Endorsement Agreement - Template, Sample Form Online Pro · US-law
✓ Valid in United States · drafted to comply with local law
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ENDORSEMENT AGREEMENT
State of ________
This Endorsement Agreement (the “Agreement”) is made and entered into effective as of ________ (the “Effective Date”), by and between the following endorser (the “Endorser”):
________
of
________
and the following brand (the “Brand”):
________
of
________
The Endorser and the Brand are referred to herein individually as a “Party” and collectively as the “Parties.”
RECITALS
A. WHEREAS, the Endorser is well known in the following field: ________, and the Endorser’s name, likeness, reputation, and endorsement have commercial value to the Brand; and
B. WHEREAS, the Brand desires to obtain the right to use the name, likeness, and endorsement of the Endorser in connection with the advertisement and promotion of the products and/or services of the Brand, namely the following:
________ (the “Product/Service”); and
C. WHEREAS, the Endorser is willing to provide such endorsement and related services to the Brand upon the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Endorser and the Brand agree as follows:
§ I. APPOINTMENT.
1. The Brand seeks the Endorser’s assistance in offering, promoting, and selling the Brand’s Product/Service.
2. The Brand hereby appoints the Endorser, on a non-employee, independent contractor basis, to endorse and promote the Product/Service to the target audience, and the Endorser hereby accepts such appointment, subject to the terms and conditions of this Agreement.
§ II. TERM.
3. This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with the provisions hereof, shall terminate automatically on ________.
§ III. SCOPE OF SERVICES.
4. In connection with this Agreement, the Endorser agrees to perform the following services (collectively, the “Services”):
a. The Endorser authorizes and grants to the Brand the exclusive right, license, and interest to use the Endorser’s endorsement, name, likeness, and identifying information in respect of the marketing, promotion, advertising, and sale of the Product/Service.
b. Throughout the term of this Agreement, the Endorser shall not grant the right to use the Endorser’s name, autograph, signature, likeness, nickname, voice, or any other identifying image or information to any other company, individual, manufacturer, or retailer of the same or substantially similar product/service as the Product/Service.
c. The Endorser shall not endorse or sponsor any other product or service made or sold by any other company, individual, manufacturer, or retailer that is the same or substantially similar to the Product/Service.
d. The Endorser shall not serve as an endorser of any other company, individual, manufacturer, or retailer that sells the same or substantially similar product/service as the Product/Service.
e. The Endorser shall make the required social media posts in promotion of the Product/Service as described below:
________
f. The Endorser shall make the required in-person appearances in promotion of the Product/Service as described below:
________
g. The Endorser shall appear in print, radio, or television commercials and advertisements in promotion of the Product/Service as described below:
________
h. Should the Endorser participate in any Brand-sponsored television commercials, print media, or other photography sessions, the Endorser shall wear such accessories or clothing items as the Brand reasonably deems necessary for the marketing, promotion, advertising, and sale of the Product/Service.
§ IV. INTELLECTUAL PROPERTY AND RIGHTS OF PUBLICITY.
5. The Endorser grants to the Brand a non-transferable license to use the Endorser’s name, likeness, image, voice, and endorsement solely in connection with the marketing, promotion, advertising, and sale of the Product/Service during the term of this Agreement and within the territory of ________. All goodwill arising from such use shall inure to the benefit of the Brand, and all trademarks, logos, and proprietary materials of the Brand shall remain the sole and exclusive property of the Brand.
6. The Brand shall not alter, distort, or use the Endorser’s name or likeness in any manner that materially misrepresents the Endorser or that the Endorser has not approved in writing, such approval not to be unreasonably withheld or delayed.
§ V. CONFIDENTIALITY.
7. The Endorser and any of the Endorser’s employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Endorser, or divulge, disclose, or communicate in any manner any information that is proprietary to the Brand. The Endorser and the Endorser’s employees, agents, and representatives, if any, will protect such information and treat it as strictly confidential.
8. This provision shall continue to be effective after the termination of this Agreement.
9. Upon termination of this Agreement, the Endorser will return to the Brand all records, notes, documentation, equipment, and other items that were used, created, or controlled by the Brand during the term of this Agreement.
§ VI. PAYMENT FOR SERVICES.
10. The Brand will pay the Endorser weekly in the amount of $________ (________).
11. The Endorser may spend a maximum of the following number of hours on Services provided to the Brand per week: ________.
12. For any payment that is not paid within ten (10) days of its due date, the Brand shall pay a late fee of $________ (________), to the extent permitted by applicable law.
§ VII. INDEMNIFICATION.
14. The Brand will have the right to select counsel to defend the Endorser against any and all such claims, demands, or causes of action, subject only to the Endorser’s reasonable right of approval of any counsel before the Brand will incur any liability to indemnify and reimburse the Endorser for fees payable to such counsel.
15. This indemnification will survive termination of this Agreement.
§ VIII. TERMINATION.
16. Either Party may terminate this Agreement upon written notice to the other Party in the event of a material breach of any term or condition of this Agreement, provided that the breaching Party has failed to cure such breach within thirty (30) days of receipt of written notice of the breach.
17. The Brand may terminate this Agreement immediately upon written notice to the Endorser in the event that the Endorser engages in any conduct that brings the Endorser into public disrepute, contempt, scandal, or ridicule, or that reflects unfavorably upon the reputation or goodwill of the Brand or its Product/Service.
18. Upon termination of this Agreement for any reason, the Endorser shall immediately cease any and all use of the Brand’s name, trademarks, logos, and other proprietary materials, and the Brand shall cease any and all use of the Endorser’s name, likeness, and endorsement, except as otherwise provided herein.
19. Termination of this Agreement shall not relieve either Party of any obligations accrued prior to the effective date of termination, including any payment obligations owed to the other Party.
20. The provisions of this Agreement which by their nature are intended to survive termination shall survive the termination of this Agreement.
§ IX. INDEPENDENT CONTRACTOR.
21. It is understood and agreed that the Endorser is and shall remain an independent contractor and is not and shall not be deemed an employee, agent, partner, or joint venturer of the Brand for any purpose.
22. The Endorser shall be solely responsible for the payment of all taxes, including but not limited to federal, state, and local income taxes, self-employment taxes, social security, and other applicable taxes arising from the compensation paid under this Agreement, and the Brand shall not withhold any such taxes on the Endorser’s behalf. The Brand shall report compensation paid hereunder as required by applicable law, including the issuance of an IRS Form 1099 where applicable.
23. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, or any other relationship other than that of independent parties contracting for the performance of services, and the Endorser shall have no authority to bind or obligate the Brand in any manner whatsoever.
§ X. FORCE MAJEURE.
24. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either Party’s reasonable control (“Force Majeure”), and if the Party unable to carry out its obligations gives the other Party prompt written notice of such event, then the obligations of the Party invoking this provision shall be suspended to the extent necessary by such event.
25. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, national emergencies, epidemics, pandemics, governmental orders or restrictions, insurrections, riots, wars, strikes, lock-outs, or work stoppages.
26. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or cease.
27. An act or omission shall be deemed within the reasonable control of a Party if committed, omitted, or caused by such Party, or its employees, officers, agents, or affiliates.
§ XI. ASSIGNMENT.
28. The Endorser may not assign or delegate any of the Endorser’s rights or obligations under this Agreement without the prior written consent of the Brand, the Services being personal in nature. The Brand may assign this Agreement to any affiliate or successor in interest, including in connection with a merger, acquisition, or sale of all or substantially all of its assets.
§ XII. ENTIRE AGREEMENT.
29. This Agreement contains the entire agreement of the Parties, and there are no other promises or conditions in any other agreement, whether oral or written, concerning the subject matter of this Agreement.
30. This Agreement supersedes any prior written or oral agreements between the Parties.
§ XIII. SEVERABILITY.
31. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable.
32. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
§ XIV. AMENDMENT.
33. This Agreement may be modified or amended only in a writing signed by both Parties.
§ XV. GOVERNING LAW AND VENUE.
34. This Agreement shall be governed by and construed in accordance with the laws of the State of ________, without regard to its conflict of laws principles.
35. The Parties agree that any dispute arising under or in connection with this Agreement shall be brought exclusively in the state or federal courts located in ________, and each Party irrevocably consents to the personal jurisdiction and venue of such courts.
§ XVI. NOTICE.
36. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, or by nationally recognized overnight courier, to the address set forth in the opening paragraph of this Agreement or to such other address as one Party may have furnished to the other in writing.
§ XVII. WAIVER OF CONTRACTUAL RIGHTS.
37. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
§ XVIII. COUNTERPARTS.
38. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means or facsimile shall be deemed valid and binding.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below:
_________________________
________, Endorser
Date: ________
_________________________
________, Brand
By: ________
Title: ________
Date: ________
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