Influencer Marketing Agreement - Template, Sample Form

INFLUENCER MARKETING AGREEMENT

Alberta

This Influencer Marketing Agreement, hereinafter referred to as the "Agreement", is entered into and is effective as of ________ (the "Effective Date") by and between the following parties:

ADVERTISER -- ________ ("Advertiser"), having a principal address at the following address:

________

Email: ________

AND

INFLUENCER -- ________ ("Influencer"), having a principal place of business at the following address:

________

Email: ________

The parties may be referred to individually as a "party" and collectively as the "parties."

PREAMBLE

WHEREAS the Advertiser wishes to advertise its products;

AND WHEREAS the Influencer's social media reach is valuable for advertising and selling these products;

AND WHEREAS the parties wish to enter into an agreement whereby the Influencer will promote and sell the products of the Advertiser as described below;

AND WHEREAS the parties wish to establish a written document between them covering the terms and conditions of their agreement;

NOW THEREFORE, in consideration of the promises and the mutual covenants contained herein, and for other valuable consideration (the receipt and adequacy of which is hereby acknowledged), the Parties hereto agree as follows:

ARTICLE I - AGREEMENT

As part of this Agreement, the Influencer agrees to promote and sell the products of the Advertiser on the Influencer's social media, further described below:

________

The Influencer agrees to promote and sell the products in exchange for a fee, as described in this Agreement.

ARTICLE II - NO EMPLOYMENT RELATIONSHIP

Nothing contained in this Agreement shall be construed as forming a partnership, joint venture, agency, franchise or employment relationship. The Influencer is an independent contractor. The Influencer is responsible for its own income tax obligations and statutory remittances, and as such, no taxes or other mandatory remittances shall be withheld from the Influencer's fees.

ARTICLE III - TERM AND TERMINATION

This Agreement will automatically terminate upon completion of the campaign described below (the "Termination Date"). This Agreement may also be terminated by either party upon written notice:

a) if the other party commits a material breach of any term or condition of this Agreement which cannot be cured within fourteen (14) days or which should have been cured within fourteen (14) days after written request and which has not been cured;

b) if the other party becomes unable to fulfill its obligations hereunder, including any payment obligation or performance obligation.

This Agreement may also be terminated by Advertiser at any time with or without cause.

The Advertiser specifically reserves the right to terminate this Agreement if the Influencer violates any of the terms and conditions described herein, including, but not limited to, infringement of the Advertiser's or any third party's intellectual property rights, failure to comply with applicable laws or other legal obligations, and/or publication or distribution of illegal material. If this Agreement is terminated prior to the termination date, the Advertiser will pay the Influencer all commissions earned but not paid prior to termination, unless the Influencer is in breach of the terms of this Agreement and the Advertiser terminates for breaches. In such event, the Influencer shall forfeit all rights, including the right to unclaimed fees.

Upon termination of this Agreement, all provisions, that by their nature should survive termination, shall remain in full force and effect.

ARTICLE IV - EXCLUSIVITY

The parties agree that this Agreement creates an exclusive relationship between the Advertiser and the Influencer. Throughout the term of this Agreement, the Influencer may not work with any other advertisers and the Advertiser may not work with any other influencers. Upon termination of this Agreement, the exclusive relationship of the parties shall end.

ARTICLE V - PROMOTION AND SALES

The Advertiser and the Influencer have agreed that the Influencer will post on the following platforms:

________

Specifically, the Influencer will post as part of the following campaign:

________

The campaign will begin on ________. The campaign will end on ________.

ARTICLE VI - FEES

The Influencer will receive a fee for promoting and selling the products of the Advertiser. Specifically, the Influencer will receive a flat fee of ________ ($________).

The Advertiser will provide the Influencer with one or more specific links corresponding to the products to be sold or one or more promotional codes to be purchased by the Influencer's audience. The code will be associated with the Influencer's identity and will send users online to the Advertiser's website(s).

Each time a customer clicks on the link and purchases one of the Advertiser's products, the Influencer may receive the following:

- Percentage of sales: ________ percent (________%).

ARTICLE VII - PAYMENT

The Influencer will be required to submit current information and contact information, as well as accounting and tax documents. Accounting information may include bank information where the Influencer wishes to have direct deposit or may include an email address for an online payment method.

The Influencer must notify the Advertiser immediately of any change in information and contact or accounting information.

The Influencer will be paid as follows:

________

ARTICLE VIII - PRODUCTS

The Advertiser will send the Influencer the following free products to facilitate the relationship between the parties and the promotion of the Influencer:

________

The Influencer is expected to promote these specific products to its audience.

ARTICLE IX - TRAVEL

The Influencer will also receive the following trip, no charge, from the Advertiser:

________

The Influencer will also be required to promote this trip.

ARTICLE X - INTELLECTUAL PROPERTY

The Influencer and the Advertiser each agree that all intellectual property, including copyrights, trademarks, trade secrets, patents and any other intellectual property belonging to the respective parties shall remain the property of the respective parties. No transfer of ownership of the Intellectual Property shall occur under this Agreement.

Subject to the limitations listed below, each party grants to the other a non-exclusive, non-transferable, revocable license to use its Intellectual Property solely and exclusively in connection with this Agreement. Neither party may modify the other party's Intellectual Property in any way. Specifically, the Advertiser grants the Influencer the license to use the following Advertiser's trademark and, if applicable, logo or slogan:

________

Either party may revoke this license at any time, including in the event of a finding of misuse of the intellectual property. This license shall terminate upon the expiration of this Agreement.

Unauthorized use of either party's intellectual property will be considered unlawful infringement and each party reserves all rights, including the right to bring an infringement action in a court of competent jurisdiction.

ARTICLE XI - REPRESENTATIONS AND WARRANTIES

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ARTICLE XII - LIMITATION OF LIABILITY

In no event shall either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, or loss of goodwill, arising out of or in connection with this Agreement, whether based in contract, tort, or any other legal theory, even if the party has been advised of the possibility of such damages. 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. Nothing in this Agreement shall limit or exclude either party's liability for fraud, willful misconduct, or any liability that cannot be limited or excluded by applicable law.

ARTICLE XIII - CONFIDENTIALITY

The parties acknowledge and agree that confidential information, as defined below, may be exchanged in the course of the relationship between the parties. Each party agrees to maintain the secrecy of the other party's confidential information throughout the term of this Agreement, and for a period of three (3) years after termination of this Agreement. Confidential information is defined as any information that is confidential and of commercial value to the party owning the information. Confidential information may be in the form of documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs or other oral or written knowledge and/or secrets and may relate to, but is not limited to, research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property and/or financial or other confidential and commercially valuable information. Confidential information means any information that:

a) is not known or available to the public at the time of disclosure or has become known or available after disclosure through no fault of the non-owning party;

b) is not already known, by lawful means, to the non-owning party;

c) is not given by the owning party to third parties, other than the non-owning party, without any restriction;

d) is not given to the non-owning party by any third party who legally had the confidential information and the right to disclose it; or

e) is not independently developed by the non-owning party and the non-owning party can demonstrate such independent development.

ARTICLE XIV - AMENDMENT & VARIATION

The parties may amend the terms of this Agreement upon written notice. However, any such amendment is subject to acceptance by the non-amending party. If the non-amending party does not accept the updated terms, that party may terminate this Agreement. Upon termination, all fees earned but not paid to the Influencer will be due.

To the extent that any part or subpart of the Amended Agreement is found to be ineffective or invalid by a court of law, the parties agree that the prior, effective version of this Agreement shall be deemed applicable and valid to the maximum extent possible.

ARTICLE XV - INDEMNIFICATION

The Influencer agrees to defend, indemnify and hold harmless the Advertiser and its agents (if any) from and against any and all claims and legal demands, including reasonable legal fees, that may arise out of or relate to the Influencer's conduct or actions. The Advertiser will be able to select its own legal counsel and may participate in its own defense, if the Advertiser so chooses.

ARTICLE XVI - GENERAL PROVISIONS

1) LANGUAGE: All communications made or notices given under this Agreement shall be in the English language.

2) JURISDICTION, COURT & CHOICE OF LAW: The parties agree that the court of the jurisdiction in which the Advertiser is located shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between the Influencer and the Advertiser, except for its conflict of law provisions. In the event of any dispute specifically authorized by this Agreement, the parties agree to submit to the personal jurisdiction of the provincial, territorial and federal courts of the county of the advertiser's domicile. The parties agree that the choice of law, venue and jurisdiction is not permissive, but rather mandatory in nature. The parties hereby waive any and all objections to the venue, including the assertion of the inconvenient forum doctrine or similar doctrine.

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4) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or in part by either party.

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 extent possible. In such a condition, the remainder of this Agreement shall remain in full force and effect.

6) NO WAIVER: In the event that either party fails to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that or any other provision. Waiver of any part or subpart of this Agreement shall not constitute a waiver of any other part or subpart.

7) HEADINGS FOR CONVENIENCE ONLY: The headings of the parts and subparts of this Agreement are for convenience and organizational purposes only. The headings do not affect the meaning of the provisions of this Agreement.

8) FORCE MAJEURE: The parties shall not be liable for any failure to perform due to causes beyond their control, including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and acts of God, and other acts which may be due to unforeseen circumstances.

9) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted for both parties under this Agreement, including electronic mail or facsimile.

IN WITNESS WHEREOF, the parties execute this Agreement as follows:

Name: ________

Signature: _________________________

Date: _____________________________

Name: ________

Signature: _________________________

Date: _____________________________