Morals Clauses - What You Need To Know

Morals Clauses – What You Need To Know

Morals Clauses – What You Need To Know

Updated: October 13, 2021

What is a morals clause?

morals clause generally grants employers the exclusive right to end a contract in the event an employee engages in behavior that may be harmful to the company’s image.  Morals clauses are commonly found in employment agreements between companies and high level executives or throughout the entertainment industry in many different contexts (for example, contracts between advertisers, television networks, motion picture studios or endorsees and talent).  Specifically in the entertainment industry, companies spend millions of dollars to have celebrities represent and promote their brand.  A morals clause serves as a way to protect a company’s investment by (1) deterring talent from engaging in bad behavior, and (2) allowing companies to separate themselves from talent who has engaged in bad behavior as quickly as possible (and sometimes allowing for return of their investment).

Are morals clauses enforceable? 

Generally, yes.  With today’s viral news culture, morals clauses have been enforced against many high-profile personalities.  For example, when news of Josh Duggar’s criminal sexual past came to light in May 2015, TLC suspended, and eventually cancelled, its highest rated show “19 Kids and Counting.”  The network even released a statement that it plans to work with victims’ rights organizations to raise awareness for child sexual abuse.  Similarly, athlete Adrian Peterson has been fighting his way back into the NFL ever since the league issued an indefinite suspension in November.  The once heralded running back on the Minnesota Vikings entered a plea of no contest for misdemeanor reckless assault for allegedly hitting his young son with a tree branch.  Not only was Peterson released from the Vikings, but Wheaties, a former sponsor, removed all content related to Peterson from its website. 

Other examples include the cancellation of Paula Deen’s cooking show after she made derogatory remarks regarding African Americans, and the Livestrong Foundation severing ties with founder Lance Armstrong after his use of performance enhancing drugs was discovered.  These public instances of enforcement highlight both the severity of the consequences for talent, as well as the importance of having a morality clause from a company’s perspective.  Where individuals have the potential to impact a company’s reputation and revenue stream, a company will seek protection against the impact of that person’s poor behavior.

What should Talent know about morals clauses?

What a company considers immoral may vary on a case-by-case basis.  Generally, prohibited behavior can include child labor, forced labor, worker discrimination, harassment or abuse, violation of wage, benefit and overtime laws, or any action that may threaten to injure the image or reputation of the hiring company, its trademarks or products.

Companies often favor morals clauses that cover broad, general behavior, making it easier for the company to split from talent it no longer desires to be connected to and potentially allowing talent to be on the hook for seemingly small indiscretions.  For example, the NFL takes this approach in its standard player contract, which allows for termination if a player engages in conduct that the player’s team may reasonably interpret as adversely affecting or reflecting poorly on the team itself.

What should Talent do?

When presented with a morality clause, Talent should:

  1. Narrow the scope: As mentioned, the company will most likely include broad, wide-sweeping language to maintain flexibility in their favor. Depending on the individual’s bargaining power, talent should negotiate for more specific language, so it is clear what behavior may trigger the company’s right to end the contract.
  2. Require Proof: Generally, both parties stand to lose a great deal (financially and otherwise) in transactions where companies require a morality clause. Talent should demand that the right to end the contract only be triggered by conduct with factual support, and should push to exclude triggering the termination right in instances of unsupported claims, false arrests, and wrongful accusations.
  3. Seek mutuality: It is important to remember that Talent has a brand to protect, too. In an ideal world, talent should be able to protect his or her brand from corporate conduct that threatens to injure his or her image or reputation, with a clear and one-sided right to end the agreement without fear of a revengeful lawsuit.
  4. Push for neutral third-party review: A company will most likely grant itself the exclusive right to determine whether talent’s particular conduct violates the morality clause and triggers the termination right, leaving talent at a significant disadvantage. Having a neutral third party review the facts, whether through arbitration or otherwise, will at the very least give talent an objective and fair resolution to the dispute at issue.

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This Blog is made available by Romano Law PLLC for general informational and educational purposes only, not to provide specific legal advice. By using this Blog you understand that there is no attorney client relationship between you and Romano Law PLLC or any individual contributor. You should consult a licensed professional attorney for individual advice regarding your own situation.

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