Brand Ambassador Agreement
This brand ambassador agreement (the “Agreement”) is made and entered into as of (the “Effective Date”), by and between , (“Company”), and the undersigned (“Influencer”).
The Company manufactures, markets, and sells various consumer products that can be white-labeled under the Influencer’s brand (the “White-Labeled Products”), including a line of “athleisure” clothing (“Athleisure Line”);
The Influencer has amassed a significant following on various Social Media platforms (s), including the following accounts and handles as set forth on Exhibit A (the “Influencer’s Social Media”);
The Company agrees to manufacture and sell White-Labeled Products, including but not limited to an Athleisure Line, in exchange for the Influencer’s agreement to market and promote the White-Labeled Products and Athleisure Line in accordance with the Influencer Requirements set forth herein.
The Company and the Influencer desire to enter into this Agreement pursuant to which the Company acquires the right to utilize the Influencer’s name, likeness, image, and social media presence to promote the White-Labeled Products and Athleisure Line, and the Influencer is obligated to use the same to promote the same (the “Brand Ambassador Services”), subject to the terms contained herein.
For good and valuable consideration, the parties hereby agree to the following terms and conditions:
Definitions.
“Image” means any content related to the Influencer that is created by, or at the direction of, the Company to promote the Company Products, including but not limited to videos, still images, interviews (including but not limited to excerpts and quotes from any interviews), and testimonials.
“Net Profits” means the profits remaining after accounting for all expenses and costs of goods sold for the White-Labeled Products according to generally accepted accounting principles, including any other commissions owed on the sale of the White-Labeled Products to third parties.
“Social Media” means Internet-based or mobile-based applications that allow for the generation and/or exchange of user-generated content, including but not limited to Instagram, Facebook, Twitter, Snapchat, Pinterest, and YouTube.
Engagement of Influencer.
The Company hereby engages the Influencer on a non-exclusive basis to perform the Brand Ambassador Services including but not limited to the Influencer Responsibilities set forth below during the Term hereof, for the White Labeled Products and Athleisure Line for the Influencer’s Brand as described in the attached Exhibit A.
Term.
The Term of this Agreement (“Term”) shall commence on the date this Agreement is fully executed by all parties hereto and end on the 0 years anniversary of this Agreement. The Term may be extended by written agreement of both parties.
License for Use of Image.
The Company shall have the right and license (the “License”) to use Influencer’s image in Company’s public relations, advertising, and marketing to promote the Company Products. The Company shall be permitted to use the License in any social or traditional media, including but not limited to the Company’s Social Media. The License granted by the Influencer to the Company includes the following:
The Influencer grants to the Company the irrevocable, unlimited, and global right and permission, restricted only by the terms of this Agreement, to take, use, re-use, publish, and republish Influencer’s Image.
The Company has the unrestricted right to take or use the Images using any technology or media now known or to be invented, including but not limited to print, television, and film media; digital and electronic media; and distribution over the internet and mobile/wireless platforms, as an intermediary product or a finished product.
The Influencer agrees that the Images may be used for any and all purposes within the scope of this Agreement, including commercial purposes which shall include but not be limited to advertising, promotional, packaging, retail, public relations, corporate, editorial, and/or unlimited collateral uses in the consumer, trade, and/or editorial markets (each, a “Permitted Use”).
Company’s Responsibilities.
The company agrees to:
Provide the Influencer with “talking points” for Company Products, for the Influencer to use in connection with their public appearances;
Provide the Influencer with expense reimbursement only for expenses pre-approved in a signed writing from the Company;
Provide the Influencer with samples of Company Products for Influencer’s personal use during the Term of this Agreement, which shall obligate the Influencer to the minimum posting requirements for that Company Product;
Mention the Influencer in no less than Social Media posts per week during the Term using relevant and appropriate metadata tags or hashtags.
Influencer’s Responsibilities.
The Influencer agrees to:
Mention the Company in at least and no more than Social Media posts on Influencer’s platform(s) per month during the term, using relevant metadata tags or hashtags as directed by the Company and as may be set forth in Schedule A;
Use the Influencer’s best efforts to mention their use of Company Products in the Influencer’s Social Media Posts, using the “talking points” provided by Company;
Participate in 0 years Service Days per month; Service Days include photo shoots;
Produce or participate in up to editorial phone interviews per month discussing the Influencer’s use of the Company’s product/service.
Service Day Terms.
All Service Day appearances will be at a time mutually agreed upon by the parties, taking into account the Influencer’s schedule and other prior commitments. All appearances shall be coordinated between the parties.
If the Company confirms the Influencer’s availability and an illness, injury, or other cause beyond the Influencer’s control prevents the Influencer’s appearance on that date, then the parties will reschedule for another date.
Additional Service Days. The Influencer’s participation in additional Service Days beyond the Service Days required by this Agreement shall be subject to the party’s good faith negotiations.
Compensation.
Commission Compensation.
As compensation for and in full consideration for the License and for the Brand Ambassador Services furnished by the Influencer, the Company shall pay the Influencer % of the Company’s Net Profits from the White-Labeled Products.
Additional Compensation.
For additional Service Days beyond those required, the compensation for each additional Service Day shall be per additional Service Day.
Exclusivity.
The Influencer will not enter into a contract or other sponsorship or promotional arrangement with any other entity in the during the Term.
Prior Approval.
Once proposed, Images and any associated copy or text, including but not limited to advertising copy, are approved by the Influencer the first time, the Influencer thereafter waives any right to approve subsequent uses of the Images in the same or similar manner.
Termination.
Immediate Termination.
During the term, the Influencer will conduct herself/himself at all times with due regard to the high quality and prestige of the Company and its products. The Company may immediately terminate the Agreement if the Influencer:
Is charged with, indicted for, or convicted of any felony or crime that involves moral turpitude;
Is charged with, indicted for, or convicted of driving while under the influence of drugs and/or alcohol;
Checks into any rehabilitation facility for drug and/or alcohol abuse and/or publicly admits to drug and/or alcohol addiction;
Has committed or commits any act or becomes involved in any situation or occurrence in each case tending to bring the Influencer into public disrepute, contempt, scandal or ridicule, or tending to shock, insult or offend the people of the territory or any group thereof;
Appears in, or permits her/his likeness or image to be used in, advertising or publicizing of any kind for the following products and/or services: [Alcohol; over-the-counter and/or prescription drugs; Tobacco and tobacco-related products; Firearms; the advocacy of animal testing for cosmetics and other products; Household cleaning products and/or services; Rectal and/or digestive products; Pet food products or services (“Anti-Prestige Activities”); and/or
Makes any statement or commits any act disparaging of, or reflecting unfavorably upon, the reputation of the Company or its products and/or services and such statement is made to the general public or becomes a matter of public knowledge.
Termination for Breach.
If either party at any time during the Term:
Fails to make any payment or any sum of money specified in this Agreement to be made; or
Fails to observe or perform any of the covenants, agreements or obligations under this Agreement (other than the payment of money)
(each, a “Default”), the non-defaulting party may terminate this Agreement, provided that such Default continues for a period of 0 days after written notice to the defaulting party.
Confidentiality.
The parties agree that the terms and conditions of this Agreement are confidential and cannot be disclosed to any third party without the prior written consent of both the Company and the Influencer, unless otherwise required by law or otherwise provided by this Agreement.
No Assignment.
The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.
Governing Law.
This Agreement shall be governed by, and construed in accordance with, the laws of , without regard to conflicts of laws principles.
Reservation of Rights.
The Company understands that the Influencer reserves the right to authorize others to use Influencer’s image during the Term in connection with all tangible and intangible items and services other than the services specified in this Agreement.
Independent Contractor.
The Influencer’s relationship with the Company shall be that of an independent contractor, and nothing contained in this Agreement shall be construed as establishing an employer/employee relationship, partnership or joint venture between the Influencer and the Company. Neither party shall have any right to obligate or bind the other party in any manner whatsoever, and except as expressly set forth in this Agreement. The Influencer shall have sole responsibility for the payment of all applicable governmental taxes, including federal, state and local income taxes in connection with the Influencer’s compensation.
No Commissions.
The Company shall have no liability whatsoever with respect to any commissions due agents of the Influencer in connection with the securing of this Agreement, all of which obligations shall be the Influencer’s sole liability, and the Company shall likewise be solely responsible for any commissions due its agents, if any.
Notices.
Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent or served by personal delivery or by certified mail, return receipt requested, or guaranteed overnight courier, addressed to the addresses as set forth hereinafter. Any party may change its address at any time by written notice to the other party.
Merger.
This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.
Severability.
If any provision of this Agreement shall be declared by any court of competent Jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement shall not be affected and shall remain in full force and effect.
Waiver.
No waiver of any right or remedy with respect to any occurrence or event shall be deemed a waiver of such right or remedy with respect to such occurrence or event in the future. No waiver of any of either party’s obligations under this Agreement shall be effective unless in writing and signed by all parties to this Agreement.
Attorney’s Fees.
In the event of a dispute hereunder, the prevailing party shall be entitled to reimbursement from the other party for reasonable attorney’s fees and costs of suit.
Entire Agreement.
This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.
Counterpart Signatures, Facsimile Signatures, Electronic Signatures.
This Agreement may be executed in counterparts, by facsimile, scan, and/or electronically. All counterparts, facsimile or electronic signatures, shall have equal validity and enforceability as a fully executed original agreement.
Amendment or Modification of Agreement
Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Exhibit A
Influencer’s Brand Social Media
Brand/Logo/Tagline:
Name/Handle | Platform | # of Followers |
|---|---|---|
[Handle 1] | [Platform 1] | [Follower count 1] |
[Handle 2] | [Platform 2] | [Follower count 2] |
... | ... | ... |
White-labeled Products
Product Name | Sample Quantity Ordered | First Order Quantity |
|---|---|---|
[Product 1] | [Sample quantity 1] | [First order quantity 1] |
[Product 2] | [Sample quantity 2] | [First order quantity 2] |
... | ... | ... |
Schedule A: Influencer Posting Requirements
This Schedule sets forth the posting requirements applicable to in connection with the Brand Ambassador Services for under the Agreement dated .
Monthly Social Media Posting Obligations
Platform | Minimum Posts per Month | Maximum Posts per Month | Required Tags / Hashtags | Content Type |
|---|---|---|---|---|
[Platform 1] | [Minimum posts 1] | [Maximum posts 1] | [Tags / Hashtags 1] | [e.g., Photo, Reel, Story] |
[Platform 2] | [Minimum posts 2] | [Maximum posts 2] | [Tags / Hashtags 2] | [e.g., Video, Carousel] |
... | ... | ... | ... | ... |
Posting Guidelines
Posts must prominently feature .
All posts must incorporate the Company-provided “talking points” as appropriate.
Posts must be tagged with and use required hashtags (see table above).
The Influencer must not feature competitor products in the same post.
Scheduling & Timing
Posts must be spaced evenly throughout the month unless otherwise agreed in writing.
Posts should occur during optimal engagement hours for the respective platform(s), based on the Influencer’s audience analytics.
Approval Process
The Influencer shall submit all content for initial review and approval prior to first posting.
Once content is approved for a specific format (e.g., story, post), future content in the same format on the same platform may be posted without prior approval.
