Consider the following scenario. A Nigerian model, represented by a mother agency, participates in a campaign shoot for a major fashion brand. The shoot is properly contracted. The usage rights are specified. The fee is agreed and paid. The campaign runs for the agreed period and then, under the terms of the booking contract, the licence expires.

Six months later, the same brand begins using a version of the model in new digital content across its social media platforms. The model’s face, movement, and likeness are unmistakably present in this content. But the model did not participate in any new shoot. The agency was not consulted and received no fee. What the brand has done is use the original campaign photographs to train an artificial intelligence model capable of generating unlimited new content replicating the model’s appearance, and it has been doing so ever since the original licence expired.

The mother agency reviews its contract. The booking contract specifies usage rights for the original campaign. It says nothing about AI-generated derivatives. The mother agency agreement says nothing about digital likeness, AI-generated content, or the model’s right to control how their appearance is replicated in digital contexts. There is no provision to invoke, no consent mechanism to rely on, and no basis for a fee claim beyond whatever the original booking contract says about the expired licence.

This scenario is not hypothetical. Variants of it are occurring in fashion and advertising markets around the world. The technology exists, it is commercially available, and its use is accelerating faster than most contracts, including those drafted by experienced practitioners in more sophisticated legal markets, have been able to address. Nigerian mother agency contracts, which in most cases contain no digital rights provision of any kind, are entirely unprepared for it.

WHAT THE LAW CURRENTLY SAYS

The Nigerian Copyright Act 2022 introduced a performers’ rights framework that is directly relevant to models. A model whose image is used in a campaign is a performer within the meaning of the Act, and has certain rights in relation to the recording and broadcast of their performance. These rights include the right to authorise or prohibit the fixation of their performance, the reproduction of that fixation, and the broadcasting of their performance.

However, the Copyright Act 2022 does not specifically address AI-generated content, digital replicas, deepfakes, or the commercial exploitation of a performer’s digital likeness through machine learning. The Act was drafted and passed before AI-generated content in the fashion and advertising sector had become a mainstream commercial practice, and its performers’ rights provisions, while useful, do not map cleanly onto the specific problem of a brand using approved photographs to train an AI model and then generating unlimited new content without further consent or payment.

This gap in the statutory framework means that the contract is currently the only instrument through which a model and the representing agency can establish meaningful control over AI-generated uses of the model’s likeness. If the contract is silent, there is no control. If the contract addresses the issue properly, there is.

WHAT A DIGITAL RIGHTS CLAUSE MUST ADDRESS

Definitions

The clause should begin with clear definitions of the key concepts. AI-Generated Content should be defined to capture any image, video, audio, or other media that replicates or simulates the model’s likeness, voice, or identity using artificial intelligence, machine learning, deepfake technology, or any analogous technology, whether or not the model participated in the original capture. Digital Likeness should be defined to capture any digital, electronic, or AI-generated reproduction, simulation, or representation of the model’s physical appearance, voice, movement, or identity.

These definitions matter because the technology and its commercial applications are evolving rapidly. A definition that is broad enough to capture the principle, replication of the model’s likeness through technology, rather than narrow enough to be rendered obsolete by the next generation of the technology, provides durable protection.

The Consent Requirement

The core of the digital rights clause is the consent requirement. The model’s Digital Likeness may not be used to generate AI-Generated Content without the model’s express prior written consent in each instance. The clause should specify what that consent must address: the purpose and nature of the AI-generated use, the platform or medium on which it will appear, the duration of the permitted use, and the agreed compensation, if any.

The per-instance requirement is significant. A blanket consent given at the beginning of a booking relationship is inadequate because it cannot anticipate the specific uses to which AI-generated content will be put. Each new use requires fresh, specific consent. This is not administratively burdensome in practice. It is simply the requirement that the model knows what their image is being used for before they agree to it, which is a basic principle of informed consent that extends naturally to AI-generated contexts.

Each new use of a model’s digital likeness requires fresh, specific consent. Blanket consent given at the start of a booking relationship is not enough.

The Agency’s Obligation

The clause should impose an express obligation on the agency as well as the model. The agency should not license, assign, or otherwise authorise the creation or exploitation of AI-Generated Content replicating the model’s Digital Likeness to any client or third party without first obtaining the required per-instance consent. This provision is important because it creates accountability at the agency level, not just at the client level. An agency that licenses a model’s image to a client without ensuring adequate contractual restrictions on AI use cannot later claim that what the client did with that image was nothing to do with the agency.

Consequences of Breach

The clause should specify the consequence of breach. Where the agency fails to obtain the required consent before authorising AI-generated use of the model’s likeness, the model should be entitled to terminate the agreement immediately and to claim damages. This creates a meaningful incentive for the agency to take the consent requirement seriously when dealing with clients who may prefer to contract for digital likeness rights without flagging the AI-generated content implications. A clause without a consequence is not a deterrent.

THE SOCIAL MEDIA DIMENSION

Alongside the AI-generated content problem, the digital rights clause should address the model’s social media conduct and online presence. This is not primarily about restricting the model’s freedom of expression. It is about managing the commercial conflicts that arise when a model’s social media activity intersects with their booking obligations.

A model who promotes a competing brand on their personal social media account during the exclusivity period of a booking contract creates a breach that the agency must manage. A model who posts behind-the-scenes content from a shoot before the client’s official campaign launch may have violated the client’s embargo and created a liability for the agency. A model who makes public comments about a client, a booking, or an industry figure in a manner that damages the agency’s commercial relationships creates a reputational problem that the agency has no contractual basis to address if the agreement is silent on social media conduct.

A well-drafted social media provision in the model agreement, supplemented by a set of social media guidelines incorporated by reference, establishes the standards the model is expected to maintain online, creates a contractual basis for the agency to act where those standards are breached, and addresses the disclosure requirements for paid promotions and brand partnerships in accordance with the Nigerian Code of Advertising Practice.

IMAGE RIGHTS AFTER TERMINATION

The image rights clause in most Nigerian mother agency contracts provides that the model grants the agency a licence to use their images during the term of the agreement and that this licence survives termination for archival and promotional purposes. This is standard and reasonable as far as it goes. What it does not address is the period after termination where campaigns created during the term continue to generate income, where the agency’s promotional materials continue to feature the model’s image, and where the question of what the agency is and is not permitted to do with the model’s likeness after the relationship has ended is practically important.

A properly drafted image rights clause should specify that the licence to use the model’s images for external promotional, commercial, or marketing purposes ceases upon termination, that the agency may retain images for internal archival purposes only, and that any continued external use after termination requires the model’s prior written consent. It should also address the treatment of client-commissioned content, confirming that the intellectual property rights in such content vest in the client or as otherwise agreed in the applicable booking contract, and that the model retains any moral rights available to them under applicable law.

CONCLUSION

Digital rights are not a niche concern for the technologically sophisticated. They are a mainstream commercial issue for every modelling agency that places models with brands and clients who use digital content in their marketing. The question is not whether AI-generated content and digital likeness exploitation will become a significant issue in the Nigerian modelling industry. It already has in more developed markets and its arrival in Nigeria is a matter of when, not if.

A contract that addresses these issues properly, with clear definitions, a per-instance consent requirement, express agency obligations, and meaningful consequences for breach, gives the agency and the model control over what is done with the model’s likeness. A contract that is silent on these issues gives that control to whoever has the technology and the commercial incentive to use it. In the current environment, that is most likely to be the client.

How Cardinal Counsel Can Help

At Cardinal Counsel, we specialise in fashion and modelling law. Whether you are a brand, an agency, or a model, we understand the industry you operate in and the legal issues that arise within it.

We advise on booking disputes, contract drafting and review, intellectual property protection, image rights, regulatory compliance, and dispute resolution. If something has gone wrong with a booking, an agreement, or a professional relationship, we can help you understand your position and your options.

Contact us today for a consultation.

Email: info@cardinalcounsel.co
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