Whether the brand may use paid advertising
  • Whether the content can be edited or combined with other material
  • Whether the rights can be transferred or sublicensed
  • Whether the brand can create derivative works
  • Whether the content can remain online after the campaign ends
  • Whether the athlete has approval rights over final uses

Publicly available NIL platform terms demonstrate why athletes should not assume usage rights are narrow. Some terms provide for worldwide, royalty-free, sublicensable, transferable, or perpetual rights to display an athlete’s identity or user content.

Athletes should also look for language authorizing the use of their face, voice, content, or personal data in connection with artificial intelligence, synthetic media, digital replicas, voice cloning, model training, or future technologies. A traditional social media campaign should not quietly become authorization to create an enduring digital version of the athlete.

RED FLAG: Terms such as “perpetual,” “irrevocable,” “in all media now known or later developed,” or “for any purpose” without corresponding limitations or additional compensation.

3. Does the Agreement Restrict Other Opportunities?

Exclusivity provisions can substantially reduce the value of an athlete’s future NIL rights.

A brand may reasonably request that an athlete not promote a direct competitor during a defined campaign. Problems arise when the definition of a competitor is vague or the restricted category is unnecessarily broad.

For example, an agreement with one sports drink company could attempt to prohibit relationships with:

  • All beverage companies
  • Nutrition products
  • Restaurants
  • Fitness brands
  • Retailers that sell competing beverages
  • Companies affiliated with a broadly defined corporate parent

Athletes should identify:

  • The exact product or service category covered
  • The companies considered competitors
  • How long the restriction lasts
  • Whether it applies only during the campaign
  • Whether it covers previously existing relationships
  • Whether it conflicts with school, conference, team, collective, or revenue-sharing arrangements
  • Whether the compensation reasonably reflects the opportunities being surrendered

The agreement should also address conflicts caused by team sponsorships and the use of institutional trademarks. An athlete’s personal NIL rights do not automatically include unrestricted authority to use a school’s name, logo, uniform, facilities, game footage, or other protected assets.

RED FLAG: A low-value or one-time campaign imposes category-wide exclusivity for an entire season or academic year.

4. What Must the Athlete Actually Do?

Compensation should be tied to clearly defined deliverables.

The contract should specify the number and type of required activities, such as:

  • Social media posts
  • Videos or livestreams
  • Personal appearances
  • Autograph sessions
  • Camps or clinics
  • Product photography
  • Merchandise promotions
  • Interviews
  • Community or charitable events

Each deliverable should identify the required platform, format, deadline, duration, approval process, revision limits, disclosure language, and responsibility for travel or production costs.

This is especially important under the current Division I NIL framework. Third-party deals should have a valid business purpose, defined NIL-related activity, and compensation reasonably related to comparable transactions. Agreements that provide payment without meaningful promotional activity, or that are effectively tied to athletic participation or attendance at a particular institution, may raise compliance concerns.

Athletes should also understand endorsement obligations. The Federal Trade Commission requires material relationships between endorsers and brands to be disclosed clearly, and endorsements must be truthful and not misleading.

The agreement should answer:

  • Who provides the required disclosure language?
  • Can the brand demand unlimited revisions?
  • What happens if the athlete is injured, traveling, academically unavailable, or participating in team activities?
  • Can the athlete reject misleading or personally objectionable content?
  • Is there a reasonable opportunity to cure a missed deliverable before compensation is forfeited?
  • Does the brand have the right to use the athlete’s content even if it rejects the deliverable?

RED FLAG: The sponsor has unlimited approval and revision rights, while the athlete faces immediate repayment or termination for any delay.

5. How Is the Athlete Paid and What Is Deducted?

The headline amount may not be the amount the athlete receives.

The agreement should state:

  • Whether compensation is guaranteed or contingent
  • The payment schedule
  • Whether payment occurs before or after performance
  • The conditions for approval
  • Platform, agency, processing, or administrative fees
  • Reimbursable expenses
  • Chargeback rights
  • Refund or repayment obligations
  • Whether merchandise, products, meals, travel, or other benefits are part of the compensation
  • Who issues the applicable tax forms

Athletes should be cautious about provisions permitting broad deductions or allowing compensation to be withheld until the sponsor, agency, and platform are all satisfied, even when the athlete has substantially completed the required work.

NIL compensation can also create federal, state, and local tax obligations. The IRS has specifically advised that NIL income is taxable and that noncash compensation, including apparel, vehicles, vouchers, and other products or benefits, may need to be reported at fair market value. Depending on how the relationship is classified, taxes may not be withheld automatically.

Athletes should consider whether they need to reserve part of each payment for taxes and whether the deal creates filing obligations in more than one state.

RED FLAG: The agreement advertises a gross campaign value but does not clearly disclose fees, deductions, payment conditions, or the value assigned to noncash compensation.

6. When Does the Agreement End and What Survives?

Every agreement should have a defined beginning and end.

Athletes should review:

  • The initial term
  • Automatic renewal provisions
  • Notice deadlines for nonrenewal
  • Termination rights
  • The effect of injury, transfer, suspension, loss of eligibility, graduation, or leaving the team
  • Whether the athlete must repay compensation
  • What happens to content after termination
  • Which provisions survive indefinitely

A campaign may last 30 days while the license to use the athlete’s NIL lasts several years, or forever. The agreement may also renew automatically unless the athlete provides notice during a narrow cancellation window.

Termination rights should be reasonably balanced. A brand may need protection if an athlete fails to perform or engages in serious misconduct. The athlete should likewise have remedies for nonpayment, deceptive advertising, misuse of content, reputational harm, or demands that conflict with school or governing-body requirements.

Morals clauses deserve particular attention. These provisions should use objective standards where possible, provide notice, and distinguish between substantiated conduct and an allegation, controversy, or social media reaction.

RED FLAG: The sponsor can terminate immediately based on its subjective belief that the athlete has attracted negative attention, while retaining all content and recovering previously paid compensation.

7. Who Bears the Risk if Something Goes Wrong?

The final group of provisions often appears near the end of the agreement, but it can create some of the largest risks.

Athletes should carefully review:

  • Representations and warranties
  • Indemnification obligations
  • Limitations of liability
  • Arbitration provisions
  • Class action waivers
  • Choice of law
  • Required location of a dispute
  • Attorneys’ fee provisions
  • Confidentiality requirements
  • Data collection and account control provisions

An indemnification clause may require the athlete, and potentially a signing parent, to pay the company’s legal expenses or losses arising from a broad range of claims. That obligation should not extend to problems caused by the sponsor’s product, advertising claims, editing decisions, platform security, or unauthorized use of the athlete’s NIL.

Mandatory arbitration can also affect how disputes are resolved, whether they can be handled collectively, and the cost and location of the proceeding. Athletes should understand those consequences before agreeing.

Platform agreements deserve their own review. Even when an individual campaign is acceptable, the platform’s terms may separately govern account suspension, content licenses, data use, dispute resolution, and limitations on the platform’s liability.

RED FLAG: The athlete provides broad warranties and unlimited indemnification while the brand and platform disclaim nearly all responsibility.

Compliance Review Is Necessary but It Is Not the Same as Contract Review

For Division I athletes, third-party NIL agreements with a total value of $600 or more generally must be reported through NIL Go within five business days. The review considers whether the agreement has a valid business purpose and whether compensation falls within a reasonable range.

That process is important, but it does not necessarily answer questions such as:

  • Is the compensation commercially fair?
  • Is the exclusivity too broad?
  • Can the brand use the athlete’s image after graduation?
  • Can the athlete terminate for nonpayment?
  • Is a parent accepting personal liability?
  • Can the athlete’s voice or image be digitally replicated?
  • Is arbitration required in another state?
  • Does the athlete have meaningful remedies for misuse?

Similarly, school compliance personnel can help athletes understand institutional and eligibility requirements. Their role is not necessarily to negotiate the athlete’s individual contract or protect the athlete in a future dispute with a platform, sponsor, collective, agency, or commercial partner.

A Practical Pre-Signing Checklist

  1. Who is legally responsible for paying the athlete?
  2. What specific services or content must the athlete provide?
  3. What fees and deductions will reduce the athlete’s payment?
  4. Exactly how may the athlete’s NIL and content be used?
  5. When do those usage rights expire?
  6. Is the athlete restricted from working with other brands?
  7. Can the athlete approve edits, advertising claims, and final content?
  8. What happens after an injury, transfer, suspension, or loss of eligibility?
  9. Can either party terminate, and are payments subject to repayment?
  10. Who is liable if a product claim, advertisement, or edited post creates a legal problem?
  11. Does the agreement permit AI training, voice cloning, digital replicas, or synthetic content?
  12. Where and how must disputes be resolved?
  13. Have applicable school, conference, state, and governing body requirements been addressed?
  14. Has the athlete received independent legal and tax advice where appropriate?

The Bottom Line

NIL platforms have made commercial opportunities more accessible to student-athletes. That accessibility should not be confused with representation.

A platform may connect the parties. A compliance system may determine whether a transaction satisfies particular reporting or eligibility standards. A school may provide educational resources. None of those functions necessarily protects the athlete’s individual contractual, financial, intellectual property, or litigation interests.

The larger the opportunity, or the broader the requested rights, the more important independent review becomes.

A few minutes spent understanding the agreement before signing can help prevent years of lost opportunities, unwanted content use, payment disputes, eligibility complications, and avoidable legal exposure.

Important Notice

This article provides general educational information and is not legal or tax advice. NIL requirements vary by state, institution, athletic association, division, conference, and individual circumstances. Reading this article does not create an attorney-client relationship.

Selected Sources and Further Reading