Here is a basic template for an influencer-brand agreement.
This is just to give you quick legal help, if you have questions, don't hesitate to contact us.
You can copy-paste the text following the web link, and fill in the parts in brackets and italic (not in bold, leave it as is) with the relevant information. You can use this document as a valid contract to protect and frame your rights when making deals with brands.
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INFLUENCER AGREEMENT
This Influencer Agreement (this “Agreement”) dated as of [Month, Day, Year] (the “Effective Date”) is between [Name of brand] (“Brand”) and [Name of influencer] (“Influencer”) in connection with [Name of the campaign/project] (the “Campaign”). Brand and Influencer may individually be referred to as a “Party” and collectively as the “Parties.” The Parties hereby agree as follows:
1. The Services. Influencer shall perform the services herein and create and deliver the deliverables (the “Deliverables”) set forth in Exhibit A, attached hereto and incorporated herein by this reference, (collectively, the “Services”).
2. Term. This Agreement commences on the Effective Date and continues for thirty (30) days (the “Term”), unless earlier terminated pursuant to the terms hereof.
3. Compensation. As full consideration for the Services and the grant of rights hereunder, Brand shall pay to Influencer Compensation ($[xx] USD) (the “Fee”). The Fee shall be payable to [Name of influencer or Name of management agency]. The Fee shall be paid within fifteen (15) calendar days of Influencer’s completion of the Services and receipt of invoice to Brand.
4. Ownership; Use. Influencer shall own all the content created under the Services, excluding any and all rights in the Brand IP (as defined below) incorporated therein. During the Term, Influencer hereby grants to Brand an irrevocable, royalty-free and worldwide right to use, reproduce, publish and display the Services, and Influencer’s name and likeness in connection with the Campaign organically on pre-approved Brand owned and controlled social media. If the Deliverables contain third party material, Influencer agrees that it has obtained all rights necessary to grant Brand the foregoing rights in and to the Deliverables.
For purposes of this Agreement, “Brand IP” means any materials that Brand provides to Influencer including, but not limited to trademarks, trade names, brand names, trade dress, artwork, creative elements, text and product information. Influencer acknowledges and agrees that use of Brand IP shall not create any right, title or interest in Influencer’s favor.
5. Termination.
a. Without Cause. Either Party may terminate this Agreement without cause with thirty (30) days written notice; provided, however, that if Brand has not yet paid to Influencer the Fee in full, it shall pay to Influencer the pro-rata amount of the Fee due for the Services rendered up until the date of such termination.
b. For Cause. Either Party may terminate this Agreement if the other Party materially breaches any of its obligations hereunder, provided that if such material breach is curable, the breaching Party will be given ten (10) days written notice within which to cure such breach.
6. Representations and Warranties. Both Parties represent and warrant that it has the right, power, and authority to enter into this Agreement and to fully perform all of its obligations hereunder. Influencer represents, warrants and covenants that it shall comply with all applicable federal, state and local laws, rules, regulations, and self-regulatory industry guidelines, including without limitation the FTC’s Guides Concerning the Use of Endorsements and Testimonials and the FTC’s Enforcement Policy on so-called “native advertising”, in performing the Services and Influencer’s other obligations under this Agreement.
7. Indemnification. Each of the Parties shall indemnify, defend and hold harmless the other Party and each of their respective affiliates, parents and subsidiaries and each of their respective officers, directors, representatives, agents and employees (the “Indemnified Parties”) harmless from and against any and all claims, losses, liabilities, damages, fines, penalties, expenses and costs (including reasonable
attorney’s fees and court costs) incurred by the Indemnified Parties arising out of or relating to the other Party’s breach of their respective obligations, representations or covenants set forth in this Agreement, or the other Party’s negligence or willful misconduct. Any settlement of any such claim shall include a full release for the Indemnified Parties. These indemnification obligations shall survive the expiration or earlier termination of this Agreement.
8. Confidentiality. Each Party will treat as confidential and proprietary any information belonging to the other Party. The Parties shall not disclose any such information (except to its authorized representatives who agree to be bound by confidentiality obligations consistent with this Section, as required by legal process, or to enforce such Party’s rights hereunder), and acknowledge that any breach of these confidentiality terms shall constitute a material breach of this Agreement.
9. Force Majeure. If, as a result of any acts of God, including fire, flood, earthquake, windstorm, epidemic, pandemic, public health crisis, disease, virus, sickness or outbreak or other similar or dissimilar natural disaster; act of any government or governmental authority; power failure, failure of telecommunications lines or failure or breakdown of plant, machinery or vehicles operated by a third party; strike or lockout; actual or threat of war, armed conflict, terrorist attacks, war (declared, undeclared or threatened), explosion, nuclear, or chemical or biological contamination; or a government imposed travel ban, restriction on movement or gatherings, or other government imposed mandate of any kind (each of the foregoing, a “Force Majeure Event”), (i) Influencer is prevented from performing the Services, in whole or in part, or (ii) the Services are rendered impossible, in whole or in part, the resulting non-performance shall not be deemed to be a breach or material breach of this Agreement the Parties shall have the right to, upon notice to the other Party, suspend performance under this Agreement. The Term hereunder shall be extended for a period equal to the length of any suspension. If a Force Majeure Event continues for a period of four (4) or more consecutive weeks, either Party shall have the right to terminate this Agreement upon written notice to the other. If, upon such termination, Brand has not yet paid to Influencer the Fee in full, it shall pay to Influencer the pro-rata amount of the Fee due for the Services rendered up until the date of such termination.
10. Governing Law; Jurisdiction. In the event of any dispute under this Agreement, the laws of the state of California shall govern the validity, performance, enforcement, interpretation and any other aspect of this Agreement, without regard to principles of conflicts of laws thereunder. The Parties agree to submit to the exclusive jurisdiction and venue of the federal and state courts of California for any action arising out of this Agreement and waive any right to object to such jurisdiction and venue.
11. Miscellaneous. In the event of a conflict between the terms of this Agreement and any Exhibit attached hereto, the terms of this Agreement will prevail, govern, and control. Influencer acknowledges that Influencer is an independent contractor and is not an employee of Brand. Neither Party may assign this Agreement, and neither Party may delegate to any other person or entity the performance of any of its obligations hereunder. If any provision hereof shall be adjudged by a court to be void or unenforceable, the same shall not affect any other provision hereof, or the validity or enforceability of this Agreement. The failure or delay of either Party to exercise any of the rights granted herein shall not constitute a continuing waiver or modification of this Agreement. This Agreement, including the Exhibits attached hereto and incorporated by reference herein, constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their agreement. This Agreement shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. Provisions which by their nature must remain in effect beyond the termination of this Agreement shall survive. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The signatures of the Parties may be delivered by facsimile or as an imaged document (e.g. PDF, TIFF, JPEG or other imaged format) and if so delivered, said executed documents are originals for all purposes.
IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have authorized the undersigned representatives to execute this Agreement as of the Effective Date.
Influencer signature:
__________________________________
Brand signature:
__________________________________
Signature
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EXHIBIT A
The Services
1. Description of Services: Influencer shall perform the following Services on [Month, Day, Year]:
[Description of posts, social media channels and accounts used, nature of content, context, number of publications, as well as dae and time of publishing]
o Influencer will [description of actions and goals of posts (engagement, etc.)]
▪ If talking points are not included in [posts], Brand will require additional makegood [posts].
o Influencer will use designated hashtag and handle tag in each [posts]
o Influencer must utilize FTC disclosures i.e. #ad
o [Posts] must remain live for one (1) year after [Month, Day, Year] .
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