Template | Paid Influencer Partnership Agreement

Process Owner: Lizzie Boudreau

Last Updated: December 2023

SOP Linked: HERE

This Influencer Agreement (the "Agreement") is made and entered into on (Todays Date) by and between Influencer (“Influencer” or “you”), and Client Name (“Brand”) Power Digital Marketing (“Agency”), located at 2251 San Diego Avenue, San Diego, CA 92110 , regarding Influencer’s services and grant of rights in accordance with the terms set forth below. The parties agree as follows:

1. Definitions. As used in this Agreement:

a. “Provided Content” means creative content, which may include images, photographs, videos, reviews, messages, social media posts, and commentary created by Influencer under this Agreement.

b. “Brand Content” means content including any photographs, images, video, b-roll and behind-the-scenes footage taken by or on behalf of the Brand in connection with Influencer’s Services under this Agreement.

2. Services. Influencer shall provide the services as set forth in Exhibit 1 (the “Services”). Influencer will at all times act in accordance with the Code of Conduct, Review and Disclosure Guides, and Applicable Laws (as they are each defined in this Agreement), as well as the terms of this Agreement and any other related documentation that Brand may provide to Influencer.

3. Term. The term of this Agreement begins on the date hereof and ends on the later of January 1st, 2022, or complete delivery of the services described in Exhibit 1 (the “Term”), unless otherwise terminated as set forth herein. Brand shall have the right to use content created during the Term for the period from January 2022 - January 2023 (“Usage Term”).

4. Grant of Rights.

a. License and Permissions. Influencer hereby grants Brand and its affiliates an irrevocable, worldwide, royalty free, non-exclusive, license during the Usage Term to publicly display, distribute, sub-license, modify, and use in whole or in part the Provided Content as well as Influencer's name, likeness, voice, screen name or social media name or moniker used to post the Provided Content or incorporated in the Brand Content on Brand’s owned and operated social media channels without further approval or compensation to Influencer or any third party. It is understood and agreed that any Provided Content or materials incorporated into the Brand Content appearing in social media may be retained, reposted or otherwise used by third parties and may be available and accessible online through third party websites and/or social media after the Usage Term; such usage shall not give rise to a claim against Brand and Brand shall not have any obligation to monitor, request, require removal, or cessation of any such availability of or accessibility to the Provided Content, provided that the Provided Content and the Brand Content is not repurposed by the Brand following the expiry of the Usage Term.

b. Third-Party Rights. To the extent that Influencer does not control all of the foregoing rights to any element of the Provided Content, Influencer represents and warrant that Influencer has obtained written documentation of all necessary consents, waivers and releases to permit the use of such elements, and to grant the rights set forth herein to the Brand. If minors are involved, Influencer represents and warrants that Influencer has obtained the above-mentioned consents, waivers or releases from the minor’s parent or legal guardian. Influencer agrees that, upon request from Brand, Influencer will provide evidence of such consents, waivers, and releases to Brand in the form acceptable to Brand.

c. Waiver and Release. Brand may use content contributed by Influencer under this Agreement, including Influencer’s name, image and/or likeness. To permit this use, Influencer hereby waives any and all rights that you may be afforded by any applicable statute, law or regulation in any way relating to Brand’s use of the Provided Content or Brand Content, including but not limited to, any right of privacy or publicity, and any copyright or moral right, and releases and discharge Brand and their respective parent, subsidiary, and affiliated entities, and each of their licensees, successors, assignees, officers, directors, employees, representatives and agents from any and all claims, actions and liabilities, whether known or unknown, including, but not limited to, claims of publicity or privacy rights violations that you or your heirs may have by reason of Brand’s exercise of the rights granted in this Agreement.

5. Brand Trademarks and Content. As between Influencer and Brand, any copyrights, materials, trademarks, trade names, logos, service marks and/or other indicia of the Brand (collectively, the “Marks”), Brand Content, and Brand Materials (including, but not limited to, claims, packaging, advertising content, photographs) will remain property of the Brand and shall inure solely to the benefit of Brand. Influencer further agrees that Influencer will not claim any right in or to the Marks, or use or modify any Marks without the prior written approval of Brand in each instance.

6. Content Ownership. Subject to Sections 4 and 5 hereof, as between Influencer and Brand, the Provided Content shall be owned by Influencer and the Brand Content shall be owned by Brand.

7. Consideration. Subject to the terms and conditions of this Agreement, Brand will pay Influencer the compensation as more specifically provided in Exhibit 1.

8. Code of Conduct and Rules of the Road. In connection with Influencer’s Services, Influencer shall at all times comply with the following:

1. Code of Conduct:

a. State honest views regarding Brand’s products, which must reflect actual experience, opinions, and beliefs based upon Influencer’s use of the products. Influencer will notify Brand if Influencer’s opinions or beliefs about the products change at any time during the Term.

b. Influencer will not make claims of health or wellness benefits or other claims of material fact that would require substantiation in association with Brand or any Brand products.

c. Make clear that Influencer’s comments are solely Influencer’s, not Brand’s. Avoid saying or doing anything that suggests Brand has endorsed or approved Influencer or Influencer’s statements.

d. Clearly and conspicuously disclose Influencer’s connection with Brand any time Influencer makes a public statement about Brand, its products and/or services.

i. For tweets and similar compressed communications, Influencer must include #Ad or #[Company]Partner. For Facebook and Instagram posts where there is more space than Twitter, Influencer can either use the aforementioned disclosures or be more conversational and use a disclosure like “I partnered with [Company] on this post.”

ii. For videos, Influencer must include a disclosure verbal and visual at the beginning of the video in addition to the one at the beginning of the description box.

e. For social media posts that promote a sweepstakes or contest:

i. The post must include a link to the official rules within the post;

ii. Sweepstakes or contest announced during a video must include a link to the official rules within the first two sentences of sweepstakes/contest promotional copy at the beginning of the description box.

iii. Influencer should use the hashtag referenced in paragraph (c) above and include #contest.

f. Depending on the content or post, additional disclosures may be needed to confirm that the disclosure is clear and conspicuous. While we provide additional disclosures, it is Influencer’s responsibility to ensure that Influencer has clearly and conspicuously disclosed Influencer’s relationship to the product or service.

2. Rules of the Road

a. Do not make deceptive or misleading claims about the products or services of Brand or the products or services of Brand’s competitors.

b. Do not disparage, libel, slander, defame, or violate any third party right to privacy.

c. Do not make hateful or offensive comments or any communication that promotes racism, bigotry, hatred or physical harm against any individual or group.

d. Please abide by any terms of use for any sites or social platforms on which the content is posted.

e. Respect the intellectual property and proprietary rights of others; do not post material without all necessary permissions. Do not use music unless Influencer has obtained all of the necessary clearances from the owners of the sound recording and musical compositions.

f. Do not post confidential or proprietary information of any party.

g. Do not make false or unsubstantiated statements about the Brand or its products.

h. Do not make any disparaging statements regarding the products or services of Brand’s competitors.

i. Do not impersonate any other person or entity, actual or fictitious, including by impersonating an employee or consultant of any of the Parties.

j. Do not link to any content that violates any of the foregoing rules of the road.

k. Do not purchase followers or audiences, use automated bot, tools or other measures designed to artificially increase the number of audience views, engagement, liking or sharing native or social media posts provided hereunder.

9. Compliance with Laws and Policies/Corrective Action. During the Term, Influencer agrees to fully comply with applicable laws, rules, regulations, and industry guidelines, social media website terms of use or posting guidelines, including but not limited to, the Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonials in Advertising, 16 CFR Part 255 (collectively, “Applicable Laws”), and will disclose in every communication that mentions Brand, its products and/or services, that Influencer has received benefits from Brand as described in Exhibit 2, [Company] Review and Disclosure Guides (the “Disclosure Guides”). Influencer will cooperate with Brand in removing or modifying any inappropriate content relating to Brand or its products, from Influencer’s blog, website, Twitter page, Facebook page, or any other media over which Influencer control that is not in compliance with the Disclosure Guides or Applicable Law.

11. Acknowledgements. Influencer acknowledges that Brand may at any time and for any reason modify, suspend, or terminate the Program, or Influencer’s participation in it, use, reject, or edit any Provided Content in any way, including for use in any and all devices, media or modes of communication, whether now known or hereafter created, and take action to remove or disable access to Provided Content, including if such Provided Content is inconsistent with this Agreement.

10. Representations and Warranties. You represent and warrant that: you have the full power and authority to make this Agreement, and neither this Agreement nor your activity hereunder conflicts with any other obligation on your part; you own or have obtained all necessary rights to make the Provided Content available for Brand’s use and to grant the licenses set forth in this Agreement; you have not entered into, and shall not enter into, any agreement that would interfere with the rights granted to Brand herein; the Provided Content does not contain any scandalous, libelous, or unlawful matter, or infringe upon any third party’s intellectual or other proprietary rights, such as the rights of privacy and publicity; all statements made by you reflect your personal experience and honest opinions and belief; and the Provided Content will comply with all Applicable Laws.

12. Indemnification. Influencer shall hold harmless and indemnify Brand and its affiliates and their respective directors, officers, agents and employees from and against any and all loss, liability, damage, or expense (including attorneys’ fees) arising out of or in connection with its negligent acts or omissions, breach of this Agreement, including the representations and warranties set forth herein; or claims arising out of the performance of this Agreement.

13. Confidentiality. Influencer acknowledges that Brand may provide confidential and proprietary information to Influencer in connection with Influencer’s Services, including, but not limited to, new products, services, or initiatives, or other topics of the Provided Content. Except as needed to perform Influencer’s obligations hereunder, Influencer shall keep confidential and not disclose any information contained in or prepared for the Program hereunder, including, but not limited to, topics, story projects or source information, prior to such information becoming available to the public. Influencer will also keep confidential and not disclose the terms of this Agreement.

14. Independent Contractor. Influencer’s relationship with Brand is that of an independent contractor, and nothing contained in this Agreement shall be construed as establishing an employer/employee relationship between Influencer and Brand. Accordingly, Influencer understands that Influencer shall not be: (i) entitled to participate in any of Brand’s benefit plans; (ii) covered by Brand’s health insurance or worker’s compensation policies; or (iii) entitled to any unemployment benefits in the event Influencer’s Services are terminated.

15. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by email, telecopy, or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses set forth herein or such other address as either party may specify in writing.

16. Misc. (a) No Waiver: No waiver by any party of the breach of any term or condition of this Agreement shall constitute a waiver of, or consent to, any subsequent breach of the same or any other term or condition of this Agreement. (b) Assignment: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, licensees and assigns, except that Influencer’s obligations hereunder may not be delegated and Influencer may not assign, transfer, pledge, encumber or dispose of any of Influencer’s rights hereunder without Brand's prior written consent. (c) Choice of Law: This Agreement shall be governed by the laws of the State of New York, applicable to contracts executed and to be fully performed therein. Any controversies or disputes arising out of or relating to this Agreement shall be resolved exclusively in either the state or federal courts located in the Borough of Manhattan of the City, County and State of New York, and Influencer hereby consents to the exclusive personal jurisdiction of such courts. (d) Survival: All obligations under this Agreement that are continuous in nature, including, without limitation, those relating to confidentiality, indemnification, and jurisdiction, shall survive the expiration or termination of this Agreement. (e) Pay or Play: Notwithstanding anything to the contrary set forth in this Agreement, Brand will not be obligated to produce, release or otherwise use the Provided Content or make use of any rights granted herein. Brand’s only obligation to Influencer hereunder shall be to pay Influencer as set forth herein, provided that Influencer is not in material breach of this Agreement. (f) Attachments: All Exhibits to this Agreement are incorporated into this Agreement by reference and shall be considered an integral part of this Agreement. (g) Entire Agreement: This Agreement together with the Exhibits is the entire agreement of the parties and supersedes all other agreements and understandings of the parties, whether written or oral. No amendment or waiver of this Agreement shall be valid unless signed by both Influencer and Brand.

[Signature Page Follows]

AGREED TO AND ACCEPTED:

Power Digital

Signature: _________________________

Name: ____________________________

Title: ____________________________

Date: ____________________________

Influencer’s Name

Signature: _________________________

Name: ____________________________

Title: ____________________________

Date: ____________________________

EXHIBIT 1 - Scope of Work

A. PROGRAM. Influencer will provide the following services to Brand in connection with producing, directing, posting and promoting content as specified in below that features Brand products and other aspects of the Influencer Program (the “Program”).

B. SERVICES. As applicable, as set forth in Section C (Deliverables and Delivery Schedule), Influencer will provide the following services:

i. Social Media. Influencer agrees to provide social media services which include creating content as detailed in Section C (Deliverables and Delivery Schedule) in this Exhibit 1 and Influencer has the rights in and to certain social media accounts, monikers or account handles set forth in the table below (referred to as the “Social Media Accounts”). In connection with Influencer’s Provided Content, for any Instagram posts Influencer will ensure that Influencer’s Instagram account is a business profile. Lastly, the Influencer’s Provided Content will never be deleted or otherwise hidden/archived from their profile.

C. DELIVERABLES AND DELIVERY. Influencer will provide the Services and other rights described below to Brand:

Social Media Platform: Instagram and TikTok

Social Media Account: @influencer - Instagram , @influencer - TikTok

Partnership Timeline: All content to be completed & live by January 1st, 2021.

D. EXCLUSIVITY. Influencer's Provided Content cannot tag, mention or show any Competing Brands. "Competing Brands" shall be defined as: [for example] footwear and accessory brands - including but not limited to Vans, Birkenstock, Blundstone, Steve Madden, Jeffrey Campbell, etc or products that are manufactured, sold, distributed, advertised or otherwise promoted by any party other than Brand. Further, Influencer may not, during the term of their engagement for Brand by Agency, and for one (1) month after the public launch of such Influencer’s content, create sponsored content about the products of Company competitors.

E. COMPENSATION TERMS.

i. Fee. Invoices and W-9 must be received prior to the last day of the month deliverables are completed in order to process payment. As full and complete consideration for your Services and obligations hereunder and all the rights granted by Influencer herein, and provided that Influencer fully and completely performs all of the respective Services and obligations hereunder, you will receive (and Influencer shall accept) [XX hundred/thousand etc.] US Dollars (US $XX (“Fee”), which is inclusive of any agent, management or other third party fees.

ii. Taxes. You are solely responsible for any taxes that are imposed with respect to the Fee, as well as any costs or expenses you incur in providing the Services hereunder, unless otherwise agreed to in advance and in writing between the Parties. Talent shall be responsible for any and all taxes and vendor fees including, without limitation, PayPal, income, payroll, sales, use, gross receipts or other taxes imposed in connection with this Agreement or Talent’s performance of the Promotional Services, and Talent will indemnify and hold Company harmless for any and all liability (including, without limitation, penalties and interest) sustained due to Talent’s failure to pay such taxes.

iii. Payment. All payments under $1,000 are paid via PayPal. All payments over $1,000 are provided via ACH wire transfer. The Fee shall be payable upon completion of the deliverables and sixty (60) days after Agency’s receipt of an invoice. However, in no event is payment of the Fee to be made later than sixty (60) days after completing the Services rendered hereunder. Payment of the Fee by Agency on behalf of Brand shall operate to fully discharge Brand’s payment obligations herein. For the purposes of payment alone, Brand acknowledges that Power Digital Marketing acts as agent of Brand in assuming responsibility for issuing payment to Influencer on behalf of Brand, in accordance with the terms set forth herein.

For invoices over $1,000, all payments must be processed via ACH or Wire Transfer. Please include the following information in your PDF invoice:

EXHIBIT 2 - Messaging & Disclosure Guidelines

A. BRAND MESSAGING. Key messaging points must be included in each Influencer post. All key messaging is outlined in the creative brief.

B. DISCLOSURE GUIDELINES. In keeping with the Federal Trade Commission requirements for endorsements and testimonials and Brand commitment to ethics, consumer trust and respect, we are providing you with the following guidelines.

If you share a testimonial (review, post, comment, photo, video, message) about Brand, it should be truthful and honest, based on your actual experience with the brand, product or service. Do not make any misleading statements, exaggerate or disparage competitors or others in your testimonial. Anyone (e.g. celebrities, influencers, consumers, agents, vendors or employees) who receives anything of value from Brand in exchange for a testimonial must use an appropriate disclosure.

Discloses that meet FTC Guidelines entail:

Any communications that relate to Brand, its brands, products or services must be truthful, respect the privacy and intellectual property rights of others, and at all times be respectful in message and tone. If a testimonial does not comply with these guidelines or may reasonably be deemed to be offensive or inconsistent with Brand’s commitment to beauty for all, Brand may ask for its removal.

EXHIBIT 3- Image and Copyright Agreement

I hereby grant permission to the rights of my images, captions, and testimonials that were created as a direct result of my partnership with brand to be used by brand. I understand that my image may be edited, copied, exhibited, published or distributed and waive the right to inspect or approve the finished product wherein my likeness appears. Additionally, I waive any right to royalties or other compensation arising or related to the use of my image or words.

Photographs, captions, and testimonials may be used for the following purposes:

By signing this release I understand this permission signifies that my photographs may be electronically displayed globally in various areas under the client’s name. I understand that credit will be given for photo reposts on Instagram but that credit may not always be given for all purposes.

[Select One] There is no time limit on the validity of this release OR The time limit on the validity of this release is 1 year.

By signing this form I acknowledge that I have completely read and fully understand the above release and agree to be bound thereby. I hereby release any and all claims against brand or Power Digital Marketing.

AGREED TO AND ACCEPTED:

Power Digital

Signature: _________________________

Name: ____________________________

Title: ____________________________

Date: ___________________________

Influencer Name

Signature: _________________________

Name: ____________________________

Title: ____________________________

Date: ____________________________