Influencer Agreement - Template, Sample Form
✓ Valid in Nigeria
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INFLUENCER AGREEMENT
This Influencer Agreement is made entered into as of ________ (the "Effective Date") by and between ________, an individual of the following address:
________
(hereinafter referred to as the "Advertiser" and which expression shall where the context so admits include its successors-in-title and assigns)
AND
________, an individual of the following address:
________
(hereinafter referred to as the "Influencer" and which expression shall where the context so admits include its successors-in-title and assigns). The parties may be individually referred to as the "Party" and collectively referred to as the "Parties".
BACKGROUND
A. The Advertiser intends to advertise the Products particularly described in this Agreement, and the Advertiser acknowledges that social media is an efficient tool for advertising its Products, and desires that the Influencer promotes their Products using their social media or other digital platforms.
B. The Influencer desires to enter into this Agreement with the Advertiser to promote and sell the Advertiser's Products.
Therefore, in consideration of the mutual covenants of the Parties and other valuable consideration, (the receipt of which is hereby acknowledged), the Parties hereby agree as follows:
1. DEFINITIONS AND INTERPRETATIONS
Brand Guidelines
Brand's Intellectual Property means all the intellectual property belonging to the Advertiser and its brand, including, but not limited to the copyright to the brand's article, book, any other written work, the brand's trademark, trade name, service mark, brand name, sign, symbol, or sign legally established by use as representing the brand's business or product.
Contents includes all written posts, images, videos, and other posts formulated by the Advertiser or the Influencer for promoting the Advertiser's Products.
Intellectual Property Rights means all the collective rights the Influencer exercises over a images, logos, videos, designs, patterns, copyrights, inventions, or any Content created by the Influencer in the course of their engagement with the Advertiser.
Transaction means this Influencer Agreement between the Advertiser and the Influencer.
Material Connection means the contractual relationship between the Influencer and the Advertiser or the Advertiser's brand, such that as the Influencer acts as the Advertiser's independent contractor.
Brand Affiliates means the Advertiser's partners, subsidiary or parent company, or other group of companies or businesses that are connected or attached to the Advertiser's brand or business.
2. ENGAGEMENT
The Influencer agrees to promote and sell the following Products in exchange for compensation described in this Agreement:
________
The Influencer agrees to promote the Advertiser's Products according to the rules of the Advertiser's brand.
3. INDEPENDENT CONTRACTOR
The Influencer has been engaged to provide the services described in this Agreement as an independent contractor. Therefore, nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture, or other partnership with the Advertiser. As an independent contractor:
(I) the Influencer shall be control the manner in which the Influencer performs the work;
(II) the influencer shall be responsible for the remittance of their taxes, including personal income tax and VAT;
(III) the Influencer shall not be entitled to any employment benefit.
4. EXCLUSIVITY AGREEMENT
The Parties agreement that for the duration of this Agreement, the Influencer shall not work for any advertiser or promote any brand other than the Advertiser's Products. If the Influencer violate this clause, the Influencer shall be liable to pay the sum of ₦________ (________) to the Advertiser as penalty for the breach of contract.
The Advertiser shall also not work with any other Influencer for the purpose of promoting or selling their Products.
5. COMPENSATION
As compensation for the promotion and sale of the Advertiser's Products, the Influencer shall receive a flat fee of ₦________ (________).
6. PAYMENT TERMS
The Influencer will provide an invoice for payment. The invoice shall include the Influencer's tax identification number (TIN), description of services, fees, and payment details. The Influencer will be paid as follows:
________
7. COMPLEMENTARY PRODUCTS
In addition to the compensation described above, the Influencer shall receive the following free items:
________
8. TRAVEL
The Parties agree that the Influencer may be required to make trips to promote the Advertiser's Products. The details of the trips are as follows:
________
The Influencer shall receive such trip at no cost as the Advertiser shall be responsible for the Influencer's travel costs, including accommodation, meals, travel tickets, and other reasonable travel expenses.
9. DELIVERABLES
The Influencer to promote and sell the Advertiser's Products on the following platform(s):
________
The Influencer will deliver the following for the Advertiser:
________
The Influencer's posts will relate to the following campaign (the "Campaign"):
________
The Influencer agrees to obtain the approval of the Advertiser before posting Contents relating to the Campaign on their social media platforms.
The Influencer agrees to follow the Advertiser's specifications and the brand instructions and adhere to all the rules and regulations of the relevant social media platforms.
10. LICENCE
Subject to the terms of this Agreement, the Advertiser grants the Influencer the licence to use the Brand name, logo, and other materials provided to the Influencer (the "Brand's Intellectual Property") to promote and sell the Advertiser's Products (the "Licence").
The Influencer agrees to use the Brand's Intellectual Property solely to facilitate the sale and purchase of the Advertiser's Products (the "Purpose"). Therefore, the Influencer shall not use the Brand's Intellectual Property for any other purpose other than the Purpose described above.
The Influencer hereby acknowledges and agrees that the right granted above, is a Licence, and the Influencer shall not assign, sell, or sub-licence the Licence granted to the Influencer.
The Influencer shall not at any time, during or after the termination of this Agreement, do anything or permit any act of challenging, contesting, or invalidating the rights of the Advertiser to their Brand's Intellectual Property.
11. MATERIAL DISCLOSURES AND COMPLIANCE
This applies to the Influencer regardless of the platform the Influencer uses for the promotion.
12. TERM AND TERMINATION
This Agreement shall commence on the Effective Date and shall terminate when the social media Campaign is completed (the "Expiration Date").
Notwithstanding the above, this Agreement shall be terminated:
(I) if the Parties agree to terminate the Agreement;
(II) if the either of the Parties fail to fulfill its obligations under this Agreement, the other Party shall have the right to rescind the Agreement;
(III) if the Influencer's ceases goodwill declines;
(IV) for any other reason, which may, in the opinion of the Advertiser, affect the Influencer's ability to execute their tasks.
Notwithstanding the above, the Advertiser may terminate this Agreement with or without course.
If the Influencer fails to fulfill their obligations under this Agreement or violates any fundamental term of this Agreement or any existing law relating to this Agreement, the Advertiser shall have the right to rescind this Agreement.
If either Party decides to terminate this Agreement for any of the reasons described above, before the Expiration Date, that Party shall do so by issuing a ________ notice to the other Party stating the reason for the termination.
The Parties shall not be discharged from any outstanding obligations and duties including the payment of all outstanding fees and taxes that have become due on the date of termination and all other obligations required by this Agreement. Subject to other provisions of this Agreement, the Influencer shall upon termination of this Agreement, be entitled to all fees that have been earned but not paid, except the Influencer breaches a fundamental of this Agreement, in which case, the Influencer may forfeit their remuneration.
Upon Expiration or termination, the Influencer submits all materials, documents, or other works of intellectual property, or any tangible property belonging to the Advertiser.
13. INTELLECTUAL PROPERTY OWNERSHIP
The Influencer hereby assigns and releases all Intellectual Property Rights in all designs, formulas, inventions, patterns, copyrights, and all original works of intellectual property created under this Agreement to the Advertiser.
The Influencer also grants the Advertiser and the Brand Affiliates the royalty-free, exclusive, and unlimited licence to use and feature the Influencer's Contents and other works of intellectual property created for the Campaign on any digital, broadcast, and print media, including, but not limited to all television stations, radio, newspaper, magazine, website, YouTube, Pinterest, Facebook, Instagram, Twitter, and other social media platforms, website.
14. CONFIDENTIALITY
During the term of this Agreement and at all times thereafter, the Influencer shall keep confidential and shall not, without the prior written consent of the Advertiser, disclose to any third party any confidential information relating to the Advertiser, the Advertiser's brand, the Brand Affiliates, or the Products.
For the purpose of this Agreement, "Confidential Information" means all information, whether written, oral, electronic, or in any other form, relating to the business, operations, products, trade secrets, marketing strategies, customers, finances, and the Brand's Intellectual Property of the Advertiser that is disclosed to or obtained by the Influencer in the course of this engagement.
The Influencer agrees to use the Confidential Information solely for the purpose of performing their obligations under this Agreement and shall not use such information for their own benefit or for the benefit of any third party.
The obligation of confidentiality shall not apply to any information that:
(I) is or becomes publicly available through no fault of the Influencer;
(II) is required to be disclosed by law, court order, or any competent regulatory authority;
(III) was lawfully in the possession of the Influencer prior to its disclosure by the Advertiser.
NON-DISPARAGEMENT
The Influencer agrees not to make, publish, or communicate any statement, comment, or representation, whether written or oral, that disparages, defames, or in any way damages the reputation, goodwill, or commercial interests of the Advertiser, the Advertiser's brand, the Products, or the Brand Affiliates, during the term of this Agreement and at all times thereafter.
REPRESENTATIONS AND WARRANTIES
The Influencer represents and warrants that they have the full right, power, and authority to enter into this Agreement and to perform the obligations contained herein, and that the performance of such obligations does not conflict with any other agreement to which the Influencer is a party.
The Influencer further represents and warrants that all Contents created under this Agreement shall be original, shall not infringe the intellectual property rights of any third party, and shall comply with all applicable laws, rules, and regulations governing advertising and digital marketing.
The Advertiser represents and warrants that it owns or has the right to use the Brand's Intellectual Property licensed to the Influencer under this Agreement and that such use by the Influencer shall not infringe the rights of any third party.
15. FORCE MAJEURE
Neither party shall, before the Expiration or Termination Date, be liable for any failure to fulfill any term of this Agreement if the fulfillment has been delayed, hindered, interfered with, or prevented by force majeure, which in this Agreement, shall mean any circumstances:
(I) which is beyond a Party's control;
(II) which such Party could not have reasonably avoided or overcome; and
(III) which is not attributable to the other Party.
Without prejudice to the generality of the foregoing, force majeure shall include the following events and circumstances:
(I) war, hostilities, or invasion;
(II) rebellion, terrorism, revolution, insurrection, military or usurped power;
(III) riot, civil disorder, or other acts that may reasonably affect the ability of the Party to fulfill its obligations under this Agreement.
16. INDEMNITY
The Influencer agrees to indemnify and hold the Advertiser and the Brand's Affiliates harmless against any suit, action, damages, liabilities, expense of any kind whatsoever, loss, damage, judgement, settlements and any kind of loss that may incur as a result of the Influencer's conduct and breach of any term contained in this Agreement, which may include:
(I) the Influencer's use of the Brand's Intellectual Property;
(II) a violation of any law, rule, or regulation regulating digital marketing that is committed by the Influencer or Influencers agent;
(III) any harm or injury suffered by any third party due to the Influencer's fault;
(IV) any cost incurred by the Advertiser or the Brand's Affiliates in enforcing its rights under this Agreement, including all reasonable attorney fees.
17. MODIFICATION AND VARIATION
The Parties can modify any part of this Agreement with the express consent of the other Party. If the Parties agree to vary the entire Agreement, and a new Agreement is created to regulate the relationship of the Parties, this Agreement shall be terminated. If any part of the modified version of this Agreement becomes invalid or unenforceable, the remaining parts shall be valid.
18. ARBITRATION
The Parties agree to use their best endeavours to negotiate and settle any dispute or difference of opinion between them, arising from or connected with this Agreement amicably.
Any dispute, which cannot be mutually resolved by the parties, shall be referred to arbitration in accordance with the provisions of the following arbitration rules: Arbitration and Conciliation Act, 2004 or any statutory re-enactment or modification thereof.
The tribunal shall consist of ________ arbitrators who shall be elected in the following manner:
________
The arbitration proceedings shall be held in: ________ and conducted in English language.
Each Party shall bear their own cost and expenses in relation to the arbitration proceedings except where an award has been made by the arbitrators for cost to be borne by a particular Party.
The decision of the arbitrators shall be final and binding on all the Parties and shall be enforced by any competent court.
19. ASSIGNMENT
This Agreement shall be binding on successors of the Parties. The rights granted under this Agreement shall not be transferred, sold, assigned, sub-leased to any party without the consent of the other Party.
20. WAIVER
Any term or provision of this Agreement may be waived in writing at any time by the Party entitled to such benefit. No delay, omission, or failure to exercise or enforce any right shall be construed as a waiver or subsequently compel the strict compliance of the provision of this Agreement.
21. VARIATION
This Agreement may be amended or varied by either of the Parties and such variation must be agreed and signed by both Parties to this Agreement.
22. SEVERABILITY
If any part of this Agreement is held enforceable, the remainder of this Agreement shall continue to be in force and have effect.
23. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties and shall supersede any prior written or oral agreement made between the Parties.
24. CUMULATIVE RIGHTS
The rights of the Parties in this Agreement are cumulative and shall not be construed as exclusive except as otherwise stated by the law.
25. FURTHER ASSURANCE
The Parties shall execute and deliver all such documents and take all such actions and all steps to procure the performance of all such acts as may be necessary or incidental to give effect to the provisions of this Agreement.
26. COUNTERPARTS
This Agreement may be executed in several counterparts, all of which constitutes a single agreement between the Parties.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement this day and year first written above.
SIGNED by the within named Influencer
__________________________
________
in the presence of:
Name..................................................................................................................
Address..............................................................................................................
Occupation.........................................................................................................
Signature............................................................................................................
SIGNED by the within named Advertiser
_____________________
________
in the presence of:
Name..................................................................................................................
Address..............................................................................................................
Occupation.........................................................................................................
Signature............................................................................................................
SCHEDULE
DESCRIPTION OF SCOPE OF WORK
The Influencer shall perform the following tasks and duties for the Advertiser:
________
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