Brand Ambassador Agreement - Template, Sample Form Pro · IN-law

BRAND AMBASSADOR AGREEMENT

This Brand Ambassador Agreement ("Agreement") is made and executed on ________ ("Effective Date"), and constitutes a contract for services within the meaning of the Indian Contract Act, 1872,

BY AND BETWEEN

________ (Company), a company incorporated under the Companies Act, 2013, bearing Corporate Identity Number (CIN) ________ and Permanent Account Number (PAN) ________, having its registered/principal office at ________, ________, ________ - ________ (which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors-in-business, assigns, executors and administrators), hereinafter referred to as the ("Organization"/"Brand") of the FIRST PART;

AND

________, son/daughter/spouse of ________, aged ________ years, Govt. ID/PAN: ________, residing/having correspondence address at ________, ________, ________ - ________ (which expression shall, unless repugnant to the context or meaning thereof, be deemed to include his/her assigns, heirs, legal representatives and executors), hereinafter referred to as the ("Ambassador") of the SECOND PART.

The Organization and the Ambassador are hereinafter individually referred to as a "Party" and collectively as the "Parties".

WHEREAS

A. The Organization is engaged in the business of:

________

B. The Organization intends to promote its Products under the brand name: ________ ("Brand"), through the engagement of the Ambassador as an independent service provider.

C. The Ambassador is a Social Media Influencer, and the details of the Ambassador's followers across various social media platforms are as follows:

________

D. The Ambassador has agreed to serve as a trusted representative of the Organization and to promote its Products in a manner that builds awareness, engagement and loyalty among customers and other stakeholders, in compliance with the Consumer Protection Act, 2019, the Consumer Protection (E-Commerce) Rules, 2020, and the applicable guidelines of the Advertising Standards Council of India (ASCI) on influencer advertising.

E. The Service shall commence on ________ ("Commencement Date").

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. AMBASSADOR DUTIES AND RESPONSIBILITIES

1.1. During the term of this Agreement, the Ambassador shall serve as the Brand's advisor, spokesperson, endorser and brand ambassador, and shall render the following services (the "Service"):

________

1.2. The Ambassador shall promote the following specific Products of the Organization:

________

1.3. The Ambassador is engaged as an independent contractor and is subject to entrepreneurial risk; nothing in this Agreement shall be construed to create a relationship of employer-employee, principal-agent, partnership or joint venture between the Parties.

1.4. The Ambassador shall have no authority to act for, bind or incur any obligation on behalf of the Organization, save as expressly authorized in writing.

1.5. The Ambassador shall not abuse the goodwill of the association with the Organization to further any other business interests without the prior written consent of the Organization.

1.6. The Ambassador shall not make disparaging remarks about any other products, services, brand ambassadors or companies.

1.7. The Ambassador shall not, whether orally or in writing, disclose to the public, issue any press release, make any public statement, or otherwise communicate to the media concerning the existence of this Agreement or the subject matter hereof, without the prior written approval of the Organization.

1.8. The Ambassador shall comply with all applicable laws, including the ASCI Guidelines for Influencer Advertising in Digital Media, and shall conspicuously disclose any material connection with the Organization in all promotional Content (such as by using appropriate disclosure labels).

1.9. The Ambassador shall have the following general responsibilities:

1.9.1. Maintain a thorough understanding of the Brand, its Products, values, target audience and overall message.

1.9.2. Represent the Brand in a positive and professional manner.

1.9.3. Promote the Organization's Products to the Ambassador's audience.

1.9.4. Market, promote and publicize the Brand as its spokesperson.

1.9.5. Work closely with sales and marketing staff to conceptualize marketing campaigns and strategies.

1.9.6. Build relationships with customers, influencers and other stakeholders, including by responding to inquiries or comments, engaging in social media conversations and participating in online forums.

1.9.7. Post and share announcements of the association with the Brand on the Ambassador's social media handles.

1.9.8. Create content that promotes the Brand and its Products.

1.9.9. The Ambassador shall create and post the following content for the Organization:

________ ("Content")

1.9.10. The Content shall be posted on the following platforms:

________

1.9.11. The Content shall be created and posted at the following frequency: Daily.

1.9.12. The Ambassador shall obtain the Organization's prior approval of the Content before posting it on any platform.

1.9.13. Attend events, such as product launches or trade shows, on behalf of the Brand.

1.9.14. Brainstorm ideas and participate in training and workshops.

1.9.15. Adopt only such methods or strategies as are consistent with this Agreement and any communications issued by the Organization from time to time.

1.9.16. Understand the overall concept of the Organization and provide ideas to grow and improve the business.

1.9.17. Adhere to the policies governing confidentiality and the handling of confidential information.

1.9.18. Liaise with the following person: ________ ("Supervisor") regarding patterns of work and schedule, and accommodate meetings or briefings as reasonably required.

2. REPORTS

2.1. The Ambassador shall submit a periodic report on the status of the work to the Organization at the following intervals: Daily.

2.2. The periodic report shall be submitted in the following manner: ________, in the format set out in Annexure - A to this Agreement.

3. OBLIGATIONS OF THE ORGANIZATION

3.1. The Organization shall provide the Ambassador with all necessary information, materials and guidelines relating to the Brand and its Products to enable the Ambassador to perform the Service effectively.

3.2. The Organization shall pay the Ambassador the remuneration set out in this Agreement in a timely manner.

3.3. The Organization shall provide the Ambassador with adequate support, briefings and training as may reasonably be required for the performance of the Service.

3.4. The Organization shall communicate its brand guidelines, marketing strategies and any other relevant policies to the Ambassador from time to time.

3.5. The Organization shall review and approve the Content submitted by the Ambassador within a reasonable period of time.

3.6. The Organization shall ensure that all instructions and directions given to the Ambassador are lawful and in accordance with the terms of this Agreement.

4. RESOURCES AND FACILITIES

4.1. The Organization shall provide the Ambassador with adequate resources to complete the tasks assigned.

4.2. The Ambassador shall be provided with the following equipment during the term of this Agreement:

________

4.3. The devices and resources provided by the Organization shall be maintained and repaired by the Organization. If any damage is caused to such equipment due to the fault of the Ambassador, the Ambassador shall be liable to repair or replace such devices and resources.

4.4. Devices and resources supplied by the Organization shall be used for business purposes only. The Ambassador shall sign an inventory of all Organization property received. Upon termination of the Service, all Organization property shall be returned to the Organization, unless otherwise agreed in writing.

4.5. The Ambassador acknowledges that all devices and resources provided by the Organization shall remain the property of the Organization at all times. The Ambassador shall protect such devices and resources from theft or damage and shall report any theft or damage to ________ immediately.

5. LOCATION

The Ambassador may work from such location as the Ambassador chooses, although the Organization may direct the Ambassador to work from specific locations from time to time. The Ambassador agrees to travel to such parts of India and the world as may be necessary to discharge the Ambassador's duties, as the Organization may direct or authorize.

6. REMUNERATION

6.1. In consideration of the Service rendered, the Organization shall pay the Ambassador the remuneration set out below.

6.2. The Ambassador shall be paid a lump sum amount for the completion of the Service. The total remuneration payable by the Organization to the Ambassador shall be Rs ________ (Rupees ________), exclusive of applicable Goods and Services Tax (GST), which shall be payable in addition against a valid tax invoice.

6.3. The lump-sum payment shall be made in the following manner:

________

6.4. The payment shall be made by the following mode: Internet Banking. The bank account details are as follows:

________

6.5. The Organization shall be entitled to deduct tax at source (TDS) on all payments in accordance with the Income-tax Act, 1961, and shall issue the requisite TDS certificate to the Ambassador.

6.6. The Ambassador may be eligible for an additional performance-linked bonus as communicated in writing by the Organization from time to time.

7. EXPENSES

The Ambassador shall bear all reasonable expenses necessary to discharge duties under this Agreement. Where the Organization agrees to reimburse any expense, such expense shall first be approved in writing by the Organization or its authorized representative.

8. TERM AND TERMINATION

8.1. The Service shall commence on ________ ("Commencement Date") and shall continue until ________, unless terminated earlier in accordance with this Agreement.

8.2. If the Ambassador materially defaults in the performance of any duty or obligation hereunder, and such default is not substantially cured within ________ (________) business days, or such breach by its nature is incapable of being cured within such period, the Organization may, upon written notice to the Ambassador, terminate this Agreement.

8.3. Either Party may terminate this Agreement for cause by written notice if the other Party: (i) is in material breach of this Agreement and fails to cure such breach within 7 (seven) business days after receipt of written notice thereof; (ii) engages in any unlawful business practice related to its performance under this Agreement; or (iii) files a petition for bankruptcy, becomes insolvent, acknowledges its insolvency, or has a receiver, resolution professional or liquidator appointed in respect of its assets under the Insolvency and Bankruptcy Code, 2016. Save as provided in Clause 8.3(i), the Parties shall be given 15 (fifteen) business days' prior notice of termination.

8.4. Either Party may terminate this Agreement without cause by giving the other Party ________ days' prior written notice.

8.5. Upon termination, the Ambassador shall immediately cease work on the assigned tasks, protect all property of the Organization (including its Intellectual Property) in the Ambassador's possession, and return all documentation, equipment and other materials provided by the Organization within a reasonable period and to a location specified by the Organization.

8.6. The Parties may, upon expiry of the term, extend this Agreement for such further period as may be mutually agreed in writing.

8.7. Clauses relating to Confidentiality, Intellectual Property, Publicity Rights, Limitation of Liability, Indemnity and Dispute Resolution shall survive the termination or expiry of this Agreement.

9. NOTICES

All communications regarding this Agreement shall be sent to the address stated at the beginning of this Agreement or to the email addresses provided below, and shall be deemed validly served if delivered by hand, by registered post/courier, or by email with proof of transmission.

Organization Email: ________

Ambassador Email: ________

10. LIMITATION OF LIABILITY

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11. CONFIDENTIALITY

The Ambassador shall have access to confidential information relating to the Organization's marketing strategies, promotional plans and other proprietary information. The Ambassador agrees to keep all such information strictly confidential and not to disclose it to any third party without the prior written consent of the Organization. This obligation shall remain in effect during the tenure of the Ambassador and for the following period thereafter: ________. The Ambassador shall not use any confidential information for personal gain or to the detriment of the Organization. In the event of a breach of this Clause, the Organization reserves the right to terminate this Agreement and to seek all legal and equitable remedies available.

12. BRAND NAME

12.1. The Ambassador shall adhere to the Organization's brand guidelines, including guidelines on the use of the brand name, colours, fonts and other branding information.

12.2. The Ambassador shall use appropriate hashtags, as agreed with the Organization, when using the brand name on social media platforms.

12.3. The Ambassador shall not use the brand name in any manner that could cause confusion or imply an endorsement by the Organization that does not exist, and shall not register, use or apply for any trademark, domain name or trade name identical or confusingly similar to the Brand.

13. PUBLICITY AND OTHER RIGHTS

The Ambassador grants the Organization the exclusive right, licence and authority during the term of this Agreement to use and display the Ambassador's name (including nickname and stage name), image, voice, signature, face, photographs, other likenesses and biography ("Publicity Rights") in such publications, channels and means of distribution as the Organization may determine. The Organization shall use such Publicity Rights only in connection with the Brand and in a manner that is not defamatory or otherwise unlawful.

14. INTELLECTUAL PROPERTY

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15. REPRESENTATIONS AND WARRANTIES

15.1. Each Party represents that it is fully authorized to enter into this Agreement.

15.2. The performance and obligations of either Party shall not violate or infringe upon the rights of any third party.

15.3. The Ambassador represents that he/she is duly authorized and legally competent to act as an Ambassador, and that all Content created shall be original and shall not infringe any third-party rights.

16. EXCLUSIVITY

During the term of this Agreement, the Ambassador shall not represent any other company or organization of a similar or competing nature without the prior written consent of the Organization.

17. INDEMNITY

Each Party agrees to indemnify and hold harmless the other Party against any claims, losses, damages, liabilities, penalties, expenses and costs of any kind which result from the negligence, wilful misconduct or breach of this Agreement by the indemnifying Party.

18. DATA PROTECTION

Each Party shall comply with the Digital Personal Data Protection Act, 2023, and the rules framed thereunder, in respect of any personal data processed in connection with this Agreement. The Ambassador consents to the processing of his/her personal data by the Organization for the purposes of administering this Agreement, and each Party shall implement reasonable security safeguards to protect personal data in its possession.

19. FORCE MAJEURE

Neither Party shall be liable for any failure or delay in performance of its obligations (other than payment obligations already accrued) caused by events beyond its reasonable control, including acts of God, war, pandemic, governmental restrictions, fire, flood or failure of telecommunications or internet services. The affected Party shall promptly notify the other and use reasonable efforts to mitigate the effects of such event.

20. DISPUTE RESOLUTION

20.1. The Parties shall first attempt to resolve any dispute arising out of or in relation to this Agreement amicably through mutual discussion. Failing amicable settlement within 30 (thirty) days, the dispute shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996, and any statutory modification or re-enactment thereof. The arbitration shall be conducted by a sole arbitrator mutually appointed by the Parties. The seat and venue of arbitration shall be ________, and the arbitration shall be conducted in the English language. Each Party shall bear its own costs, and the fees of the arbitrator shall be borne equally.

20.2. This Agreement shall be governed by and construed in accordance with the laws of India, and the courts at ________ shall have exclusive jurisdiction, subject to the arbitration provisions above.

21. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of this Agreement, and the remaining provisions shall continue in full force and effect.

22. MISCELLANEOUS

22.1. The Ambassador is engaged as an independent contractor; no collective agreements (otherwise applicable to workmen under the Industrial Disputes Act, 1947, or the Industrial Relations Code, 2020) apply to this Agreement.

22.2. This Agreement constitutes the entire agreement and understanding between the Parties in connection with the Service and supersedes any prior agreement or understanding between them.

22.3. The Organization may hold and process, whether electronically or manually, the data it collects in relation to the Ambassador in the course of the Service for the purposes of management and administration of its business and compliance with applicable laws, and the Ambassador hereby consents to the same. The Organization or its agents may transfer, store and process such data, whether in India or elsewhere, for the above purposes, subject to applicable law.

22.4. No amendment or modification of this Agreement shall be valid unless made in writing and signed by both Parties.

22.5. No waiver of any provision shall be effective unless in writing, and no failure or delay in exercising any right shall operate as a waiver thereof.

22.6. Neither Party shall assign this Agreement without the prior written consent of the other Party.

22.7. The Ambassador acknowledges that:

22.7.1. he/she has been provided with a copy of this Agreement for review prior to signing, has reviewed it, understands its terms, purposes and effects, and has signed it only after having had the opportunity to seek clarifications and independent legal advice; that he/she has not been subjected to duress or undue influence; that this Agreement does not impose an undue hardship; and that this Agreement is reasonable and necessary to protect the legitimate business interests of the Organization;

22.7.2. if he/she violates any term of this Agreement, the Organization may suffer irreparable injury for which monetary damages would not be an adequate remedy; and

22.7.3. accordingly, the Organization shall be entitled to injunctive relief, in addition to any other remedy available at law or in equity, in the event of any such violation.

22.8. The appropriate stamp duty on this Agreement, as payable under the Indian Stamp Act, 1899, or the relevant State Stamp Act, shall be borne by ________.

23. COUNTERPARTS

This Agreement may be executed in two or more counterparts (including by electronic signature in accordance with the Information Technology Act, 2000), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on ________.

For and on behalf of ________ (Company)

Name of authorized representative: ________

Designation: ________

Date: ________

Place: ________

__________________________________

Signature

________ (Ambassador)

Date: ________

Place: ________

__________________________________

Signature

WITNESS-1

Name: ________

Address: ________

___________________________________

Signature

WITNESS-2

Name: ________

Address: ________

___________________________________

Signature

ANNEXURE - A

(Periodic Report Format)

________