Influencer Agreement - Template, Sample Form Online Pro · UK-law

INFLUENCER SERVICES AGREEMENT

BETWEEN:

________

- and -

________

DATED:

________

(the "Agreement")

1. THE PARTIES

A. The Brand Owner

The Company: ________, a company incorporated in England and Wales under company number ________.

with the registered office address of:

________

B. The Influencer

________

of the address:

________

(each a "Party" and together the "Parties").

2. BACKGROUND

A. The Brand Owner owns and operates the Brand.

B. The Influencer is:

________

C. The Parties have agreed that the Influencer shall be engaged as an independent contractor to provide the Services in order to promote the Brand, on the terms and conditions set out in this Agreement.

3. AGREED DEFINITIONS

The Parties agree that the following meanings and definitions shall apply throughout this Agreement, as set out in this 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 means the goods which are sold or hired to consumers and which 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 the Services under this 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 this 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 performers' rights of the Influencer within the meaning of Parts I and II of the Copyright, Designs and Patents 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 derogatory treatment of any content and the right not to suffer false attribution of any content.

G. Project

Project means 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 means 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 Posting Deadline is ________ at ________ and means 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 means 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 means any and all information which is available from the Platforms in respect of the engagement, comments, views, feedback and statistics in relation to the Influencer Content.

L. Expenses

Expenses means any evidenced expenses of not more than £________ (________) which have been reasonably incurred by the Influencer in the performance of the Services under this Agreement.

M. Personal Data

Personal Data has the meaning given to it in the Data Protection Act 2018 and the UK General Data Protection Regulation (Regulation (EU) 2016/679 as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018) ("UK GDPR").

N. Data Protection Laws

Data Protection Laws means the Data Protection Act 2018, the UK GDPR and the Privacy and Electronic Communications (EC Directive) Regulations 2003, together with all other applicable laws and regulations relating to the processing of personal data and privacy.

O. Intellectual Property / Intellectual Property Rights

Intellectual Property means any registered or unregistered asset, concept or idea created by the Party concerned, including but not limited to all copyrights, patents, names, designs and trade marks, trade secrets, invention rights and design rights. Intellectual Property Rights means the rights held by the Party concerned in respect of Intellectual Property.

P. Industry Requirements

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Q. Direct Competitor

Direct Competitor means any business (whether an individual, company, partnership or other organisation) or brand which is a direct competitor of the Brand Owner. This shall specifically 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 holidays.

S. Business Day

Business Day means the days of Monday to Friday (excluding bank holidays in England and Wales) 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 (including negligence), for breach of statutory duty, or otherwise, which arises directly or indirectly as a result of or in connection with this Agreement.

4. TERMS OF AGREEMENT

A. Commencement and Duration

(I). This Agreement shall commence on ________ (the "Effective Date").

(II). This Agreement shall remain in force for a period of ________ from the Effective Date, and shall terminate automatically on expiry of that period (the "Term"), unless terminated earlier in accordance with its provisions.

(III). This Agreement may be terminated earlier than the expiry of the Term in accordance with the other provisions contained within this Agreement.

B. Engagement

(I). The Brand Owner engages the Services of the Influencer on the terms of this Agreement.

(II). In consideration of the Influencer performing the Services, the Influencer shall be remunerated in accordance with the terms of Section 4.D below.

(III). The Influencer is engaged as an independent contractor. Nothing in this Agreement shall constitute a partnership, joint venture, agency relationship or contract of employment between the Parties. The Influencer shall be solely responsible for accounting to HM Revenue & Customs for any income tax and National Insurance contributions arising from the Fixed Fee and Expenses.

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 set out in Schedule 1.

(II). The Influencer shall carry out the Services in accordance with the Project instructions and shall, by 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 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 no longer 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;

(b). all brand guidelines issued by the Brand Owner; and

(c). all Industry Requirements applicable to the Services.

(VIII). In performing the Services, the Influencer shall ensure that the commercial nature of the Influencer Content is clearly and prominently disclosed in accordance with the CAP Code and the Consumer Protection from Unfair Trading Regulations 2008, including by use of any Platform-specific labelling function (for example #ad or #advertisement) and shall ensure such disclosure is unambiguous.

(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 belonging to a third party, save 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, upon the Brand Owner's request, provide information relating to Engagement and Analytics in respect of any Influencer Content.

D. Remuneration and Expenses

(I). The Influencer shall be remunerated by the Brand Owner for the performance of the Services by payment of a fixed fee (the "Fixed Fee").

(II). The total Fixed Fee shall be the sum of £________ (________).

(III). The Fixed Fee shall become due once the approved Influencer Content is posted online on the specified Platforms on the Posting Deadline.

(IV). The Fixed Fee is exclusive of 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). 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 lawfully required, to the Brand Owner once the Fixed Fee becomes due.

(VIII). Payment shall be made via: ________.

(IX). The Brand Owner shall pay each valid invoice within ________ Calendar Days of receipt. Without prejudice to any other right or remedy, the Influencer reserves the right to claim interest and statutory compensation in respect of late payment under the Late Payment of Commercial Debts (Interest) Act 1998.

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 under this Agreement shall not infringe the rights of any third party;

(c). any Brand Materials provided to the Influencer under this Agreement will meet all applicable legal and regulatory requirements and advertising codes;

(d). any Brand Materials provided to the Influencer under this Agreement will be suitable for use in accordance with the standards of the relevant Platform;

(e). all Brand Products endorsed and used by the Influencer through the performance of the Services shall be insured for the duration of the Term against any losses which may reasonably arise through a claim or action.

(II). The Brand Owner shall indemnify 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 of the warranties contained in 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 perform the Services in accordance with the Industry Requirements;

(c). they shall perform the Services in accordance with the requirements of the Data Protection Laws;

(d). the Influencer Image Rights do not infringe the Intellectual Property Rights of any third party;

(e). they shall 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 use any technology or make any payment intended to artificially increase the number of followers they have on any Platform used;

(g). they shall not use any technology or make any payment intended to artificially increase the popularity or engagement with any Influencer Content posted online under this Agreement;

(h). they shall not make any statement which is derogatory to the Brand or which may reasonably be considered to bring the Brand or its reputation into disrepute;

(i). they shall 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 shall indemnify 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 of the warranties contained in 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, royalty-free licence to use the Intellectual Property Rights subsisting within the Brand Materials and any other Intellectual Property Rights belonging to the Brand, where these have been provided to the Influencer by the Brand Owner, and only to the extent necessary for the Influencer to perform the Services and create the Influencer Content.

(II). The Influencer may during and after the Term, and subject to all other terms of 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 removed at the Brand Owner's request, any such Influencer Content is only shared in a private format which may be viewed solely by the potential client in question.

(III). The Brand Owner retains ownership of and title to all Intellectual Property Rights subsisting within the Brand Materials, the Brand Products and the Brand in general.

(IV). The Influencer acquires no further rights or title to the Brand Owner's Intellectual Property, save for those rights granted under this Section 4.F.

(V). For the duration of the Term, the Influencer grants to the Brand Owner an exclusive, worldwide, royalty-free 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 of this Agreement, use any Influencer Content 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 non-exclusive, worldwide, royalty-free 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 ownership of and title to all Intellectual Property Rights subsisting within the Influencer Content and the Influencer Image Rights.

(X). To the extent permitted by law, the Influencer unconditionally and irrevocably waives the benefit of all Influencer Moral and Performer Rights in the Influencer Content.

(XI). The Brand Owner acquires no further rights or title to the Influencer's Intellectual Property, save for those rights granted under this Section 4.F.

G. Data Protection

(I). Each Party shall comply with all applicable requirements of the Data Protection Laws in connection with the performance of this Agreement.

(II). Where either Party processes Personal Data on behalf of the other Party in connection with the Services, the Parties shall, prior to such processing, enter into such written terms as are required by Article 28 of the UK GDPR.

(III). The Influencer shall not feature, publish or otherwise process the Personal Data of any third party in the Influencer Content without a valid lawful basis under the Data Protection Laws and, where required, the documented consent of the data subject.

H. Liability

(I). The extent of the Parties' liability is set out within this Section 4.H.

Capped liabilities

(II). Subject to the remainder of this Section 4.H, the total aggregate liability of each Party under this Agreement shall not exceed the sum of £________ (________) (the "Limitations").

Categories of loss excluded

(III). Subject to the remainder of this Section 4.H, neither Party shall have liability to the other for any indirect or consequential loss.

(IV). Subject to the remainder of this Section 4.H, neither Party 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 Exclusions shall not apply, and nothing in this Agreement shall limit or exclude any liability of the Parties, where:

(a). the liability is for death or personal injury arising from negligence;

(b). the liability is for fraud or fraudulent misrepresentation;

(c). the liability arises from the deliberate default of either Party; or

(d). the liability is for any other loss which cannot lawfully be excluded or limited.

(VI). The Limitations and 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 in Clause 4.E.(IV).

I. Termination

(I). This Agreement may be terminated with immediate effect (without affecting any other rights or remedies) by either Party giving Notice to the other Party if the other Party commits a material breach of any term of this Agreement which is not remediable.

(II). This Agreement may be terminated with immediate effect (without affecting any other rights or remedies) by either Party giving Notice to the other Party where the other Party commits a material breach of any term of 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 receipt.

(III). Without affecting any other right or remedy, either Party may terminate this Agreement with immediate effect by giving Notice to the other Party if the other Party becomes insolvent, is unable to pay its debts as they fall due, enters into any arrangement with its creditors, or has an administrator, administrative receiver or liquidator appointed over the whole or any part of its assets.

(IV). On termination or expiry of this Agreement (howsoever caused) neither Party shall have any further rights or obligations under this Agreement, save that:

(a). all rights and obligations which have accrued prior to termination or expiry shall continue; and

(b). any clause which by its nature and purpose is intended to survive termination shall continue in force.

(V). On termination or expiry of this 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 that other Party within 14 Calendar Days.

J. Force Majeure

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(II). The time for performance of the affected obligations shall be extended for the duration of the Force Majeure Event.

(III). The Party affected by a Force Majeure Event shall, as soon as reasonably practicable, notify the other Party in writing of the nature and extent of the Force Majeure Event and shall use all reasonable endeavours to mitigate its effects.

(IV). If the Force Majeure Event continues for a period of more than 30 Calendar Days, either Party may terminate this Agreement by giving Notice to the other Party.

K. Confidentiality

(I). "Confidential Information" in this Section 4.K means 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.K.(IV) below, neither Party shall at any time during or after the Term disclose to any person Confidential Information belonging to the other Party.

(IV). Each Party may disclose Confidential Information where:

(a). this is required by law, by any governmental or regulatory authority, or by a court of competent jurisdiction;

(b). written consent has been provided by the other Party; or

(c). the disclosure is to an employee, contractor or representative of that Party and is necessary for the purpose of performing its obligations under this Agreement.

L. Notices

(I). The provisions of this Section 4.L do not apply to the service of legal proceedings or any documents in any legal action or any method of dispute resolution.

(II). Any Notice given 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 Royal Mail Signed For First Class post to the relevant address for service.

(IV). Notices shall be deemed to be received:

(a). on signature of 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 this Section 4.L, and any such change shall be effective from the date of service.

M. Assignment

(I). Neither Party may assign, transfer, charge, sub-contract or otherwise deal with any or all of its rights and obligations under this Agreement without the prior written consent of the other Party.

(II). Any purported assignment or transfer made in breach of this Section 4.M shall be void and of no effect.

N. Entire Agreement

(I). This Agreement constitutes the entire agreement between the Parties and supersedes all previous agreements, arrangements, understandings, representations and negotiations, whether written or oral, between the Parties relating to its subject matter.

(II). Each Party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this Agreement.

(III). No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of both Parties.

O. 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 explicitly given in writing and signed by the relevant Party.

P. Severance

(I). If any provision or part-provision of this Agreement is or becomes invalid or unenforceable, it shall be treated as deleted from this Agreement, but the deletion shall not affect the validity or enforceability of the remainder of this Agreement.

(II). If, in accordance with this Section 4.P, any provision or part-provision is deleted, the Parties shall negotiate in good faith regarding any replacement provision.

Q. Third Party Rights

A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

R. Dispute Resolution

The Parties shall use all reasonable endeavours to resolve any dispute arising out of or in connection with this Agreement through good faith negotiation and, where appropriate, mediation, before commencing court proceedings. Nothing in this Section shall prevent either Party from seeking urgent interim or injunctive relief.

S. Governing Law

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of England and Wales.

T. Jurisdiction

Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter.

U. Signature of the Parties

This Agreement has been agreed by the Parties and executed as a simple contract 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 the 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 4.C of the Agreement:

Signed by ________ (________) for and on behalf of ________

Signature:

_________________________

Dated:

________