Influencer Marketing Agreement - Template, Sample Form Pro · EN-CA-law
✓ Valid in Canada (English) · drafted to comply with local law
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INFLUENCER MARKETING AGREEMENT
Province of ________
This Influencer Marketing Agreement (the "Agreement") is made and entered into and is effective as of ________ (the "Effective Date") by and between the following parties:
ADVERTISER — ________ (the "Advertiser"), a ________ having its principal address at:
________
Email: ________
AND
INFLUENCER — ________ (the "Influencer"), having a principal place of business / residence at:
________
Email: ________
The Advertiser and the Influencer may be referred to individually as a "party" and collectively as the "parties."
RECITALS
WHEREAS the Advertiser wishes to advertise and promote its products and/or services;
AND WHEREAS the Influencer maintains a social media presence and audience that the Advertiser considers valuable for the advertising and sale of such products and/or services;
AND WHEREAS the parties wish to enter into an agreement whereby the Influencer will promote and assist in the sale of the products and/or services of the Advertiser as described below;
AND WHEREAS the parties wish to record in writing the terms and conditions governing their relationship;
NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:
§ 1 — ENGAGEMENT
The Influencer agrees to promote and assist in the sale of the following products and/or services of the Advertiser (the "Products") through the Influencer's social media channels:
________
The Influencer agrees to promote the Products in exchange for the compensation set out in this Agreement.
§ 2 — INDEPENDENT CONTRACTOR; NO EMPLOYMENT RELATIONSHIP
2.1 Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, franchise, or employer-employee relationship between the parties. The Influencer is engaged as an independent contractor.
2.2 The Influencer is solely responsible for its own income tax obligations and for all statutory remittances, including without limitation those arising under the Income Tax Act (Canada), the Canada Pension Plan, the Employment Insurance Act, and applicable provincial legislation. No source deductions or remittances shall be made by the Advertiser from the Influencer's fees.
2.3 The Influencer is responsible for collecting and remitting all applicable Goods and Services Tax / Harmonized Sales Tax (GST/HST) and any applicable provincial sales taxes in respect of the fees payable hereunder, where required by law. The Influencer's GST/HST registration number (if applicable) is: ________.
§ 3 — TERM AND TERMINATION
3.1 This Agreement commences on the Effective Date and shall automatically terminate upon completion of the campaign described in § 5 (the "Termination Date"), unless earlier terminated in accordance with this § 3.
3.2 Either party may terminate this Agreement upon written notice to the other:
(a) if the other party commits a material breach of any term or condition of this Agreement which is incapable of cure, or which is capable of cure but is not cured within fourteen (14) days after written notice requiring its cure; or
(b) if the other party becomes insolvent, makes an assignment for the benefit of creditors, has a receiver or trustee appointed over its assets, or becomes otherwise unable to fulfill its payment or performance obligations hereunder.
3.3 The Advertiser may terminate this Agreement at any time, with or without cause, upon written notice to the Influencer.
3.5 Any provision of this Agreement which by its nature should survive termination shall survive and continue in full force and effect, including without limitation provisions relating to confidentiality, intellectual property, indemnification, limitation of liability, and dispute resolution.
§ 4 — EXCLUSIVITY
4.1 The parties agree that, during the term of this Agreement, their relationship shall be exclusive within the following product or service category: ________. Within such category, and for the duration of this Agreement, the Influencer shall not enter into a competing arrangement with any other advertiser, and the Advertiser shall not engage any other influencer.
4.2 Upon termination of this Agreement, the exclusive relationship of the parties shall end.
§ 5 — PROMOTION AND CAMPAIGN
5.1 The Influencer shall publish content on the following platforms:
________
5.2 The Influencer shall publish content as part of the following campaign and in accordance with the following deliverables and posting schedule:
________
5.3 The campaign shall begin on ________ and shall end on ________.
5.4 All sponsored content shall clearly and conspicuously disclose the Influencer's material connection to the Advertiser in accordance with the Competition Act (Canada), the Competition Bureau's Deceptive Marketing Practices guidance, and the Canadian Code of Advertising Standards administered by Ad Standards Canada, including the use of clear identifiers such as "#ad," "#sponsored," or equivalent.
§ 6 — FEES AND COMPENSATION
6.1 In consideration of the services described herein, the Advertiser shall pay the Influencer a flat fee of ________ dollars ($________), exclusive of applicable taxes.
6.2 The Advertiser shall provide the Influencer with one or more tracking links and/or promotional codes corresponding to the Products. Such links and codes shall be associated with the Influencer's identity and shall direct users to the Advertiser's website(s).
6.3 In addition to the flat fee set out above, where a customer purchases a Product through the Influencer's tracking link or promotional code, the Influencer shall be entitled to a commission equal to:
— a percentage of net sales of ________% (the "Commission").
6.4 All amounts payable under this Agreement are stated in ________ and are exclusive of GST/HST and any other applicable taxes, which shall be added where required by law.
§ 7 — PAYMENT
7.1 The Influencer shall submit to the Advertiser current banking, contact, accounting, and tax information necessary to effect payment, which may include direct deposit details or an email address for an electronic payment method.
7.2 The Influencer shall promptly notify the Advertiser of any change to such information.
7.3 Payment shall be made on the following terms:
________
§ 8 — PRODUCTS PROVIDED
8.1 The Advertiser shall provide the Influencer with the following complimentary Products to facilitate the promotional relationship:
________
8.2 The Influencer shall promote these specific Products to its audience in accordance with this Agreement. The value of any complimentary Products may constitute taxable income to the Influencer, for which the Influencer is solely responsible.
§ 9 — TRAVEL
9.1 Where applicable, the Advertiser shall provide the Influencer with the following travel arrangements at no charge:
________
9.2 The Influencer shall promote such travel as part of the campaign. The value of any travel benefit may constitute taxable income to the Influencer, for which the Influencer is solely responsible.
§ 10 — INTELLECTUAL PROPERTY
10.1 Each party agrees that all intellectual property, including copyrights, trade-marks, trade secrets, patents, and other intellectual property owned by a party, shall remain the sole property of that party. No transfer of ownership of intellectual property shall occur under this Agreement.
10.2 Subject to the limitations set out below, each party grants to the other a non-exclusive, non-transferable, revocable licence to use its intellectual property solely in connection with the performance of this Agreement. Neither party may modify the other party's intellectual property. In particular, the Advertiser grants the Influencer a licence to use the following Advertiser trade-mark and, where applicable, logo or slogan:
________
10.3 The Influencer grants the Advertiser a non-exclusive, royalty-free, worldwide licence to use, reproduce, display, and re-publish the content created by the Influencer under this Agreement for the Advertiser's own marketing purposes for a period of ________ following publication. The Influencer waives, in favour of the Advertiser, all moral rights in such content to the extent permitted by the Copyright Act (Canada).
10.4 Either party may revoke its licence at any time, including where it determines that its intellectual property is being misused. The licences granted under this § 10 terminate upon expiry or termination of this Agreement, save as expressly provided herein.
10.5 Unauthorized use of either party's intellectual property shall constitute infringement, and each party reserves all rights, including the right to bring proceedings in a court of competent jurisdiction.
§ 11 — REPRESENTATIONS AND WARRANTIES
11.1 The Influencer represents and warrants that all content created, posted, and distributed under this Agreement shall be original to the Influencer or properly licensed, and shall not infringe the intellectual property rights, privacy rights, or any other rights of any third party.
11.3 The Influencer represents and warrants that all content shall be accurate, truthful, and not misleading, and shall not contain any defamatory, obscene, unlawful, or otherwise objectionable material.
11.4 Each party represents and warrants that it has full power and authority to enter into and perform this Agreement, and that its execution and performance of this Agreement do not and will not breach any other agreement to which it is a party.
§ 12 — LIMITATION OF LIABILITY
12.1 To the maximum extent permitted by law, in no event shall either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including without limitation loss of profits, revenue, data, or goodwill, arising out of or in connection with this Agreement, whether based in contract, tort (including negligence), or any other legal theory, even if advised of the possibility of such damages.
12.2 The total aggregate liability of either party under this Agreement shall not exceed the total amount of fees paid or payable to the Influencer under this Agreement.
12.3 Nothing in this Agreement shall limit or exclude either party's liability for fraud, fraudulent misrepresentation, willful misconduct, personal injury or death caused by negligence, or any other liability that cannot be limited or excluded under applicable law.
§ 13 — CONFIDENTIALITY
13.1 The parties acknowledge that confidential information may be exchanged in the course of their relationship. Each party agrees to maintain the confidentiality of the other party's confidential information during the term of this Agreement and for a period of three (3) years following its termination.
13.2 "Confidential information" means any information of commercial value that is confidential to the disclosing party, in any form, including documents, techniques, methods, practices, tools, specifications, inventions, patents, trade-marks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs, and other oral or written knowledge or trade secrets, relating to but not limited to research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property, and financial or other commercially valuable information.
13.3 Confidential information does not include information that:
(a) is or becomes publicly available through no fault of the receiving party;
(b) was lawfully known to the receiving party prior to disclosure;
(c) is disclosed by the disclosing party to a third party without restriction;
(d) is lawfully received by the receiving party from a third party entitled to disclose it; or
(e) is independently developed by the receiving party, as it can demonstrate.
13.4 The foregoing shall not prevent disclosure required by law, regulation, or court order, provided the receiving party gives prompt notice to the disclosing party where lawful to do so.
§ 14 — AMENDMENT AND VARIATION
14.1 This Agreement may be amended only by a written instrument accepted by both parties. Where one party proposes an amendment that the other does not accept, the non-amending party may terminate this Agreement, in which case all fees earned but unpaid to the Influencer shall become due.
14.2 If any amended part or subpart of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the parties agree that the prior valid version of the affected provision shall apply to the maximum extent possible.
§ 15 — INDEMNIFICATION
The Influencer shall defend, indemnify, and hold harmless the Advertiser and its directors, officers, employees, and agents from and against any and all claims, demands, losses, liabilities, and expenses (including reasonable legal fees on a full-indemnity basis) arising out of or relating to the Influencer's acts, omissions, content, or breach of this Agreement. The Advertiser may select its own legal counsel and participate in its own defence at its discretion.
§ 16 — GENERAL PROVISIONS
16.1 LANGUAGE: All communications and notices given under this Agreement shall be in the English language. The parties have expressly required that this Agreement and all related documents be drawn up in the English language.
16.2 GOVERNING LAW, JURISDICTION AND VENUE: This Agreement shall be governed by and construed in accordance with the laws of the Province of ________ and the federal laws of Canada applicable therein, without regard to conflict of law principles. Subject to § 16.3, the parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of ________, sitting at ________, and waive any objection to such venue, including any argument based on forum non conveniens.
16.3 DISPUTE RESOLUTION AND ARBITRATION: In the event of any dispute arising out of or in connection with this Agreement, the parties shall first attempt in good faith to resolve it through direct negotiation. Failing resolution, the dispute shall be submitted to binding arbitration before a single arbitrator pursuant to the applicable arbitration legislation of the Province of ________. The arbitration shall be conducted at ________, in the English language. The arbitrator shall have no authority to add parties, modify this Agreement, award punitive damages, or certify a class, and shall be bound by the applicable law. Each party shall bear its own costs, save as the arbitrator may otherwise order. Claims subject to arbitration include contract claims, tort claims, and claims based on federal, provincial, territorial, or municipal law. Intellectual property claims and applications for interim or injunctive relief are excepted from this section and may be brought before a court of competent jurisdiction. The parties waive any right to a jury trial in respect of arbitrable claims, to the extent any such right would otherwise exist.
16.4 ASSIGNMENT: Neither party may assign, sell, lease, or otherwise transfer this Agreement or any rights granted hereunder, in whole or in part, without the prior written consent of the other party.
16.5 SEVERABILITY: If any part or subpart of this Agreement is found by a court or arbitrator of competent jurisdiction to be invalid or unenforceable, the remaining parts and subparts shall be enforced to the maximum extent possible and shall remain in full force and effect.
16.6 NO WAIVER: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that or any other provision, nor of any future enforcement thereof.
16.7 HEADINGS: Headings are for convenience and organization only and do not affect the interpretation of this Agreement.
16.8 FORCE MAJEURE: Neither party shall be liable for any failure or delay in performance (other than a payment obligation) due to causes beyond its reasonable control, including acts of God, acts of civil or military authority, riots, embargoes, pandemics, labour disturbances, and other unforeseen events.
16.9 ELECTRONIC COMMUNICATIONS AND EXECUTION: Electronic communications, including electronic mail, are permitted under this Agreement. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument, in accordance with applicable electronic commerce legislation.
16.10 ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, and agreements, whether written or oral.
16.11 NOTICES: All notices under this Agreement shall be in writing and delivered to the addresses or email addresses of the parties set out above, or to such other address as a party may designate in writing.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
ADVERTISER
Name: ________
Title: ________
Signature: _________________________
Date: ________
Witness Name: ________
Witness Signature: _________________________
INFLUENCER
Name: ________
Title (if applicable): ________
Signature: _________________________
Date: ________
Witness Name: ________
Witness Signature: _________________________
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