INFLUENCER MARKETING AGREEMENT
Alberta
This Influencer Marketing Agreement, hereinafter referred to as the "Agreement", is entered into and is effective as of ________ (the "Effective Date") by and between the following parties:
ADVERTISER -- ________ ("Advertiser"), having a principal address at the following address:
________
Email: ________
AND
INFLUENCER -- ________ ("Influencer"), having a principal place of business at the following address:
________
Email: ________
The parties may be referred to individually as a "party" and collectively as the "parties."
PREAMBLE
WHEREAS the Advertiser wishes to advertise its products;
AND WHEREAS the Influencer's social media reach is valuable for advertising and selling these products;
AND WHEREAS the parties wish to enter into an agreement whereby the Influencer will promote and sell the products of the Advertiser as described below;
AND WHEREAS the parties wish to establish a written document between them covering the terms and conditions of their agreement;
NOW THEREFORE, in consideration of the promises and the mutual covenants contained herein, and for other valuable consideration (the receipt and adequacy of which is hereby acknowledged), the Parties hereto agree as follows:
ARTICLE I - AGREEMENT
As part of this Agreement, the Influencer agrees to promote and sell the products of the Advertiser on the Influencer's social media, further described below:
________
The Influencer agrees to promote and sell the products in exchange for a fee, as described in this Agreement.
ARTICLE II - NO EMPLOYMENT RELATIONSHIP
Nothing contained in this Agreement shall be construed as forming a partnership, joint venture, agency, franchise or employment relationship. The Influencer is an independent contractor. The Influencer is responsible for its own income tax obligations and statutory remittances, and as such, no taxes or other mandatory remittances shall be withheld from the Influencer's fees.
ARTICLE III - TERM AND TERMINATION
This Agreement will automatically terminate upon completion of the campaign described below (the "Termination Date"). This Agreement may also be terminated by either party upon written notice:
a) if the other party commits a material breach of any term or condition of this Agreement which cannot be cured within fourteen (14) days or which should have been cured within fourteen (14) days after written request and which has not been cured;
b) if the other party becomes unable to fulfill its obligations hereunder, including any payment obligation or performance obligation.
This Agreement may also be terminated by Advertiser at any time with or without cause.
The Advertiser specifically reserves the right to terminate this Agreement if the Influencer violates any of the terms and conditions described herein, including, but not limited to, infringement of the Advertiser's or any third party's intellectual property rights, failure to comply with applicable laws or other legal obligations, and/or publication or distribution of illegal material. If this Agreement is terminated prior to the termination date, the Advertiser will pay the Influencer all commissions earned but not paid prior to termination, unless the Influencer is in breach of the terms of this Agreement and the Advertiser terminates for breaches. In such event, the Influencer shall forfeit all rights, including the right to unclaimed fees.
Upon termination of this Agreement, all provisions, that by their nature should survive termination, shall remain in full force and effect.
ARTICLE IV - EXCLUSIVITY
The parties agree that this Agreement creates an exclusive relationship between the Advertiser and the Influencer. Throughout the term of this Agreement, the Influencer may not work with any other advertisers and the Advertiser may not work with any other influencers. Upon termination of this Agreement, the exclusive relationship of the parties shall end.
ARTICLE V - PROMOTION AND SALES
The Advertiser and the Influencer have agreed that the Influencer will post on the following platforms:
________
Specifically, the Influencer will post as part of the following campaign:
________
The campaign will begin on ________. The campaign will end on ________.
ARTICLE VI - FEES
The Influencer will receive a fee for promoting and selling the products of the Advertiser. Specifically, the Influencer will receive a flat fee of ________ ($________).
The Advertiser will provide the Influencer with one or more specific links corresponding to the products to be sold or one or more promotional codes to be purchased by the Influencer's audience. The code will be associated with the Influencer's identity and will send users online to the Advertiser's website(s).
Each time a customer clicks on the link and purchases one of the Advertiser's products, the Influencer may receive the following:
- Percentage of sales: ________ percent (________%).
ARTICLE VII - PAYMENT
The Influencer will be required to submit current information and contact information, as well as accounting and tax documents. Accounting information may include bank information where the Influencer wishes to have direct deposit or may include an email address for an online payment method.
The Influencer must notify the Advertiser immediately of any change in information and contact or accounting information.
The Influencer will be paid as follows:
________
ARTICLE VIII - PRODUCTS
The Advertiser will send the Influencer the following free products to facilitate the relationship between the parties and the promotion of the Influencer:
________
The Influencer is expected to promote these specific products to its audience.
ARTICLE IX - TRAVEL
The Influencer will also receive the following trip, no charge, from the Advertiser:
________
The Influencer will also be required to promote this trip.
ARTICLE X - INTELLECTUAL PROPERTY
The Influencer and the Advertiser each agree that all intellectual property, including copyrights, trademarks, trade secrets, patents and any other intellectual property belonging to the respective parties shall remain the property of the respective parties. No transfer of ownership of the Intellectual Property shall occur under this Agreement.
Subject to the limitations listed below, each party grants to the other a non-exclusive, non-transferable, revocable license to use its Intellectual Property solely and exclusively in connection with this Agreement. Neither party may modify the other party's Intellectual Property in any way. Specifically, the Advertiser grants the Influencer the license to use the following Advertiser's trademark and, if applicable, logo or slogan:
________
Either party may revoke this license at any time, including in the event of a finding of misuse of the intellectual property. This license shall terminate upon the expiration of this Agreement.
Unauthorized use of either party's intellectual property will be considered unlawful infringement and each party reserves all rights, including the right to bring an infringement action in a court of competent jurisdiction.
ARTICLE XI - 8822585885588
552 5228522825 525228 22 25822582 2222 8222528852822 8825 252 8582528825, 828855822 25222282 5282225822 22 85888, 22885228 525 225888. 552 5228522825 525 252 8582528825 8888 5282225 22 588 82225288528228 22 85225 2552 22 52558 52225 5282822.
ARTICLE XII - 8822258885
552 5228522825 85555228 525 525228 22 25822582 2588 8222885282 8825 588 55828 525 52258528228 22 522 5228885882 858. 5588 82885528 2522822 588 22828 8825 52828522 55852528, 8585 58 "#822282525", "#55" 25 "#5582528822222", 525, 85252 5228885882, 828855822 52828522 5888828552 8252222228 525 2522822 22828 58 "2585 25522258582 2825". 552 8582528825 5282222258 2552 252 5228522825 8222 82522225222 82258 558882 22 82288288 8222885282 82228. 822-522222822 22 82522225222 82258 558882 85588 82 5 522225 858825 22 8585 58252.
ARTICLE XIII - CONFIDENTIALITY
The parties acknowledge and agree that confidential information, as defined below, may be exchanged in the course of the relationship between the parties. Each party agrees to maintain the secrecy of the other party's confidential information throughout the term of this Agreement, and for a period of three (3) years after termination of this Agreement. Confidential information is defined as any information that is confidential and of commercial value to the party owning the information. Confidential information may be in the form of documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs or other oral or written knowledge and/or secrets and may relate to, but is not limited to, research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property and/or financial or other confidential and commercially valuable information. Confidential information means any information that:
a) is not known or available to the public at the time of disclosure or has become known or available after disclosure through no fault of the non-owning party;
b) is not already known, by lawful means, to the non-owning party;
c) is not given by the owning party to third parties, other than the non-owning party, without any restriction;
d) is not given to the non-owning party by any third party who legally had the confidential information and the right to disclose it; or
e) is not independently developed by the non-owning party and the non-owning party can demonstrate such independent development.
ARTICLE XIV - AMENDMENT & VARIATION
The parties may amend the terms of this Agreement upon written notice. However, any such amendment is subject to acceptance by the non-amending party. If the non-amending party does not accept the updated terms, that party may terminate this Agreement. Upon termination, all fees earned but not paid to the Influencer will be due.
To the extent that any part or subpart of the Amended Agreement is found to be ineffective or invalid by a court of law, the parties agree that the prior, effective version of this Agreement shall be deemed applicable and valid to the maximum extent possible.
ARTICLE XV - INDEMNIFICATION
The Influencer agrees to defend, indemnify and hold harmless the Advertiser and its agents (if any) from and against any and all claims and legal demands, including reasonable legal fees, that may arise out of or relate to the Influencer's conduct or actions. The Advertiser will be able to select its own legal counsel and may participate in its own defense, if the Advertiser so chooses.
ARTICLE XVI - GENERAL PROVISIONS
1) LANGUAGE: All communications made or notices given under this Agreement shall be in the English language.
2) JURISDICTION, COURT & CHOICE OF LAW: The parties agree that the court of the jurisdiction in which the Advertiser is located shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between the Influencer and the Advertiser, except for its conflict of law provisions. In the event of any dispute specifically authorized by this Agreement, the parties agree to submit to the personal jurisdiction of the provincial, territorial and federal courts of the county of the advertiser's domicile. The parties agree that the choice of law, venue and jurisdiction is not permissive, but rather mandatory in nature. The parties hereby waive any and all objections to the venue, including the assertion of the inconvenient forum doctrine or similar doctrine.
3) ARBITRATION: In the event of a dispute between the parties concerning or arising out of this Agreement, the parties shall first attempt to resolve the dispute personally and in good faith. If such attempts at personal resolution fail, the parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the county of the advertiser's domicile. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add parties, modify the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by the laws applicable to the dispute. Each party shall pay its own costs and fees. Claims requiring arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on federal or provincial/ territorial law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims will not be subject to arbitration and may, as an exception to this subpart, be litigated. The parties, in accordance with this subpart of this Agreement, waive any right they may have to a jury trial with respect to arbitration claims.
4) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or in part by either party.
5) SEVERABILITY: If any part or subpart of this Agreement is found by a court or arbitrator of competent jurisdiction to be invalid or unenforceable, the remaining parts and subparts shall be enforced to the extent possible. In such a condition, the remainder of this Agreement shall remain in full force and effect.
6) NO WAIVER: In the event that either party fails to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that or any other provision. Waiver of any part or subpart of this Agreement shall not constitute a waiver of any other part or subpart.
7) HEADINGS FOR CONVENIENCE ONLY: The headings of the parts and subparts of this Agreement are for convenience and organizational purposes only. The headings do not affect the meaning of the provisions of this Agreement.
8) FORCE MAJEURE: The parties shall not be liable for any failure to perform due to causes beyond their control, including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and acts of God, and other acts which may be due to unforeseen circumstances.
9) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted for both parties under this Agreement, including electronic mail or facsimile.
IN WITNESS WHEREOF, the parties execute this Agreement as follows:
Name: ________
Signature: _________________________
Date: _____________________________
Name: ________
Signature: _________________________
Date: _____________________________
INFLUENCER MARKETING AGREEMENT
Alberta
This Influencer Marketing Agreement, hereinafter referred to as the "Agreement", is entered into and is effective as of ________ (the "Effective Date") by and between the following parties:
ADVERTISER -- ________ ("Advertiser"), having a principal address at the following address:
________
Email: ________
AND
INFLUENCER -- ________ ("Influencer"), having a principal place of business at the following address:
________
Email: ________
The parties may be referred to individually as a "party" and collectively as the "parties."
PREAMBLE
WHEREAS the Advertiser wishes to advertise its products;
AND WHEREAS the Influencer's social media reach is valuable for advertising and selling these products;
AND WHEREAS the parties wish to enter into an agreement whereby the Influencer will promote and sell the products of the Advertiser as described below;
AND WHEREAS the parties wish to establish a written document between them covering the terms and conditions of their agreement;
NOW THEREFORE, in consideration of the promises and the mutual covenants contained herein, and for other valuable consideration (the receipt and adequacy of which is hereby acknowledged), the Parties hereto agree as follows:
ARTICLE I - AGREEMENT
As part of this Agreement, the Influencer agrees to promote and sell the products of the Advertiser on the Influencer's social media, further described below:
________
The Influencer agrees to promote and sell the products in exchange for a fee, as described in this Agreement.
ARTICLE II - NO EMPLOYMENT RELATIONSHIP
Nothing contained in this Agreement shall be construed as forming a partnership, joint venture, agency, franchise or employment relationship. The Influencer is an independent contractor. The Influencer is responsible for its own income tax obligations and statutory remittances, and as such, no taxes or other mandatory remittances shall be withheld from the Influencer's fees.
ARTICLE III - TERM AND TERMINATION
This Agreement will automatically terminate upon completion of the campaign described below (the "Termination Date"). This Agreement may also be terminated by either party upon written notice:
a) if the other party commits a material breach of any term or condition of this Agreement which cannot be cured within fourteen (14) days or which should have been cured within fourteen (14) days after written request and which has not been cured;
b) if the other party becomes unable to fulfill its obligations hereunder, including any payment obligation or performance obligation.
This Agreement may also be terminated by Advertiser at any time with or without cause.
The Advertiser specifically reserves the right to terminate this Agreement if the Influencer violates any of the terms and conditions described herein, including, but not limited to, infringement of the Advertiser's or any third party's intellectual property rights, failure to comply with applicable laws or other legal obligations, and/or publication or distribution of illegal material. If this Agreement is terminated prior to the termination date, the Advertiser will pay the Influencer all commissions earned but not paid prior to termination, unless the Influencer is in breach of the terms of this Agreement and the Advertiser terminates for breaches. In such event, the Influencer shall forfeit all rights, including the right to unclaimed fees.
Upon termination of this Agreement, all provisions, that by their nature should survive termination, shall remain in full force and effect.
ARTICLE IV - EXCLUSIVITY
The parties agree that this Agreement creates an exclusive relationship between the Advertiser and the Influencer. Throughout the term of this Agreement, the Influencer may not work with any other advertisers and the Advertiser may not work with any other influencers. Upon termination of this Agreement, the exclusive relationship of the parties shall end.
ARTICLE V - PROMOTION AND SALES
The Advertiser and the Influencer have agreed that the Influencer will post on the following platforms:
________
Specifically, the Influencer will post as part of the following campaign:
________
The campaign will begin on ________. The campaign will end on ________.
ARTICLE VI - FEES
The Influencer will receive a fee for promoting and selling the products of the Advertiser. Specifically, the Influencer will receive a flat fee of ________ ($________).
The Advertiser will provide the Influencer with one or more specific links corresponding to the products to be sold or one or more promotional codes to be purchased by the Influencer's audience. The code will be associated with the Influencer's identity and will send users online to the Advertiser's website(s).
Each time a customer clicks on the link and purchases one of the Advertiser's products, the Influencer may receive the following:
- Percentage of sales: ________ percent (________%).
ARTICLE VII - PAYMENT
The Influencer will be required to submit current information and contact information, as well as accounting and tax documents. Accounting information may include bank information where the Influencer wishes to have direct deposit or may include an email address for an online payment method.
The Influencer must notify the Advertiser immediately of any change in information and contact or accounting information.
The Influencer will be paid as follows:
________
ARTICLE VIII - PRODUCTS
The Advertiser will send the Influencer the following free products to facilitate the relationship between the parties and the promotion of the Influencer:
________
The Influencer is expected to promote these specific products to its audience.
ARTICLE IX - TRAVEL
The Influencer will also receive the following trip, no charge, from the Advertiser:
________
The Influencer will also be required to promote this trip.
ARTICLE X - INTELLECTUAL PROPERTY
The Influencer and the Advertiser each agree that all intellectual property, including copyrights, trademarks, trade secrets, patents and any other intellectual property belonging to the respective parties shall remain the property of the respective parties. No transfer of ownership of the Intellectual Property shall occur under this Agreement.
Subject to the limitations listed below, each party grants to the other a non-exclusive, non-transferable, revocable license to use its Intellectual Property solely and exclusively in connection with this Agreement. Neither party may modify the other party's Intellectual Property in any way. Specifically, the Advertiser grants the Influencer the license to use the following Advertiser's trademark and, if applicable, logo or slogan:
________
Either party may revoke this license at any time, including in the event of a finding of misuse of the intellectual property. This license shall terminate upon the expiration of this Agreement.
Unauthorized use of either party's intellectual property will be considered unlawful infringement and each party reserves all rights, including the right to bring an infringement action in a court of competent jurisdiction.
ARTICLE XI - 8822585885588
552 5228522825 525228 22 25822582 2222 8222528852822 8825 252 8582528825, 828855822 25222282 5282225822 22 85888, 22885228 525 225888. 552 5228522825 525 252 8582528825 8888 5282225 22 588 82225288528228 22 85225 2552 22 52558 52225 5282822.
ARTICLE XII - 8822258885
552 5228522825 85555228 525 525228 22 25822582 2588 8222885282 8825 588 55828 525 52258528228 22 522 5228885882 858. 5588 82885528 2522822 588 22828 8825 52828522 55852528, 8585 58 "#822282525", "#55" 25 "#5582528822222", 525, 85252 5228885882, 828855822 52828522 5888828552 8252222228 525 2522822 22828 58 "2585 25522258582 2825". 552 8582528825 5282222258 2552 252 5228522825 8222 82522225222 82258 558882 22 82288288 8222885282 82228. 822-522222822 22 82522225222 82258 558882 85588 82 5 522225 858825 22 8585 58252.
ARTICLE XIII - CONFIDENTIALITY
The parties acknowledge and agree that confidential information, as defined below, may be exchanged in the course of the relationship between the parties. Each party agrees to maintain the secrecy of the other party's confidential information throughout the term of this Agreement, and for a period of three (3) years after termination of this Agreement. Confidential information is defined as any information that is confidential and of commercial value to the party owning the information. Confidential information may be in the form of documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs or other oral or written knowledge and/or secrets and may relate to, but is not limited to, research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property and/or financial or other confidential and commercially valuable information. Confidential information means any information that:
a) is not known or available to the public at the time of disclosure or has become known or available after disclosure through no fault of the non-owning party;
b) is not already known, by lawful means, to the non-owning party;
c) is not given by the owning party to third parties, other than the non-owning party, without any restriction;
d) is not given to the non-owning party by any third party who legally had the confidential information and the right to disclose it; or
e) is not independently developed by the non-owning party and the non-owning party can demonstrate such independent development.
ARTICLE XIV - AMENDMENT & VARIATION
The parties may amend the terms of this Agreement upon written notice. However, any such amendment is subject to acceptance by the non-amending party. If the non-amending party does not accept the updated terms, that party may terminate this Agreement. Upon termination, all fees earned but not paid to the Influencer will be due.
To the extent that any part or subpart of the Amended Agreement is found to be ineffective or invalid by a court of law, the parties agree that the prior, effective version of this Agreement shall be deemed applicable and valid to the maximum extent possible.
ARTICLE XV - INDEMNIFICATION
The Influencer agrees to defend, indemnify and hold harmless the Advertiser and its agents (if any) from and against any and all claims and legal demands, including reasonable legal fees, that may arise out of or relate to the Influencer's conduct or actions. The Advertiser will be able to select its own legal counsel and may participate in its own defense, if the Advertiser so chooses.
ARTICLE XVI - GENERAL PROVISIONS
1) LANGUAGE: All communications made or notices given under this Agreement shall be in the English language.
2) JURISDICTION, COURT & CHOICE OF LAW: The parties agree that the court of the jurisdiction in which the Advertiser is located shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between the Influencer and the Advertiser, except for its conflict of law provisions. In the event of any dispute specifically authorized by this Agreement, the parties agree to submit to the personal jurisdiction of the provincial, territorial and federal courts of the county of the advertiser's domicile. The parties agree that the choice of law, venue and jurisdiction is not permissive, but rather mandatory in nature. The parties hereby waive any and all objections to the venue, including the assertion of the inconvenient forum doctrine or similar doctrine.
3) ARBITRATION: In the event of a dispute between the parties concerning or arising out of this Agreement, the parties shall first attempt to resolve the dispute personally and in good faith. If such attempts at personal resolution fail, the parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the county of the advertiser's domicile. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add parties, modify the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by the laws applicable to the dispute. Each party shall pay its own costs and fees. Claims requiring arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on federal or provincial/ territorial law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims will not be subject to arbitration and may, as an exception to this subpart, be litigated. The parties, in accordance with this subpart of this Agreement, waive any right they may have to a jury trial with respect to arbitration claims.
4) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or in part by either party.
5) SEVERABILITY: If any part or subpart of this Agreement is found by a court or arbitrator of competent jurisdiction to be invalid or unenforceable, the remaining parts and subparts shall be enforced to the extent possible. In such a condition, the remainder of this Agreement shall remain in full force and effect.
6) NO WAIVER: In the event that either party fails to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that or any other provision. Waiver of any part or subpart of this Agreement shall not constitute a waiver of any other part or subpart.
7) HEADINGS FOR CONVENIENCE ONLY: The headings of the parts and subparts of this Agreement are for convenience and organizational purposes only. The headings do not affect the meaning of the provisions of this Agreement.
8) FORCE MAJEURE: The parties shall not be liable for any failure to perform due to causes beyond their control, including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and acts of God, and other acts which may be due to unforeseen circumstances.
9) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted for both parties under this Agreement, including electronic mail or facsimile.
IN WITNESS WHEREOF, the parties execute this Agreement as follows:
Name: ________
Signature: _________________________
Date: _____________________________
Name: ________
Signature: _________________________
Date: _____________________________
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