Introduction
Celebrity endorsement can be a match made in branding heaven – until a scandal happens. In the era of social media, where a star’s slipups can go viral within minutes, brands have sought recourse in morality clauses. These clauses allow companies to sever ties when a celeb’s personal conduct clashes with the brand’s image. In this blog, the author explores what morality clauses are, why they exist in endorsement contracts, how enforceable they really are, and what happens when things go wrong. It examines real-life examples such as Akshay Kumar’s Vimal ad, Johnny Depp’s endorsements and Will Smith’s Oscar slap fallout to see how the moral clauses play out. The blog further sees whether celebrities can fight this in courts and the IP twists in situation where a brand continues using star’s likeness.
What are Morality Clauses and Why do Brands Use Them?
A morality clause (or “morals clause”) is a provision in an entertainment or endorsement contracts that gives the employer company the right to unilaterally terminate or penalize the employee (in this case a celebrity) if their off-screen behaviour is deemed reprehensible and likely to damage their repute (and the brand’s image by association).[1] These have overtime become standard clauses in agreement with actors, athletes, influencers and other public figures. Morals clause have a long history, with Hollywood studios adopting them in 1920s after the seminal case of Roscoe Fatty Arbuckle, who signed a three years and three-million-dollars contract with a film studio. A comedian whose murder charges alarmed the industry and led movie studios across to insert a broad “protective clause” in all talent contracts[2] (Note that he was ultimately acquitted at trial). Ever since, entertainment companies have relied on morality clauses to guard against the risk of an endorser’s private misdeeds affecting their image.
Brands often insist on these clauses because a celebrity is not just a face, but a persona that the public associates with the product. These companies often spend huge sums to link their brand with the star’s image. If that star’s personal conduct suddenly clashes with what the brand stands for or is immoral, it becomes essential that the company has a way out and can disassociate itself from the endorser. Essentially, morality clauses are a damage control tool, a “just-in-case” caveat, which also serve as a warning to the celebrities. Knowing that a lucrative deal could evaporate overnight if they behave questionably can pressure celebrities to uphold a certain standard of conduct. Of course, what counts as “bad” behaviour is where things get tricky.
Defining Moral Turpitude and Challenges in Enforceability
Several contract uses terms like “‘moral turpitude’, ‘scandalous behaviour’, ‘offending public morals’ or ‘public disrepute’” to describe prohibited conduct. These phrases are deliberately broad and vague, which gives flexibility to brands, but also raises questions like – what exactly is “moral turpitude?” Who decides what counts as a scandalous or immoral? – it’s a classic grey area. Black’s Law Dictionary defines “moral turpitude” as a conduct that is vile, depraved or contrary to accepted societal standards.[3] In endorsement contracts however, it can be highly subjective. From getting charged with a serious crime to making an offensive comment in public could arguably qualify, depending on how the clause is drafted and interpreted. This ambiguity can lead to disputes.
Enforceability of moral clauses mainly revolves around contract law principles. In India, like many jurisdictions, there is no specific statute defining a moral clause. They are governed by contract law i.e. if both parties agree to it and it’s not against public policy, it is a valid contract. A narrowly-worded clause might only allow termination on ground of conviction, while a broadly-worded clause might allow action for anything that in the company’s opinion causes public disrepute. An instance is that of NBA star Chris Webber’s case against FILA. His endorsement contract allowed termination on ground of conviction only. However, when Webber was arrested for marijuana possession, FILA still fired him. He sued for wrongful termination and won as no conviction had occurred.[4] This case highlights why clarity matters: had the clause included “arrest” or “drug-related conduct”, the outcome might have differed. Since then brands have become more meticulous and expansive in wording these clauses. From the celebrity’s perspective, contract negotiation plays an important role, those with major bargaining power insist to have narrow clauses. One attorney noted that a top-tier athlete like Tiger Woods, at the peak of his career, likely had a very “forgiving” morality clause, perhaps which could be triggered only by a felony conviction; whereas a minor league star would be likely to be stuck with a broad clause about any conduct offending societal norms.[5] In short, morality clauses can be enforceable however, what behaviour falls within its net is debatable.
When Off-Screen Drama Triggers the Clause: Real-World Examples
Morality clause have come into spotlight due to several high-profile incidents. Let’s look at few notable examples from India and abroad where celebrities faced fallout in their careers due to off-screen controversies – exactly the situations these clauses contemplate.
- Will Smith’s Oscars Slap Fallout: The world watched in shock in March 2022 when actor Will Smith slapped comedian Chris Rock at the Oscars stage, a moment that went viral instantly. Though not a crime, the incident had swift repercussions on Smith’s career and the aftermath included Netflix and Sony pausing major projects.[6] Smith also resigned from the Academy and was banned from the Oscars for 10 years. In terms of endorsements, his once wholesome image took a hit, and reportedly “vanished” as brands re-evaluated their association with him.[7] In a social media age, what Smith called a “shocking, painful, and inexcusable” moment turned into immediate damage to his repute – the kind of scenario where a morality clause would give a company the right to cut ties with the actor.[8]
- Akshay Kumar and the Pan Masala Backlash: In 2022, Bollywood actor Akshay Kumar surprised fans by appearing in an ad for Vimal Elaichi, a brand often associated with tobacco-based pan masala. The health-conscious actor faced criticism for promoting a harmful product which is heavily contrary to his image. The backlash was so intense that the actor publicly apologized at midnight, announced that he would “step back” as brand ambassador, and pledged to donate his endorsement fee to a worthy cause.[9] In effect, Kumar pre-emptively exited the endorsement. While this was seen as his personal decision, it’s a real example of how public moral outrage can immediately end an endorsement deal. Whether a formal morality clause was invoked or not, the spirit of it was clear i.e. the association essentially became damaging, so it was terminated.
- Johnny Depp – Dropped by Some, Backed by Dior: Few cases show the two sides of morality clauses as starkly as Johnny Depp’s. The acclaimed actor saw his career upended by domestic abuse allegations made by his ex-wife, Amber Heard. For some companies, association with Depp became too risky. Warner Bros removed him from the Fantastic Beasts film franchise (asking him to resign from his role), and Disney reportedly shelved any future Pirates of the Caribbean installments. These moves were essentially brands invoking morals clause, by distancing from an actor who was accused of serious wrongdoing. Notably, Depp was never criminally charged; however, the allegations and ensuing bad press were enough.
Yet in stark contrast, French luxury-house Dior stood by him, retaining him as the face of Sauvage fragrance throughout the controversy. This loyalty sparked both debates as well as a sales surge. After Depp won his 2023 defamation lawsuit, Dior renewed his contract in a massive deal.[10] Depp himself expressed that he is “forever in debt to Dior” for not rushing to judgment.[11] This contrasting approach i.e. some companies enforcing morals clauses versus another effectively operating a “forgiveness clause”, shows that there’s no one-size-fits-all. It depends not only on the brand’s values, but also on the public sentiments, and even the brand’s market strategy. It also raises an interesting point of how if a celebrity weathers the storm and clears their name, a brand that dropped them would lose out on a potentially lucrative partnership revival.
These examples illustrate how morality clauses play beyond theory. The threshold of varies from public outrage to allegations of misconduct. For brands, it is about damage control; for celebrities, it is a reminder that in the era of an always-online world, private mistakes can become very costly.
Can Celebrities Fight Back?
When a celebrity is axed from a deal due to a morality clause, do they have any recourse? After all, the contract gave the company the right to terminate? If a company terminates an endorsement invoking a morals clause when the conditions are not actually met, that essentially amounts to breach of contract. A telling example is the Webber-FILA case, where the clause did not cover arrests. If a company oversteps, the star can claim damages for lost income and possibly reputational harm.
Another angle is if the clause itself is too vague or broad, a celebrity might argue its enforceability. In India, there haven’t been many public courtroom disputes over morality clause in endorsement (as of March 2025). Under Indian Contract Act, a clause that is uncertain or against public policy can be struck down. Generally, the courts respect the freedom of contract between parties, an unfettered discretionary clause might be frowned upon as unconscionable. If such a case arose, an Indian Court are likely to interpret the clause’s reasonableness. The law upholds contracts that restrain trade or employment to a limited extent if they are reasonable. A morality clause could be seen as a conditional restraint, and courts are likely to enforce it as long as it is reasonable. Thus, in practice most clauses outline the categories of bad conduct, like criminal act, indecent conduct, hate speech, which provides some objective standards.
Interestingly, some celebrities have turned tables with “reverse-morality clause”. A reverse-morality clause allows a celebrity to terminate the relationship if it falls into disrepute, for example, a fraud or scandal. This addresses the imbalance of why only the celebrity’s behaviour count? What if a brand behaviour (say, corporate scam, unethical practices etc.) harms a celebrity’s image by association? A notable instance was actress Priyanka Chopra inserting a clause to terminate her contract with jeweller Nirav Modi, if his company faced trouble, and indeed when the fraud scandal broke in 2018, she swiftly ended that endorsement.[12] Such clauses are not yet common since mostly top talent can negotiate them, but they demonstrate that reputation is a two-way street.
Post Termination IP Fallout
Beyond the termination, the endorsement deal raises important IP questions. The core of an endorsement is the license to use celebrity’s identity – the name, image, voice, likeness etc. When a contract ends, the company must halt use of celebrity’s likeness with its product or services. If a brand continues using the star’s images, it could give rise to a claim for misappropriation of personality – an IP infringement. While India doesn’t have a statute on personality rights, the courts have recognized a celebrity’s right to control the commercial use of their identity (often framed under privacy, publicity or trademark law). If a brand continued using a star’s image after termination, the celebrity could claim misappropriation or passing off, arguing that consumers are misled into thinking the endorsement is still active. The continued use could also cause brand dilution in a sense that if the association had turned negative, showing the star’s image might further confuse consumers.
There is also the issue of brand and trademark implications. If a celebrity’s name or catchphrase is tied to a product like (imagine a “Celebrity XYZ edition” of a product) and then they are dropped, the company may need to discontinue or rebrand the product to avoid infringing their IP rights. Conversely, if a celebrity had created some IP for the campaign (say, co-designing a product), ownership of that would have to be sorted as per the contract’s terms.
In summary, once the morality clause is invoked and the endorsement ends, it triggers an IP “divorce”. The brand loses the privilege of using the star’s likeness, and both sides have to be careful not to step on each other’s intellectual property. A well-drafted contract will have clauses with such foresight as to what must be taken down, what happens to unsold merch with their image, etc.
Concluding Remarks
Morality clauses underscores an old truth: with fame comes responsibility. Celebrities are expected to uphold a standard because their actions impact not just themselves, but all the brands and projects tied to them. Brands have a right to protect their hard-earned goodwill, yet celebrities also deserve understanding as humans are prone to mistakes and misjudgment. The best outcome is when contracts are carefully drafted and negotiated to protect against truly bad behaviour without micromanaging personal lives or succumbing to every flash of controversy. In an age of rapid judgment, taking a measured approach is in everyone’s interest.
[1] Nandika Seth, Watch Your Steps: Role of Morality Clauses in Talent and Endorsement Agreements, 5 Int’l J.L. Mgmt. & Human. 1744 (2022), https://www.ijlmh.com/wp-content/uploads/Watch-your-Steps-Role-of-Morality-Clauses-in-Talent-and-Endorsement-Agreements.pdf.
[2] Dina Epstein, Morals Clauses: Past, Present and Future, 5 N.Y.U. J. Intell. Prop. & Ent. L. 72 (2015), https://jipel.law.nyu.edu/wp-content/uploads/2016/02/NYU_JIPEL_Vol-5-No-1_3_Epstein_MoralsClauses.pdf.
[3] State Bank of India & Ors v. P. Soupramaniane, Civil Appeal No. 7011 of 2009 (April 26, 2019)
[4] Ashima Obhan & Nishtha Jaisingh, The Pre-eminence of Morality Clauses in Endorsement Contracts, Mondaq (Oct. 14, 2019), https://www.mondaq.com/india/contracts-and-commercial-law/853186/the-pre-eminence-of-morality-clauses-in-endorsement-contracts.
[5] Will “Morals” Clauses Impact Tiger’s Endorsements?, Business Insider (Dec. 8, 2009), https://www.businessinsider.com/will-morals-clauses-impact-tigers-endorsements-2009-12.
[6] Justin Kirkland, Will Smith’s Oscar Slap Is Derailing Several of His Movie Productions, Esquire (Apr. 4, 2022), https://www.esquire.com/entertainment/movies/a39626836/will-smith-oscar-slap-movies-stalling/
[7] How Much Did Will Smith’s Infamous ‘Oscars Slap’ Cost Him? $1 Billion and a Marriage on the Brink, The Economic Times (Feb. 2, 2025), https://economictimes.indiatimes.com/magazines/panache/how-much-did-will-smiths-infamous-oscars-slap-cost-him-1-billion-and-a-marriage-on-the-brink/articleshow/117891688.cms
[8] Kirkland, supra note 6.
[9] Akshay Kumar Quits as Vimal Elaichi Ambassador After Backlash; Apologises to Fans, Business Today (Apr. 21, 2022), https://www.businesstoday.in/latest/trends/story/akshay-kumar-quits-as-vimal-elaichi-ambassador-after-backlash-apologises-to-fans-330618-2022-04-21.
[10] Dior’s Ingenious Marketing Strategy: Sticking with Johnny Depp through Thick & Thin, Project Casting (Aug. 6, 2024), https://projectcasting.com/blog/casting-calls-acting-auditions/diors-ingenious-marketing-strategy-sticking-with-johnny-depp-through-thick-thin
[11] Kwan Wei Kevin Tan, Johnny Depp Says He’s Forever Indebted to Dior for Sticking With Him, Business Insider (Sept. 14, 2023), https://www.businessinsider.com/johnny-depp-forever-indebted-to-dior-for-sticking-with-him-2023-9
[12] Obhan & Jaisingh, supra note 4.
Authored by: Ms. Arshiya Chauhan
WIPO- LL.M. Candidate, NLU Delhi
Leave a Reply