Online Sponsorship Agreement - Template, Sample Form Pro · US-law

SPONSORSHIP AGREEMENT

This Sponsorship Agreement (this "Agreement") is entered into and made effective as of ________ (the "Effective Date"), by and between the following parties:

________ (the "Sponsor"), a corporation organized and existing under the laws of the State of ________, having its principal place of business at the following address:

________
Email: ________

and

________ (the "Influencer"), an individual having a primary address at the following:

________
Email: ________

The Sponsor and the Influencer may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Sponsor is the creator, owner, and/or purveyor of certain goods and/or services, defined specifically as follows: ________ (the "Goods");

WHEREAS, the Influencer maintains a significant social media presence on the following platforms: ________;

WHEREAS, the Influencer desires to display and promote certain Goods in exchange for compensation; and

WHEREAS, the Sponsor desires to provide financial and other compensation to the Influencer for displaying the Goods and encouraging others to purchase the Goods.

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:

§ 1. SPONSORSHIP

During the Term of this Agreement, as defined below, the Sponsor agrees to provide certain of the Sponsor's Goods (the "Sponsored Goods") to the Influencer so that the Influencer may display and promote such Sponsored Goods through the following channels:

________

The Sponsor agrees to provide the Sponsored Goods to the Influencer at no cost. The Influencer agrees to perform the promotional services described herein in a professional manner and in accordance with all applicable laws, regulations, and platform terms of service.

§ 2. TERM AND TERMINATION

(a) The Term of this Agreement shall begin on the Effective Date and shall continue until ________ (the "Termination Date"), unless earlier terminated as provided herein (the "Term").

(b) Either Party may terminate this Agreement prior to the Termination Date, for any reason or no reason, by providing not less than sixty (60) days' prior written notice to the other Party.

(c) Either Party may terminate this Agreement immediately upon written notice in the event of a material breach by the other Party that remains uncured for ________ days following written notice of such breach.

(d) Upon termination or expiration of this Agreement, the Influencer shall promptly cease all use of the Sponsor IP, and each Party shall return or destroy the Confidential Information of the other Party. The provisions of §§ 5, 8, 9, 10, 11, and 12 shall survive termination or expiration of this Agreement.

§ 3. EXCLUSIVITY

The Parties agree that the sponsorship described in this Agreement shall be exclusive to both Parties during the Term. The Sponsor shall not engage another influencer for the promotion of the Goods within the categories described herein, and the Influencer shall not work with any competing sponsor whose goods or services are substantially similar to the Goods, in each case during the Term and only to the extent such restriction is reasonable and enforceable under applicable law.

§ 4. SPECIFIC TERMS

The specific terms applicable to the sponsorship, including the nature, frequency, and scope of the required promotional content, are as follows:

________

§ 5. TAX MATTERS

Each Party acknowledges and agrees that each Party is solely and exclusively responsible for its own tax liabilities, including all obligations to the Internal Revenue Service and any applicable state and local taxing authorities, arising out of or in connection with this Agreement. The Influencer is an independent contractor and not an employee, agent, partner, or joint venturer of the Sponsor, and nothing in this Agreement shall be construed to create any such relationship. The Sponsor will provide any required documentation (including, where applicable, IRS Form 1099) but will not withhold funds for, or otherwise be responsible for, the Influencer's taxes.

§ 6. COMPLIANCE WITH FTC GUIDELINES

Each Party acknowledges and agrees to comply with all applicable guidelines and regulations promulgated by the Federal Trade Commission (the "FTC"), including the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255) and Section 5 of the FTC Act (15 U.S.C. § 45). The Influencer shall clearly and conspicuously disclose the material connection between the Influencer and the Sponsor in connection with all sponsored content, including that the Influencer is being paid or otherwise receives consideration for such content. All endorsements shall reflect the honest opinions and experiences of the Influencer and shall not be deceptive or misleading.

§ 7. PAYMENT

(a) The Sponsor agrees to compensate the Influencer through the following method: ________.

(b) The Influencer may be required to submit current contact information and accounting and tax documentation, including IRS Form W-8 or W-9, and banking information (such as routing and account numbers) where direct deposit is requested.

(c) Payment shall be made as follows:

________

(d) Any late payment not subject to a good-faith dispute may accrue interest at the rate of ________% per annum, or the maximum rate permitted by applicable law, whichever is less.

§ 8. INTELLECTUAL PROPERTY

(a) The Sponsor is the sole owner of all right, title, and interest in and to all of the Sponsor's intellectual property, including all logos, trademarks, trade names, patents, and copyrighted material, including without limitation web materials (the "Sponsor IP"). The Influencer is the sole owner of all right, title, and interest in and to all of the Influencer's intellectual property, including all logos, trademarks, trade names, patents, copyrighted material, and the Influencer's name, image, and likeness (the "Influencer IP").

(b) The Sponsor hereby grants the Influencer a limited, non-exclusive, non-transferable, revocable license to use the Sponsor IP solely and exclusively in connection with the terms of this Agreement. The Influencer may use the Sponsor IP to promote the Goods, refer to the sponsorship, and direct third parties to the Sponsor's online or physical properties. The Influencer shall not use the Sponsor IP in any manner suggesting that the Sponsor endorses the Influencer or the Influencer's other products or services. The Sponsor reserves the right to review and approve in advance all uses of the Sponsor IP.

(c) The Influencer hereby grants the Sponsor a limited, non-exclusive, non-transferable, revocable license to use the Influencer IP solely and exclusively in connection with the terms of this Agreement and to refer to the sponsorship.

(d) Each Party warrants that there are no encumbrances on its respective intellectual property and that no third-party rights will be violated by the grant of the limited licenses herein.

(e) The licenses granted under this Agreement shall automatically terminate upon the termination or expiration of this Agreement, and each Party shall thereupon cease all use of the other Party's licensed intellectual property.

§ 9. CONFIDENTIALITY

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§ 10. WARRANTIES AND DISCLAIMER

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§ 11. INDEMNIFICATION AND LIMITATION OF LIABILITY

(a) Each Party (the "Indemnifying Party") agrees to indemnify, defend, and hold harmless the other Party (the "Indemnified Party"), and its officers, directors, employees, agents, and representatives, from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of this Agreement, negligence, willful misconduct, or violation of any applicable law or third-party right in connection with the performance of this Agreement.

(b) The Indemnified Party shall provide the Indemnifying Party with prompt written notice of any claim for which indemnification is sought, and the Indemnifying Party shall have the right to control the defense and settlement of such claim, provided that no settlement shall be entered into without the Indemnified Party's prior written consent, which shall not be unreasonably withheld.

(c) EXCEPT FOR INDEMNIFICATION OBLIGATIONS, BREACHES OF CONFIDENTIALITY, OR INFRINGEMENT OF INTELLECTUAL PROPERTY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

§ 12. GENERAL PROVISIONS

A) LANGUAGE. All communications made or notices given pursuant to this Agreement shall be in the English language.

B) JURISDICTION, VENUE & CHOICE OF LAW. The laws of the State of ________ shall govern any matter or dispute relating to or arising out of this Agreement, without regard to its conflict of law provisions. Subject to the arbitration provision below, the Parties agree to submit to the personal jurisdiction of the state and federal courts located in ________, State of ________, and waive any objection to 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 accordance with the Commercial Arbitration Rules of the American Arbitration Association and governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.). The arbitration shall be conducted in ________, State of ________, before 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. The Parties knowingly and voluntarily waive any right to a jury trial with respect to arbitrable claims.

D) ASSIGNMENT. Neither this Agreement nor any rights granted 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 sub-part of this Agreement is held invalid or unenforceable by a court or competent arbitrator, the remaining parts and sub-parts shall be enforced to the maximum extent possible and shall continue in full force and effect.

F) NO WAIVER. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that provision or any other provision.

G) HEADINGS FOR CONVENIENCE ONLY. Headings are for convenience and organization only and shall not affect the meaning of any provision of this Agreement.

H) FORCE MAJEURE. Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, acts of civil or military authorities, riots, embargoes, epidemics, pandemics, natural disasters, and other unforeseen circumstances.

I) ELECTRONIC COMMUNICATIONS. Electronic communications, including e-mail, are permitted under this Agreement at the addresses indicated above or as otherwise notified by either Party from time to time.

J) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, and representations, whether written or oral. This Agreement may be amended only by a written instrument signed by both Parties.

K) NOTICES. All formal notices required under this Agreement shall be in writing and delivered to the addresses set forth above by personal delivery, nationally recognized overnight courier, certified mail (return receipt requested), or e-mail with confirmation of receipt.

L) COUNTERPARTS AND ELECTRONIC SIGNATURES. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures shall be deemed valid and binding pursuant to the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and applicable state law.

EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

INFLUENCER:

Printed Name: ________

Signature: ________

Date: ________

SPONSOR:

Entity Name: ________

Representative Name: ________

Representative Title: ________

Representative Signature: ________

Date: ________