Influencer Agreement - Template, Sample Form Online Pro · US-law
✓ Valid in United States · drafted to comply with local law
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INFLUENCER MARKETING AGREEMENT
This Influencer Marketing Agreement (this "Agreement") is entered into and made effective as of ________ (the "Effective Date") by and between the following parties:
________, a ________ organized under the laws of ________ ("Advertiser"), having a primary place of business at:
________
Email: ________
and ________ ("Influencer"), having a primary address at:
________
Email: ________
Advertiser and Influencer may be referred to individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Advertiser is engaged in the marketing and sale of certain products and desires to advertise and promote such products;
WHEREAS, Influencer maintains a social media presence and audience reach that Advertiser believes to be valuable for the advertising, promotion, and sale of such products;
WHEREAS, the Parties desire to enter into an agreement whereby Influencer will promote and assist in the sale of Advertiser's products as described herein; and
WHEREAS, the Parties wish to set forth in writing the terms and conditions governing their relationship.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 — SCOPE OF AGREEMENT
1.1 Influencer agrees to promote and assist in the sale of the following products of Advertiser (the "Products"), more particularly described as follows:
________
1.2 Influencer agrees to perform the promotion and sale of the Products in exchange for the Fees described in Article 6, and otherwise in accordance with the terms of this Agreement.
ARTICLE 2 — INDEPENDENT CONTRACTOR; NO EMPLOYMENT RELATIONSHIP
2.1 Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, fiduciary, or employment relationship between the Parties. Influencer is, and shall at all times remain, an independent contractor.
2.2 Influencer is solely responsible for all federal, state, and local tax liabilities arising from compensation received hereunder, including self-employment taxes. Advertiser shall not withhold any taxes, social security contributions, or other amounts from any Fees payable to Influencer, and shall report such payments as required by applicable law, including the issuance of an IRS Form 1099 where applicable.
2.3 Influencer shall have no authority to bind or incur any obligation on behalf of Advertiser, and shall not represent itself as having such authority.
ARTICLE 3 — TERM & TERMINATION
3.1 This Agreement shall commence on the Effective Date and shall terminate automatically upon completion of the Campaign described in Article 5 (the "Termination Date"), unless earlier terminated in accordance with this Article 3.
3.2 Either Party may terminate this Agreement upon written notice to the other Party:
a) if the other Party commits a material breach of any term of this Agreement that is incapable of being remedied, or that is capable of being remedied but is not cured within fourteen (14) days after written notice describing the breach; or
b) if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or is otherwise unable to perform its duties hereunder, including any duty to pay or perform.
3.3 Advertiser may terminate this Agreement at any time, with or without cause, upon ________ days' written notice to Influencer.
3.4 Advertiser specifically reserves the right to terminate this Agreement immediately if Influencer violates any term of this Agreement, including, without limitation, infringing the intellectual property rights of Advertiser or any third party, failing to comply with applicable laws or other legal obligations, or publishing or distributing unlawful material.
3.5 If this Agreement is terminated prior to the Termination Date, Advertiser shall pay Influencer all Fees earned but unpaid as of the date of termination, except that if Advertiser terminates for breach by Influencer, Influencer forfeits all rights to any unclaimed or unpaid Fees to the extent permitted by applicable law.
3.6 Any provision of this Agreement that by its nature is intended to survive termination shall survive and remain in full force and effect, including, without limitation, Articles 10, 13, 14, 15, and 16.
ARTICLE 4 — EXCLUSIVITY
4.1 The Parties agree that this Agreement establishes an exclusive relationship between Advertiser and Influencer during the Term. Throughout the Term, Influencer shall not enter into any promotional or advertising arrangement with any competitor of Advertiser identified as follows: ________. Upon termination of this Agreement, the exclusive relationship between the Parties shall end.
4.2 The Parties agree that actual damages resulting from a breach of this Article 4 would be difficult to ascertain, and accordingly, in the event of such breach by Influencer, Influencer shall pay Advertiser liquidated damages, and not as a penalty, in the amount of $________ (________), which the Parties agree represents a reasonable estimate of the anticipated harm.
ARTICLE 5 — PROMOTION AND SALE; DELIVERABLES
5.1 Advertiser and Influencer agree that Influencer shall post on the following platforms:
________
5.2 On the foregoing platforms, the Parties agree to the following deliverables and terms (the "Deliverables"):
- Post quantity: ________ posts per day;
- Posts must remain published for the following period: ________;
- All posts must be approved in writing by Advertiser prior to going live.
5.3 Influencer shall post as part of the following campaign (the "Campaign"):
________
5.4 The Campaign shall begin on ________ and shall end on ________.
ARTICLE 6 — FEES
6.1 In consideration of Influencer's promotion and sale of the Products, Advertiser shall pay Influencer the fees set forth in this Article 6 (the "Fees"). Specifically, Influencer shall be paid one flat rate of $________ (________).
6.2 Advertiser shall provide Influencer with one or more tracking links and/or promotional codes corresponding to the Products (collectively, the "Link"). The Link shall be keyed to Influencer's identity and shall direct online users to Advertiser's website(s).
6.3 For each completed sale of a Product that originates from a customer's use of the Link, Influencer shall be eligible to receive the following percentage of the net sale amount: ________% (________ percent).
ARTICLE 7 — PAYMENT
7.1 Influencer shall provide Advertiser with current address information, accounting information, and tax documentation. Influencer shall submit a completed IRS Form W-9 (or, if a non-U.S. person, an applicable IRS Form W-8) to Advertiser prior to receiving any payment. Accounting information may include bank routing and account numbers for direct deposit or an email address for an approved electronic payment method.
7.2 Influencer shall notify Advertiser promptly of any change in address or account information.
7.3 Influencer shall be paid as follows:
________
ARTICLE 8 — PRODUCTS
8.1 Advertiser shall provide Influencer with the following Products at no cost, to assist in Influencer's promotional activities:
________
8.2 Influencer agrees to promote these Products to Influencer's audience in accordance with this Agreement and applicable law, including the disclosure obligations set forth in Article 12.
ARTICLE 9 — TRIP
9.1 Advertiser shall provide Influencer, at no cost, with the following trip:
________
9.2 Influencer agrees to promote this trip in accordance with this Agreement and applicable law, including the disclosure obligations set forth in Article 12. Influencer acknowledges that the value of any trip and free Products may constitute taxable income for which Influencer is solely responsible.
ARTICLE 10 — INTELLECTUAL PROPERTY
10.1 Each Party agrees that all intellectual property, including copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the respective Parties, shall remain owned by the respective Party. No transfer of ownership of intellectual property shall occur under this Agreement.
10.2 Subject to the limitations set forth herein, each Party grants the other a non-exclusive, non-transferable, revocable, royalty-free license to use its intellectual property solely and exclusively in connection with this Agreement. Neither Party may modify the other Party's intellectual property. Specifically, Advertiser grants Influencer a license to use Advertiser's brand name and, if applicable, logo, as follows:
________
10.3 Influencer hereby grants Advertiser a non-exclusive, royalty-free, worldwide license to use, reproduce, display, and distribute the content created by Influencer under this Agreement for Advertiser's marketing and promotional purposes for the period of ________.
10.4 Either Party may revoke its license at any time, including upon any misuse of intellectual property. The licenses granted under this Article shall otherwise terminate upon the expiration or termination of this Agreement, except as provided in Section 10.3.
10.5 Unauthorized use of any Party's intellectual property shall constitute unlawful infringement, and each Party reserves all rights and remedies available at law and in equity, including the right to pursue an infringement action in federal court.
ARTICLE 11 — COMMUNICATION
11.1 Influencer agrees to maintain open communication with Advertiser, including promptly responding to calls, messages, and emails. Influencer shall respond to all communications no later than forty-eight (48) hours after receipt.
ARTICLE 12 — COMPLIANCE
12.1 Influencer warrants and agrees to maintain full compliance with all applicable laws, including the Federal Trade Commission Act (15 U.S.C. § 41 et seq.) and the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255), as well as the published terms of service of each platform on which content is posted.
12.2 Influencer shall clearly and conspicuously disclose its material connection to Advertiser in each post, including by use of appropriate disclosures such as "#sponsored," "#ad," or "#advertisement," and, where applicable, by including required disclosure statements and marking posts as a "Paid Partnership." Advertiser recommends that Influencer seek independent legal counsel regarding specific compliance obligations.
ARTICLE 13 — CONFIDENTIALITY
a) Each Party agrees to hold the other Party's Confidential Information in strict confidence and not to disclose, reproduce, or use such Confidential Information for any purpose other than performance of this Agreement, without the prior written consent of the disclosing Party.
c) The obligations of confidentiality under this Article shall survive the termination or expiration of this Agreement and shall remain in full force and effect for so long as the Confidential Information remains confidential, and indefinitely with respect to trade secrets.
d) Upon termination of this Agreement or upon request of the disclosing Party, the receiving Party shall promptly return or destroy all Confidential Information in its possession, including all copies thereof.
e) Each Party acknowledges that any breach of this Article may cause irreparable harm for which monetary damages may be inadequate, and that the disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.
f) Nothing in this Agreement prohibits the disclosure of a trade secret in confidence to a government official or attorney solely for the purpose of reporting or investigating a suspected violation of law, as provided under the Defend Trade Secrets Act, 18 U.S.C. § 1833(b).
13.2 This Article shall apply to the Parties and their respective employees, agents, contractors, and representatives, each of whom shall be bound by the obligations set forth herein.
ARTICLE 14 — REPRESENTATIONS AND WARRANTIES
14.1 Influencer warrants and represents that all content created and published under this Agreement shall be original to Influencer or properly licensed, and shall not infringe upon the intellectual property rights, privacy rights, or any other rights of any third party. Influencer further warrants that all content shall comply with applicable laws and the terms of service of the platforms on which it is posted.
14.2 Each Party warrants and represents that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder, and that the execution of this Agreement does not and will not conflict with any other agreement or obligation to which it is a party.
14.3 EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, AND EACH PARTY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
ARTICLE 15 — INDEMNIFICATION; LIMITATION OF LIABILITY
15.1 Influencer agrees to defend, indemnify, and hold harmless Advertiser and its officers, directors, employees, and agents against any and all claims, damages, liabilities, losses, and expenses, including reasonable attorneys' fees, arising from or relating to Influencer's conduct, content, breach of this Agreement, or violation of any law or third-party right. Advertiser shall be entitled to select its own legal counsel and to participate in its own defense.
15.2 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR INFRINGEMENT OF INTELLECTUAL PROPERTY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT.
ARTICLE 16 — GENERAL PROVISIONS
a) LANGUAGE: All communications and notices made or given pursuant to this Agreement shall be in the English language.
b) JURISDICTION, VENUE & CHOICE OF LAW: This Agreement and any matter or dispute relating to or arising out of it shall be governed by and construed in accordance with the laws of the State of ________, without regard to its conflict of law provisions. Subject to subpart (c) below, the Parties submit to the exclusive personal jurisdiction and venue of the state and federal courts located in ________ County, ________. The Parties waive any objection to such venue, including any assertion of the doctrine of forum non conveniens.
c) ARBITRATION: In the event of a dispute relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If such efforts fail, the dispute shall be submitted to binding arbitration administered in ________ County, ________, in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. The arbitration shall be conducted by a single arbitrator, who shall have no authority to add parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable federal law and the law of the State of ________. Each Party shall bear its own costs and fees. Claims subject to arbitration include contract claims, tort claims, and claims under federal, state, and local law. Intellectual property claims and requests for injunctive relief shall be excepted from this subpart and may be litigated. The Parties waive any right to a jury trial with respect to arbitrable claims.
d) ASSIGNMENT: Neither this Agreement nor any rights or obligations hereunder may be assigned, sold, leased, or otherwise transferred, in whole or in part, by either Party without the prior written consent of the other Party.
e) SEVERABILITY: If any part or subpart of this Agreement is held invalid or unenforceable by a court of competent jurisdiction or arbitrator, the remaining parts and subparts shall be enforced to the maximum extent permitted by law, and the remainder of this Agreement shall continue in full force and effect.
f) NO WAIVER: The failure of any Party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.
g) HEADINGS: Headings of articles and subparts are for convenience and organization only and shall not affect the meaning of any provision.
h) FORCE MAJEURE: Neither Party shall be liable for any failure to perform due to causes beyond its reasonable control, including acts of God, acts of civil or military authorities, riots, embargoes, epidemics, natural disasters, and other unforeseen circumstances.
i) ELECTRONIC COMMUNICATIONS AND SIGNATURES: Electronic communications, including email and facsimile, are permitted under this Agreement. The Parties agree that this Agreement may be executed by electronic signature, which shall have the same force and effect as an original signature pursuant to the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and applicable state law.
j) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, representations, and agreements, whether written or oral. This Agreement may be amended only by a writing signed by both Parties.
k) NOTICES: All notices required under this Agreement shall be in writing and delivered to the addresses or email addresses set forth above, or to such other address as a Party may designate in writing.
l) COUNTERPARTS: 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.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
ADVERTISER
Name: ________
Title: ________
Signature: _________________________
Date: _____________________________
INFLUENCER
Name: ________
Signature: _________________________
Date: _____________________________
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