SERVICES AGREEMENT
BETWEEN:
________
- and -
________
DATED:
________
(The Agreement)
1. THE PARTIES
A. The Brand Owner
The Company: ________
with the registered address of:
________
B. The Influencer
________
of the address:
________
2. BACKGROUND
A. The Brand Owner owns the Brand.
B. The Influencer is:
________
C. The Influencer and the Brand Owner have reached an agreement that the Influencer shall be engaged to provide Services in order to promote the Brand.
3. AGREED DEFINITIONS
The Parties agree that the following meanings and definitions shall apply to the Agreement as set out within this Section (Section 3).
A. The Brand
(I). The Brand is a brand which is owned by the Brand Owner.
(II). The Brand name is: ________.
(III). The Brand is summarised as:
________
(IV). The following trade marks are registered in respect of the Brand:
________
(V). The trade marks are registered under the following classifications:
________
(VI). The registration reference is: ________.
B. Brand Products
Brand Products are the goods which are sold or hired to consumers and are produced by and belong to the Brand.
C. Brand Materials
Brand Materials means any and all materials (including any Brand Products and any other goods, products and materials) provided to the Influencer by the Brand Owner for the purpose of the Influencer's performance of Services under the Agreement.
D. Influencer Content
Influencer Content means all content and materials created by the Influencer which arise out of the Influencer's performance of the services and completion of Projects under the Agreement.
E. Influencer Image Rights
Influencer Image Rights means the Influencer's identity name, trade marks, image, likeness, branding, voice and signature.
F. Influencer Moral and Performer Rights
Influencer Moral and Performer Rights means all moral and performer rights of the Influencer within the meaning of Parts I and II of the Copyright Designs and Parents Act 1988, including (but not limited to) performance rights, the right to be identified as an author of any content, the right to object to any derogatory treatment of any content and the right not to suffer false attribution of any content.
G. Project
Project shall mean the written signed instructions set out in Schedule 1 which are provided to the Influencer by the Brand Owner and which specify the requirements for the Influencer to perform the Services.
H. Content Deadline
The Content Deadline is ________ at ________ and shall mean the deadline by which the Influencer must, in accordance with the Project described in Schedule 1, prepare a draft of all content for the consideration of the Brand Owner.
I. Posting Deadline
The Content Deadline is ________ at ________ and shall mean the deadline by which the Influencer must, in accordance with the Project described in Schedule 1, post the approved Influencer Content on the relevant Platforms.
J. Platforms
Platforms shall mean the social media platforms which are specified in writing in the Project set out in Schedule 1 and upon which the Influencer Content must be shared.
K. Engagement and Analytics
Engagement and Analytics shall mean any and all information which is available from the Platforms in respect of the engagement, comments, views, feedback and statistics in relation the Influencer Content.
L. Expenses
Expenses shall mean any evidenced expenses of not more than £________ (________) and which have reasonably been incurred by the Influencer in the performance of the Services under this agreement.
M. Personal Data
Personal Data means the term as defined in the Data Protection Act 2018 and the UK retained General Data Protection Regulation ((EU) 2016/679).
N. Data Protection Laws
Data Protection Laws means the Data Protection Act 2018 and the UK retained General Data Protection Regulation ((EU) 2016/679).
O. Intellectual Property/Intellectual Property Rights
Intellectual Property means any registered or unregistered asset, concept or idea created by the party concerned which includes but is not limited to all copyrights, patents, names, designs and trademarks, trade secrets, invention rights and design rights. Intellectual Property Rights shall mean the rights held by the party concerned in respect of Intellectual Property.
P. Industry Requirements
Industry Requirements shall mean any and all laws, regulatory requirements, codes and principles which are applicable to the Services including (but not limited to) The Consumer Protection from Unfair Trading Regulations 2008 (CPUTR 2008), SI 2008/1277 and The UK Code of Non-broadcast Advertising and Direct & Promotional Marketing ('CAP Code').
Q. Direct Competitor
Direct Competitor shall mean any business (whether an individual, company, partnership or other organisation) or brand which is a direct competitor of the Brand Owner. Specifically this shall include any business or brand involved in the following areas of trade:
________
R. Calendar Day
Calendar Day means any day of the week, including Saturday, Sunday and Bank Holiday days.
S. Business Day
Business Day means the days of Monday to Friday when the Brand Owner is open for business.
T. Business Hours
Business Hours means the period between ________ and ________ during a Business Day when the Brand Owner is open for business.
U. Liability
Any reference to liability includes all kinds of liability, including but not limited to liability in contract or tort, which arise directly as a result of or in connection with this Agreement whether caused by negligence, misrepresentation or any other cause recognised in the law of the Jurisdiction.
4. TERMS OF AGREEMENT
A. Commencement and duration
(I). The Agreement shall commence on ________ (the Effective Date).
(II). The Agreement shall remain in force for a period of 6 months. The Agreement will therefore terminate automatically 6 months and one day after the Effective Date (the Term).
(III). The Agreement may be terminated earlier than the expiration of the Term subject to the other provisions contained within this Agreement.
B. Engagement
(I). The Brand Owner engages the Services of the Influencer under the terms of this Agreement.
(II). For and consideration of the Influencer performing the Services, the Influencer shall be remunerated in accordance with the terms of Section 4.D below.
(III). Nothing in this Agreement and the engagement of the Influencer shall constitute a partnership or agency relationship between the Parties.
C. Services
(I). The Influencer shall provide the Services to the Brand Owner, the purpose and extent of which is to create the Influencer Content in accordance with the requirements of the signed Project which is set out in Schedule 1.
(II). The Influencer shall carry out the Services in accordance with the Project instructions and shall, upon the Content Deadline, send to the Brand Owner a copy of the draft Influencer Content.
(III). Upon receipt, the Brand Owner shall review the draft Influencer Content and shall either:
(a). provide written approval that the Influencer Content may be posted online on the Posting Deadline; or
(b). provide written amendments to the Influencer which must be carried out by the Influencer prior to the Posting Deadline.
(IV). The Influencer shall ensure that all approved Influencer Content is posted online on the specified Platforms on the Posting Deadline.
(V). The Influencer shall ensure that all approved Influencer Content remains online on the specified Platforms and accessible to the public for the Term.
(VI). The Brand Owner shall retain the absolute discretion during and after the Term to request the removal of Influencer Content, following any such request the Influencer must ensure such removal takes place so that the Influencer Content is deleted and not accessible to the public.
(VII). In performing the Services, the Influencer shall ensure that all Influencer Content is compliant with:
(a). the terms of use of the Platforms; and
(b). all brand guidelines issued by the Brand Owner; and
(c). all Industry Requirements which are applicable to the Services.
(VIII). In performing the Services, the Influencer shall ensure that they disclose properly the fact that the Influencer Content is an advertisement and shall use any Platform specific function to meet such disclosure requirements.
(IX). In performing the Services, the Influencer shall ensure that all Influencer Content does not feature any:
(a). Personal Data of any third party;
(b). offensive, derogatory, defamatory, criminal or violent content;
(c). content or Intellectual Property from a third party save in the circumstances where written consent has been obtained from the owner and from the Brand Owner.
(X). In performing the Services, the Influencer must not knowingly create any Influencer Content which may infringe the Intellectual Property Rights of any third party and must ensure that the Influencer Content is created as their own original work.
(XI). The Influencer shall have an obligation as part of the Services to provide, upon the Brand Owner's request, information relating to Engagement and Analytics in respect of any Influencer Content.
D. Renumeration and Expenses
(I). The Influencer shall be remunerated by the Brand Owner for their performance of the Services with the payment of a Fixed Fee.
(II). The total Fixed Fee shall be for the sum of: £________ (________).
(III). The Fixed Fee shall be due once the approved Influencer Content is posted online on the specified Platforms on the Posting Deadline.
(IV). The Fixed Fee is exclusive of any Value Added Tax and any other taxes which may be applicable.
(V). The Brand Owner shall also reimburse the Influencer for Expenses which are:
(a). reasonably incurred as part of the Services; and
(b). which are approved in writing in advance by an authorised representative of the Brand Owner.
(VI). The Influencer must issue an invoice for the Fixed Fee once all of the Services have been completed.
(VII). The Influencer must issue an invoice for the Fixed Fee and any Expenses, plus any taxes which may be lawfully required, to the Brand Owner once the Fixed Fee becomes due.
(VIII). The payment shall be made via: ________.
(IX). The Brand Owner shall pay the invoice within ________ Calendar Days of receipt.
E. Warranties and Indemnities
(I). The Brand Owner warrants, represents and undertakes that:
(a). it has no third party contractual or legal obligations which prevent it from entering into this Agreement;
(b). any Brand Materials provided to the Influencer in accordance with this Agreement shall not infringe the rights of any third party;
(c). any Brand Materials provided to the Influencer in accordance with this Agreement will not fall short of any legal or regulatory requirements and will be suitable for use in accordance with the relevant legal requirements, regulatory requirements and advertising codes;
(d). any Brand Materials provided to the Influencer in accordance with this Agreement will be suitable for use in accordance with the standards of the relevant Platform used;
(e). all Brand Products which may be endorsed and used by the Influencer through the performance of the Services in this Agreement shall insured for duration of the Term against any losses which may reasonably arise thorough a claim or action.
(II). The Brand Owner indemnifies the Influencer against any liabilities, losses, expenses, costs or damages (including any VAT) incurred or suffered by the Influencer as a direct or indirect consequence of any breach to the warranties contained above (Clause 4.E. (I) (a) - (e) inclusive).
(III). The Influencer warrants, represents and undertakes that:
(a). they have no third party contractual or legal obligations which prevent them from entering into this Agreement;
(b). they shall, to the best of their knowledge and expertise, perform the Services in accordance with the Industry Requirements;
(c). they shall, to the best of their knowledge and expertise, perform the Services in accordance with the requirements of Data Protection Laws;
(d). the Influencer Image Rights do not infringe the Intellectual Property Rights of any third party;
(e). they shall, to the best of their knowledge and expertise, perform the Services in a manner which will not infringe the Intellectual Property Rights of any third party;
(f). they have not and shall not in the future use any form of technology or make any payment which has the purpose of artificially increasing the number of followers which they have on any Platform used;
(g). they shall not use any form of technology or make any payment which has the purpose of artificially increasing the popularity or engagement with any of the Influencer Content which has been posted online in accordance with this Agreement.
(h). they shall not make any statement which is derogatory to the Brand or may reasonably be considered to bring the Brand or the reputation of the Brand into disrepute.
(i). they will not, for the duration of the Term, provide services which are similar to or the same as the Services to a Direct Competitor of the Brand Owner.
(IV). The Influencer indemnifies the Brand Owner against any liabilities, losses, expenses, costs or damages (including any VAT) incurred or suffered by the Brand Owner as a direct or indirect consequence of any breach to the warranties contained above (Clause 4.E. (III) (a) - (i) inclusive).
F. Intellectual Property
(I). For the duration of the Term only, the Brand Owner grants to the Influencer a non-exclusive, worldwide licence to use the Intellectual Property Rights subsisting within the Brand Materials and any other Intellectual Property Rights belonging to the the Brand, where these have been provided to the Influencer by the Brand Owner and only to the extent that is necessary for the Influencer to perform the Services and in order to create the Influencer Content.
(II). The Influencer may during and after the Term, and subject to all other Terms contained within this Agreement, use any Influencer Content which has been approved for posting provided that:
(a). this is for the sole purpose of promoting their services as an influencer to a specific potential client; and
(b). in the case of Influencer Content which has been removed at the Brand Owner's request, any such Influencer Content is only shared in a format which is private and may only be viewed by the potential client in question.
(III). The Brand Owner retains the ownership and title to all Intellectual Property Rights which exist within the Brand Materials, the Brand Products and the Brand in general.
(IV). The Influencer acquires no further rights or titles to Brand Owner's Intellectual Property, save for those rights which are granted under this section (Section 4.F).
(V). For the duration of the Term, the Influencer grants to the Brand Owner an exclusive, worldwide licence to use, exploit, reproduce, adapt, copy and authorise others to use, all Intellectual Property Rights subsisting within the Influencer Content to enable the Brand Owner to promote and amplify the Influencer Content.
(VI). The Brand Owner may during and after the Term, and subject to all other Terms contained within this Agreement, use any Influencer Content which has been approved for posting provided that this is for internal use within the Brand and is not for primary advertising or marketing purposes.
(VII). The Influencer shall not be liable for any adaptations made to the Influencer Content by the Brand Owner or by any third party acting on behalf of the Brand Owner.
(VIII). For the duration of the Term, the Influencer grants to the Brand Owner a the right and a non-exclusive, worldwide licence to use, authorise others to use and to reproduce all Intellectual Property Rights subsisting within the Influencer Image Rights for the sole purpose of enabling the Brand Owner to promote and amplify the Influencer Content.
(IX). The Influencer retains the ownership and title to all Intellectual Property Rights which exist within the Influencer Content and Influencer Image Rights.
(X). The Influencer unconditionally and irrevocably waives their benefit to all Influencer Moral and Performer Rights in the Influencer Content.
(XI). The Brand Owner acquires no further rights or titles to Influencer's Intellectual Property, save for those rights which are granted under this section (Section 4.F).
G. Liability
(I). The extent of the Parties' liability is set out within this section (Section 4.G).
Capped liabilities
(II). Subject to the rest of this section (Section 4.G), the liability of both Parties under the Agreement shall not exceed a total amount of: £________ (________) (Limitations).
Categories of loss excluded
(III). Subject to the rest of this section (Section 4.G), neither Party to the Agreement shall have liability to the other for any indirect or consequential loss.
(IV). Subject to the rest of this section (Section 4.G), neither Party to the Agreement shall have liability to the other for:
(a). loss of profit; or
(b). loss of anticipated or actual savings.
(the Exclusions)
Unlimited liabilities
(V). The Limitations and the Exclusions shall not apply and nothing else in this agreement shall limit any liability of the Parties where:
(a). the liability is incurred for death or personal injury arising by way of negligence; or
(b). the liability is incurred for fraud or fraudulent misrepresentation; or
(c). the liability is incurred from the deliberate default of either of the Parties.
(d) for any other loss which cannot be excluded or limited by law.
(VI). The Limitations and the Exclusions shall not apply to the indemnities provided by the Brand Owner to the Influencer in Clause 4.E (II) and by the Influencer to the Brand Owner Clause 4.E (IV).
H. Termination
(I). This Agreement may be terminated with immediate effect (without affecting any other rights or remedies) by either party providing Notice to the other party if the other party commits a material breach of any term to this to the Agreement which is not remediable.
(II). This Agreement may be terminated with immediate effect (without affecting any other rights or remedies) by either party providing Notice to the other party commits a material breach of any term to this Agreement which is remediable and:
(a). the party serving Notice has already served a notice of breach, setting out the remedies required; and
(b). the other party has, having received the notice of breach, failed to remedy the breach within 14 Calendar Days of their receipt of the notice of breach.
(III). Upon the termination of the agreement or the expiry of the agreement (howsoever caused) both Parties shall not have any further rights or obligations under the Agreement save for the fact that:
(a). all rights and obligations which have accrued prior to the termination or expiry shall continue; and
(b). any clauses which are intended by virtue of their nature and purpose to survive termination shall continue.
(IV). Upon the termination of the agreement or the expiry of the agreement (howsoever caused) each party must ensure that any and all materials, property and content belonging to the other party is returned to the care and control of the other party within 14 Calendar Days.
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J. Confidentiality
(I). Confidential Information in this section (Section 4.J) shall mean any confidential information in relation to either party's:
(a). business
(b). affairs
(c). products
(d). assets
(e). clients
(f). customers
(g). suppliers
(II). Each Party may only use the Confidential Information of the other party for the purpose of performing their obligations under this Agreement.
(III). Subject to Clause 4.J (IV) below, both parties shall not at any time during the Term disclose to any person Confidential Information belonging to the other party.
(IV). Each Party may disclose the confidential information described in this section where:
(a). this is legitimately required by law; or where
(b). written consent has been provided by the other party; or where
(c). the disclosure is to an employee, contractor or representative of the other party and the disclosure is necessary for the purpose of the other party performing their obligations under the Agreement.
K. Notices
(I). The provisions of this Section (Section 4.K) do not apply to the service of legal proceedings or in respect of Alternative Dispute Resolution.
(II). Any Notice provided by either Party under this Agreement must be in writing.
(III). Notices may be given in the following manner:
(a). by hand to the relevant address for service.
(b). by post using Royal Mail Signed For First Class to the relevant address for service.
(IV). Notices shall be deemed to be received:
(a). on receipt of a signature from the recipient party at the delivery address where sent by hand.
(b). on the second Business Day after posting where sent by post.
(V). The relevant addresses for service are:
(a). Brand Owner
________
(b). Influencer
________
(VI). Where either Party changes their address for service, they may do so by notifying the other party in accordance with the provisions of this Section (Section 4.K) and any such change shall be effective from the date of service.
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N. Waiver
A delay or failure to exercise a right or remedy under this Agreement shall not constitute a waiver of that right or remedy. A waiver of any right or remedy under this Agreement shall only be effective if it is explicitly given by in writing and signed by the relevant party.
O. Severance
(I). If any provision or part of any provision of this Agreement is deemed invalid or unenforceable, it shall be treated as though it is erased from the Agreement but the erasure of the provision or part-provision shall not affect the validity or enforceability of the rest of the Agreement.
(II). If, in accordance with this Section (Section 4.O) any provision or part of any provision is erased, the Parties shall conduct negotiations regarding any replacement provision in good faith.
P. Third Party Rights
This Agreement does not confer any rights under the Contracts (Rights of Third Parties) Act 1999 to any persons other than those who are parties to this Agreement.
Q. Governing Law
This Agreement and any dispute or claim arising from or in connection with it shall be governed by the laws of England and Wales.
R. Jurisdiction
Both Parties agree that the Courts of England and Wales shall have exclusive jurisdiction to determine any dispute or claim arising out of or in connection with this Agreement.
S. Signature of the Parties
The Agreement has been agreed by the Parties and has been signed on ________
(I). Brand Owner
Signed by ________ (________) for and on behalf of ________
Signature:
_________________________
Dated:
________
(II). Influencer
Signed by ________
Signature:
_________________________
Dated:
________
SCHEDULE 1
PROJECT
This Project is assigned to ________ (the Influencer) by and on behalf of ________ in order to provide directions for the Services which ________ is to provide in the form of Influencer Content.
The Project is issued to the Influencer in accordance with the requirements of the Agreement dated ________ which was signed by both Parties on ________.
This Project must be created and posted online in accordance with requirements of the Agreement.
All terminology within this Project must be interpreted in accordance with Section 3 of the Agreement.
PROJECT BRIEF
1. The Influencer must produce Influencer Content which must take the form of:
________
2. The Influencer Content must be appropriate for posting online and use on the following platforms:
________
3. The Influencer Content will feature and be for the purpose of promoting:
The Brand Product known as: ________.
4. The Influencer Content should be presented to include the following factors:
________
DEADLINES
5. Content Deadline
The deadline for completing and submitting the content for the consideration and approval of the Brand Owner is ________ at ________ HOURS.
6. Posting Deadline
The finalised Influencer Content, following written approval of the Brand Owner, must be posted online on ________ at ________ HOURS.
SIGNATURE
This Project is duly signed in accordance with the requirements of Section 4C of the Agreement:
Signed by ________ (________) for and on behalf of ________
Signature:
_________________________
Dated:
________
SERVICES AGREEMENT
BETWEEN:
________
- and -
________
DATED:
________
(The Agreement)
1. THE PARTIES
A. The Brand Owner
The Company: ________
with the registered address of:
________
B. The Influencer
________
of the address:
________
2. BACKGROUND
A. The Brand Owner owns the Brand.
B. The Influencer is:
________
C. The Influencer and the Brand Owner have reached an agreement that the Influencer shall be engaged to provide Services in order to promote the Brand.
3. AGREED DEFINITIONS
The Parties agree that the following meanings and definitions shall apply to the Agreement as set out within this Section (Section 3).
A. The Brand
(I). The Brand is a brand which is owned by the Brand Owner.
(II). The Brand name is: ________.
(III). The Brand is summarised as:
________
(IV). The following trade marks are registered in respect of the Brand:
________
(V). The trade marks are registered under the following classifications:
________
(VI). The registration reference is: ________.
B. Brand Products
Brand Products are the goods which are sold or hired to consumers and are produced by and belong to the Brand.
C. Brand Materials
Brand Materials means any and all materials (including any Brand Products and any other goods, products and materials) provided to the Influencer by the Brand Owner for the purpose of the Influencer's performance of Services under the Agreement.
D. Influencer Content
Influencer Content means all content and materials created by the Influencer which arise out of the Influencer's performance of the services and completion of Projects under the Agreement.
E. Influencer Image Rights
Influencer Image Rights means the Influencer's identity name, trade marks, image, likeness, branding, voice and signature.
F. Influencer Moral and Performer Rights
Influencer Moral and Performer Rights means all moral and performer rights of the Influencer within the meaning of Parts I and II of the Copyright Designs and Parents Act 1988, including (but not limited to) performance rights, the right to be identified as an author of any content, the right to object to any derogatory treatment of any content and the right not to suffer false attribution of any content.
G. Project
Project shall mean the written signed instructions set out in Schedule 1 which are provided to the Influencer by the Brand Owner and which specify the requirements for the Influencer to perform the Services.
H. Content Deadline
The Content Deadline is ________ at ________ and shall mean the deadline by which the Influencer must, in accordance with the Project described in Schedule 1, prepare a draft of all content for the consideration of the Brand Owner.
I. Posting Deadline
The Content Deadline is ________ at ________ and shall mean the deadline by which the Influencer must, in accordance with the Project described in Schedule 1, post the approved Influencer Content on the relevant Platforms.
J. Platforms
Platforms shall mean the social media platforms which are specified in writing in the Project set out in Schedule 1 and upon which the Influencer Content must be shared.
K. Engagement and Analytics
Engagement and Analytics shall mean any and all information which is available from the Platforms in respect of the engagement, comments, views, feedback and statistics in relation the Influencer Content.
L. Expenses
Expenses shall mean any evidenced expenses of not more than £________ (________) and which have reasonably been incurred by the Influencer in the performance of the Services under this agreement.
M. Personal Data
Personal Data means the term as defined in the Data Protection Act 2018 and the UK retained General Data Protection Regulation ((EU) 2016/679).
N. Data Protection Laws
Data Protection Laws means the Data Protection Act 2018 and the UK retained General Data Protection Regulation ((EU) 2016/679).
O. Intellectual Property/Intellectual Property Rights
Intellectual Property means any registered or unregistered asset, concept or idea created by the party concerned which includes but is not limited to all copyrights, patents, names, designs and trademarks, trade secrets, invention rights and design rights. Intellectual Property Rights shall mean the rights held by the party concerned in respect of Intellectual Property.
P. Industry Requirements
Industry Requirements shall mean any and all laws, regulatory requirements, codes and principles which are applicable to the Services including (but not limited to) The Consumer Protection from Unfair Trading Regulations 2008 (CPUTR 2008), SI 2008/1277 and The UK Code of Non-broadcast Advertising and Direct & Promotional Marketing ('CAP Code').
Q. Direct Competitor
Direct Competitor shall mean any business (whether an individual, company, partnership or other organisation) or brand which is a direct competitor of the Brand Owner. Specifically this shall include any business or brand involved in the following areas of trade:
________
R. Calendar Day
Calendar Day means any day of the week, including Saturday, Sunday and Bank Holiday days.
S. Business Day
Business Day means the days of Monday to Friday when the Brand Owner is open for business.
T. Business Hours
Business Hours means the period between ________ and ________ during a Business Day when the Brand Owner is open for business.
U. Liability
Any reference to liability includes all kinds of liability, including but not limited to liability in contract or tort, which arise directly as a result of or in connection with this Agreement whether caused by negligence, misrepresentation or any other cause recognised in the law of the Jurisdiction.
4. TERMS OF AGREEMENT
A. Commencement and duration
(I). The Agreement shall commence on ________ (the Effective Date).
(II). The Agreement shall remain in force for a period of 6 months. The Agreement will therefore terminate automatically 6 months and one day after the Effective Date (the Term).
(III). The Agreement may be terminated earlier than the expiration of the Term subject to the other provisions contained within this Agreement.
B. Engagement
(I). The Brand Owner engages the Services of the Influencer under the terms of this Agreement.
(II). For and consideration of the Influencer performing the Services, the Influencer shall be remunerated in accordance with the terms of Section 4.D below.
(III). Nothing in this Agreement and the engagement of the Influencer shall constitute a partnership or agency relationship between the Parties.
C. Services
(I). The Influencer shall provide the Services to the Brand Owner, the purpose and extent of which is to create the Influencer Content in accordance with the requirements of the signed Project which is set out in Schedule 1.
(II). The Influencer shall carry out the Services in accordance with the Project instructions and shall, upon the Content Deadline, send to the Brand Owner a copy of the draft Influencer Content.
(III). Upon receipt, the Brand Owner shall review the draft Influencer Content and shall either:
(a). provide written approval that the Influencer Content may be posted online on the Posting Deadline; or
(b). provide written amendments to the Influencer which must be carried out by the Influencer prior to the Posting Deadline.
(IV). The Influencer shall ensure that all approved Influencer Content is posted online on the specified Platforms on the Posting Deadline.
(V). The Influencer shall ensure that all approved Influencer Content remains online on the specified Platforms and accessible to the public for the Term.
(VI). The Brand Owner shall retain the absolute discretion during and after the Term to request the removal of Influencer Content, following any such request the Influencer must ensure such removal takes place so that the Influencer Content is deleted and not accessible to the public.
(VII). In performing the Services, the Influencer shall ensure that all Influencer Content is compliant with:
(a). the terms of use of the Platforms; and
(b). all brand guidelines issued by the Brand Owner; and
(c). all Industry Requirements which are applicable to the Services.
(VIII). In performing the Services, the Influencer shall ensure that they disclose properly the fact that the Influencer Content is an advertisement and shall use any Platform specific function to meet such disclosure requirements.
(IX). In performing the Services, the Influencer shall ensure that all Influencer Content does not feature any:
(a). Personal Data of any third party;
(b). offensive, derogatory, defamatory, criminal or violent content;
(c). content or Intellectual Property from a third party save in the circumstances where written consent has been obtained from the owner and from the Brand Owner.
(X). In performing the Services, the Influencer must not knowingly create any Influencer Content which may infringe the Intellectual Property Rights of any third party and must ensure that the Influencer Content is created as their own original work.
(XI). The Influencer shall have an obligation as part of the Services to provide, upon the Brand Owner's request, information relating to Engagement and Analytics in respect of any Influencer Content.
D. Renumeration and Expenses
(I). The Influencer shall be remunerated by the Brand Owner for their performance of the Services with the payment of a Fixed Fee.
(II). The total Fixed Fee shall be for the sum of: £________ (________).
(III). The Fixed Fee shall be due once the approved Influencer Content is posted online on the specified Platforms on the Posting Deadline.
(IV). The Fixed Fee is exclusive of any Value Added Tax and any other taxes which may be applicable.
(V). The Brand Owner shall also reimburse the Influencer for Expenses which are:
(a). reasonably incurred as part of the Services; and
(b). which are approved in writing in advance by an authorised representative of the Brand Owner.
(VI). The Influencer must issue an invoice for the Fixed Fee once all of the Services have been completed.
(VII). The Influencer must issue an invoice for the Fixed Fee and any Expenses, plus any taxes which may be lawfully required, to the Brand Owner once the Fixed Fee becomes due.
(VIII). The payment shall be made via: ________.
(IX). The Brand Owner shall pay the invoice within ________ Calendar Days of receipt.
E. Warranties and Indemnities
(I). The Brand Owner warrants, represents and undertakes that:
(a). it has no third party contractual or legal obligations which prevent it from entering into this Agreement;
(b). any Brand Materials provided to the Influencer in accordance with this Agreement shall not infringe the rights of any third party;
(c). any Brand Materials provided to the Influencer in accordance with this Agreement will not fall short of any legal or regulatory requirements and will be suitable for use in accordance with the relevant legal requirements, regulatory requirements and advertising codes;
(d). any Brand Materials provided to the Influencer in accordance with this Agreement will be suitable for use in accordance with the standards of the relevant Platform used;
(e). all Brand Products which may be endorsed and used by the Influencer through the performance of the Services in this Agreement shall insured for duration of the Term against any losses which may reasonably arise thorough a claim or action.
(II). The Brand Owner indemnifies the Influencer against any liabilities, losses, expenses, costs or damages (including any VAT) incurred or suffered by the Influencer as a direct or indirect consequence of any breach to the warranties contained above (Clause 4.E. (I) (a) - (e) inclusive).
(III). The Influencer warrants, represents and undertakes that:
(a). they have no third party contractual or legal obligations which prevent them from entering into this Agreement;
(b). they shall, to the best of their knowledge and expertise, perform the Services in accordance with the Industry Requirements;
(c). they shall, to the best of their knowledge and expertise, perform the Services in accordance with the requirements of Data Protection Laws;
(d). the Influencer Image Rights do not infringe the Intellectual Property Rights of any third party;
(e). they shall, to the best of their knowledge and expertise, perform the Services in a manner which will not infringe the Intellectual Property Rights of any third party;
(f). they have not and shall not in the future use any form of technology or make any payment which has the purpose of artificially increasing the number of followers which they have on any Platform used;
(g). they shall not use any form of technology or make any payment which has the purpose of artificially increasing the popularity or engagement with any of the Influencer Content which has been posted online in accordance with this Agreement.
(h). they shall not make any statement which is derogatory to the Brand or may reasonably be considered to bring the Brand or the reputation of the Brand into disrepute.
(i). they will not, for the duration of the Term, provide services which are similar to or the same as the Services to a Direct Competitor of the Brand Owner.
(IV). The Influencer indemnifies the Brand Owner against any liabilities, losses, expenses, costs or damages (including any VAT) incurred or suffered by the Brand Owner as a direct or indirect consequence of any breach to the warranties contained above (Clause 4.E. (III) (a) - (i) inclusive).
F. Intellectual Property
(I). For the duration of the Term only, the Brand Owner grants to the Influencer a non-exclusive, worldwide licence to use the Intellectual Property Rights subsisting within the Brand Materials and any other Intellectual Property Rights belonging to the the Brand, where these have been provided to the Influencer by the Brand Owner and only to the extent that is necessary for the Influencer to perform the Services and in order to create the Influencer Content.
(II). The Influencer may during and after the Term, and subject to all other Terms contained within this Agreement, use any Influencer Content which has been approved for posting provided that:
(a). this is for the sole purpose of promoting their services as an influencer to a specific potential client; and
(b). in the case of Influencer Content which has been removed at the Brand Owner's request, any such Influencer Content is only shared in a format which is private and may only be viewed by the potential client in question.
(III). The Brand Owner retains the ownership and title to all Intellectual Property Rights which exist within the Brand Materials, the Brand Products and the Brand in general.
(IV). The Influencer acquires no further rights or titles to Brand Owner's Intellectual Property, save for those rights which are granted under this section (Section 4.F).
(V). For the duration of the Term, the Influencer grants to the Brand Owner an exclusive, worldwide licence to use, exploit, reproduce, adapt, copy and authorise others to use, all Intellectual Property Rights subsisting within the Influencer Content to enable the Brand Owner to promote and amplify the Influencer Content.
(VI). The Brand Owner may during and after the Term, and subject to all other Terms contained within this Agreement, use any Influencer Content which has been approved for posting provided that this is for internal use within the Brand and is not for primary advertising or marketing purposes.
(VII). The Influencer shall not be liable for any adaptations made to the Influencer Content by the Brand Owner or by any third party acting on behalf of the Brand Owner.
(VIII). For the duration of the Term, the Influencer grants to the Brand Owner a the right and a non-exclusive, worldwide licence to use, authorise others to use and to reproduce all Intellectual Property Rights subsisting within the Influencer Image Rights for the sole purpose of enabling the Brand Owner to promote and amplify the Influencer Content.
(IX). The Influencer retains the ownership and title to all Intellectual Property Rights which exist within the Influencer Content and Influencer Image Rights.
(X). The Influencer unconditionally and irrevocably waives their benefit to all Influencer Moral and Performer Rights in the Influencer Content.
(XI). The Brand Owner acquires no further rights or titles to Influencer's Intellectual Property, save for those rights which are granted under this section (Section 4.F).
G. Liability
(I). The extent of the Parties' liability is set out within this section (Section 4.G).
Capped liabilities
(II). Subject to the rest of this section (Section 4.G), the liability of both Parties under the Agreement shall not exceed a total amount of: £________ (________) (Limitations).
Categories of loss excluded
(III). Subject to the rest of this section (Section 4.G), neither Party to the Agreement shall have liability to the other for any indirect or consequential loss.
(IV). Subject to the rest of this section (Section 4.G), neither Party to the Agreement shall have liability to the other for:
(a). loss of profit; or
(b). loss of anticipated or actual savings.
(the Exclusions)
Unlimited liabilities
(V). The Limitations and the Exclusions shall not apply and nothing else in this agreement shall limit any liability of the Parties where:
(a). the liability is incurred for death or personal injury arising by way of negligence; or
(b). the liability is incurred for fraud or fraudulent misrepresentation; or
(c). the liability is incurred from the deliberate default of either of the Parties.
(d) for any other loss which cannot be excluded or limited by law.
(VI). The Limitations and the Exclusions shall not apply to the indemnities provided by the Brand Owner to the Influencer in Clause 4.E (II) and by the Influencer to the Brand Owner Clause 4.E (IV).
H. Termination
(I). This Agreement may be terminated with immediate effect (without affecting any other rights or remedies) by either party providing Notice to the other party if the other party commits a material breach of any term to this to the Agreement which is not remediable.
(II). This Agreement may be terminated with immediate effect (without affecting any other rights or remedies) by either party providing Notice to the other party commits a material breach of any term to this Agreement which is remediable and:
(a). the party serving Notice has already served a notice of breach, setting out the remedies required; and
(b). the other party has, having received the notice of breach, failed to remedy the breach within 14 Calendar Days of their receipt of the notice of breach.
(III). Upon the termination of the agreement or the expiry of the agreement (howsoever caused) both Parties shall not have any further rights or obligations under the Agreement save for the fact that:
(a). all rights and obligations which have accrued prior to the termination or expiry shall continue; and
(b). any clauses which are intended by virtue of their nature and purpose to survive termination shall continue.
(IV). Upon the termination of the agreement or the expiry of the agreement (howsoever caused) each party must ensure that any and all materials, property and content belonging to the other party is returned to the care and control of the other party within 14 Calendar Days.
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J. Confidentiality
(I). Confidential Information in this section (Section 4.J) shall mean any confidential information in relation to either party's:
(a). business
(b). affairs
(c). products
(d). assets
(e). clients
(f). customers
(g). suppliers
(II). Each Party may only use the Confidential Information of the other party for the purpose of performing their obligations under this Agreement.
(III). Subject to Clause 4.J (IV) below, both parties shall not at any time during the Term disclose to any person Confidential Information belonging to the other party.
(IV). Each Party may disclose the confidential information described in this section where:
(a). this is legitimately required by law; or where
(b). written consent has been provided by the other party; or where
(c). the disclosure is to an employee, contractor or representative of the other party and the disclosure is necessary for the purpose of the other party performing their obligations under the Agreement.
K. Notices
(I). The provisions of this Section (Section 4.K) do not apply to the service of legal proceedings or in respect of Alternative Dispute Resolution.
(II). Any Notice provided by either Party under this Agreement must be in writing.
(III). Notices may be given in the following manner:
(a). by hand to the relevant address for service.
(b). by post using Royal Mail Signed For First Class to the relevant address for service.
(IV). Notices shall be deemed to be received:
(a). on receipt of a signature from the recipient party at the delivery address where sent by hand.
(b). on the second Business Day after posting where sent by post.
(V). The relevant addresses for service are:
(a). Brand Owner
________
(b). Influencer
________
(VI). Where either Party changes their address for service, they may do so by notifying the other party in accordance with the provisions of this Section (Section 4.K) and any such change shall be effective from the date of service.
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N. Waiver
A delay or failure to exercise a right or remedy under this Agreement shall not constitute a waiver of that right or remedy. A waiver of any right or remedy under this Agreement shall only be effective if it is explicitly given by in writing and signed by the relevant party.
O. Severance
(I). If any provision or part of any provision of this Agreement is deemed invalid or unenforceable, it shall be treated as though it is erased from the Agreement but the erasure of the provision or part-provision shall not affect the validity or enforceability of the rest of the Agreement.
(II). If, in accordance with this Section (Section 4.O) any provision or part of any provision is erased, the Parties shall conduct negotiations regarding any replacement provision in good faith.
P. Third Party Rights
This Agreement does not confer any rights under the Contracts (Rights of Third Parties) Act 1999 to any persons other than those who are parties to this Agreement.
Q. Governing Law
This Agreement and any dispute or claim arising from or in connection with it shall be governed by the laws of England and Wales.
R. Jurisdiction
Both Parties agree that the Courts of England and Wales shall have exclusive jurisdiction to determine any dispute or claim arising out of or in connection with this Agreement.
S. Signature of the Parties
The Agreement has been agreed by the Parties and has been signed on ________
(I). Brand Owner
Signed by ________ (________) for and on behalf of ________
Signature:
_________________________
Dated:
________
(II). Influencer
Signed by ________
Signature:
_________________________
Dated:
________
SCHEDULE 1
PROJECT
This Project is assigned to ________ (the Influencer) by and on behalf of ________ in order to provide directions for the Services which ________ is to provide in the form of Influencer Content.
The Project is issued to the Influencer in accordance with the requirements of the Agreement dated ________ which was signed by both Parties on ________.
This Project must be created and posted online in accordance with requirements of the Agreement.
All terminology within this Project must be interpreted in accordance with Section 3 of the Agreement.
PROJECT BRIEF
1. The Influencer must produce Influencer Content which must take the form of:
________
2. The Influencer Content must be appropriate for posting online and use on the following platforms:
________
3. The Influencer Content will feature and be for the purpose of promoting:
The Brand Product known as: ________.
4. The Influencer Content should be presented to include the following factors:
________
DEADLINES
5. Content Deadline
The deadline for completing and submitting the content for the consideration and approval of the Brand Owner is ________ at ________ HOURS.
6. Posting Deadline
The finalised Influencer Content, following written approval of the Brand Owner, must be posted online on ________ at ________ HOURS.
SIGNATURE
This Project is duly signed in accordance with the requirements of Section 4C of the Agreement:
Signed by ________ (________) for and on behalf of ________
Signature:
_________________________
Dated:
________
Answer the question, then click on "Next".
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