Or, download the standard PDF template.
Influencer marketing is the new buzz word for marketers today with 80% of marketers considering it as effective, and 89% agreeing that it works just as well as other marketing channels. It is, in fact, fast becoming one of the most popular and cost-efficient ways to engage consumers - so if you're in this niche, you need to write a marketing contract.
As this new marketing trend evolves further, both businesses and influencers look for ways to prevent legal considerations which may arise because of the nature of the influencer’s role in creating media (videos, posts etc.) that can add additional risks to brand owners or non-fulfilment of financial obligations towards influencers, due by the brand.
Whether you are a social media (Instagram, YouTube, Facebook, Twitter) influencer or an organisation looking to hire such an influencer to endorse/promote your brand, drawing up a simple influencer agreement template can be instrumental for your working relationship with each other as it helps to set forth terms, licensing, payment and other key agreement template terms in an ethical and legal way.
This is where a social media influencer agreement can help!
Understanding the influencer contract template
An influencer contract or influencer agreement is a legally binding contract that clearly sets out the terms and conditions of a working relationship between a digital marketer and social media influencer or content creator.
It is an official document that covers various aspects of the social media content creation process to safeguard the interest of both the parties and to ensure that they understand their respective commitments to the project.
Among other advantages of a simple influencer agreement template are:
2. Sections that a influencer agreement should have
To align expectations between social media influencers and brands, your social media influencer agreement should contain the following points to ensure seamless collaboration:
2.1. Include a detailed scope of work in your social media influencer contract template
A clearly defined scope of work, instead of generic statements, needs to be included in the simple social media influencer agreement along with the specific deliverables the influencer needs to follow to fulfill the agreement. An example of this could be 'two 500 word blog posts or 15 images to go with a 1 hour webinar'.
2.2. Advertising rules covered by the influencer contract template
This section specifies the terms that the brand owner may want the influencer to warrant. It includes the finer details of marketers' expectations in terms of what the content creator should do, set down requirements such as the use of hashtags, number of blogs or videos, frequency of posts and more.
2.3. Include specifics about the project such as timelines and hashtags in your infuencer contract
It includes the details of the ownership rights for the work associated with the project. The influencers’ posts generally involve the creation and use of a great deal of IP (intellectual property), including the post, images or words along with the influencers’ image and name. The social media influencer agreement should mention who owns these rights (normally the influencer) and their wider use.
2.4. Mention term determination details in the influencer agreement template
The agreement should also mention the start and end of date of the contract. Apart from this, it should cover the termination rights of the company for any kind of reputation damage, breach of the terms of the agreement or failure to comply with applicable legislation.
2.5. Compensation details section of an influencer contract template
This segment includes the payment details in terms of amount to be received by the creator/influencer and whether it is tied to/not tied to the success of the project. Other details to be included are the payment structure and eligibility for payment reimbursement in case of travel involved during the working relationship.
Are you a freelance influencer seeking to climb higher in ranks? Whether you’re a first-timer or a guru in the influencer market, you’re going to need a social media influencer contract on top of your influencer marketing secrets.
While it’s still possible to work without a contract in freelancing, not everyone is trustworthy when it comes to delivering what’s expected of them. Therefore, as a freelancer, you should always endeavor to work with a contract.
If you’d like to avoid payment issues or deliver services beyond your work scope, it’s essential to have a social media influencer contract template ready. Usually, the contract has different segments, but the most important parts are the payment clause and the scope of work. The client expects you to deliver the services as stated, while you expect them to pay you on time. Both a client and freelancer know their roles, but sometimes it’s important to have this documented to avoid disagreements. That’s why to be a successful influencer, you should be ready to work with a contract. The good thing is that you can always get a social media influencer contract template online to get started. So even if you’re a newbie in the freelance business, you can still find your way.
There aren't many social media influencer contract templates online to help you create one, but you can always borrow some ideas from the ones available. All you need to know is what’s expected in this type of agreement and then get started. Only be sure to go for a social media influencer contract template that’s not complicated. Also, it should contain all the necessary clauses. Well, most of them are up to the required standard, but there’s no harm in taking your time to find the best. You can borrow ideas from fellow freelancers, but it’s even better if you knew what makes a good social media influencer contract template.
Just a few years ago, influencer marketing seemed like a fad. However, it endured the derisory comments and prophecies of doom, and now, it is one of the most effective strategies for creating brand awareness and building stronger customer relationships.
Today, an influencer agreement is a vital step towards making the most of this relatively new marketing channel, which has the potential to generate 11 times as much return on investment (ROI) compared to traditional digital marketing methods.
In this article, we'll tell you what that is, why it's important, and how you can create an influencer agreement that protects your rights as a freelancer.
An influencer agreement is a legal contract between a marketer and a social media content creator, which summarizes the terms of their working relationship. Typically, an influencer agreement will include details about project specs, deliverables, timelines, and payment.
As brands invest more in influencer marketing, their marketing team sets higher standards for these freelance contract workers, expecting more bang for their buck. Businesses have targets, and if influencers are going to charge higher rates, there needs to be a contract in place to ensure that everyone involved knows the expectations, their rights, and obligations.
Going forward, we'll cover essential aspects of an influencer agreement. You can customize a contract however you like, but there are some critical sections that you should include in an influencer agreement.
If you aren’t sure about what your social media influencer contract should entail, the tips below will put you on the right track.
3.1. Include the basics in your influencer contract
As simple as it may sound, your social media influencer contract must contain your name and the date of the agreement. Usually, this comes in the introduction part. So, make sure you write your full name and contact details in the first paragraphs.
Here, use your official name that’s found on valid documents like a national identification card. If possible, use the three names; the first, middle, and the sir names. Remember, a contract that contains personal information that doesn’t match documents that officially identify you can be deemed void in case of a claim. Also, the date of the agreement is that day, both you and the client sign the document. Therefore, include the correct time. Every contract has an expiry date, and so, be sure also to indicate the end date. Your social media influencer contract template should clearly define the duration of the contract and the terms of an extension.
Also, ensure you write a brief description of what the contract is about, including the effective date of the agreement. This shouldn’t take a whole page; two to three paragraphs should be enough. You already did enough writing while you were drafting a proposal. So here you should be straight to the point. You’re only doing a brief description so that anyone can get an idea about the contract before reading through it.
3.2. Mention your availability in the influencer contract template
Usually, your prospective client would like to know for how long you’re going to be available. Are you ready for a long-lasting influencer relationship, or do you just want it to be short-lived? You should clearly state this in the social media influencer contract. In that way, a client will know how much you’ll handle during the period they’ll have you. In the freelance business, time determines how much you’ll earn from a given project.
Usually, you can work on an hourly basis or fixed price, depending on the nature of tasks. But in both cases, time is an important factor. By stating your availability, the client will be able to budget accordingly. Whether you’ll be available for two weeks or a couple of months, state this clearly in the social media influencer contract template.
However, since, in most cases, long-term contracts are preferable in freelancing, just express some level of flexibility. Like, you could say both long-term and short-term relationships work for you, but of course, you’ve got to be sure about that. If you’re going to express both interests, be sure to include separate terms for them. Sometimes urgent projects that take a short time might be costlier than long-term contracts. Therefore, keep this in mind when stating your availability and make sure it’s in line with the project requirements.
3.3. Include scope of work in your influencer contract
Which services are you going to offer to your prospective client? You’re entering into an agreement with the client just because of what they’d like you to do. Therefore, your social media influencer contract isn’t complete without the scope of work. In most cases, the client wants to know what value you’re going to add to their business. While you already mentioned your services in the proposal, you’re entering into a binding agreement, and you still need to say this.
Mention the influencer services you’re going to offer, including how you plan to achieve some of the client’s business goals. As you do this, don’t forget to indicate some of the services that the agreement doesn’t cover. Most freelancers forget this and end up doing work that the client isn’t obliged to pay for. Even worse, you may end up working beyond your scope. As a freelancer, you’d like to be paid for every task you complete, including those extra services you offer to make a client happy. Most freelancers disagree with their clients when they start talking about additional fees that aren’t mentioned anywhere in the contract.
Therefore, since you know the services a client may request for in the course of work, be sure to include them in the contract and state how much it would cost.
3.4. Mention payment in the social media influencer contract template
At the end of every project, you’ll expect your client to pay you all your dues on time. The client, too, knows that, but since human is to error, they may not live up to your expectation. That’s why a payment clause is an essential part of a social media influencer contract template. Your contract should answer the following questions.
How much will your services cost? Are there any services that are charged separately? If so, what are the rates? Be sure your client would like to know this. Here, be a bit specific in your quotations. You shouldn’t have hidden charges that the client will discover along the way. Most freelancers make a mistake of pleasing the client by offering cheap services on the face value but later ask for additional charges. No client would be pleased by that, and it could ruin your relationship, or even lead to termination of the contract. When it comes to quoting the cost of your services, be as honest as you can, if you’d like to build a long-term relationship with a client.
Make sure you include everything the client is required to pay and any extra charges in case you’ll be offering additional services. Again, don’t forget to include your preferred payment method.
3.5. Include termination terms in the influencer contract template
Just like any agreement, some things may call for the termination of your social media influencer contract. But is it as easy as calling it quits, or there’s a procedure to be followed? As a freelancer, you need to state the conditions necessary for terminating the contract. Termination terms protect both the interest of a client and freelancer. It ensures that none of you is severely affected in case of early termination. Therefore, it’s one clause that shouldn’t miss on your social media influencer contract template.
This is to protect you from unnecessary losses and time wastage. State whether the milestones paid for are refundable or not in case of termination. Is there a notice period before terminating the agreement? Let this be well stated in the contract.
With all these in mind, you’re ready to write your social media influencer contract. You can also borrow some ideas from some of the top influencers in the globe.
3.6. Standard agreement terms
A clear statement that explains a marketer is entering a contract with an influencer. This section should include the full names of all parties, the dates, and a concise outline of the purpose of the contract.
Is this a one-off project, or will there be long-term work? Establish initial expectations for the length of the working relationship here.
Describe the products or services the influencer must deliver. For example, you can list the specific number of videos, Instagram posts, or blog posts. As a freelance employee, it’s good to include more detail to provide greater clarity and to safeguard against scope creep.
3.9. Cancellation clauses
It's a good idea to include some provisions that will allow you to terminate the contract early if specific circumstances arise. For example, if the client requests something that could harm your online reputation or prospects of getting work as an influencer in the future.
3.10. Content boundaries
Many companies will have a list of things they want to avoid posting online. These boundaries could include the use of certain phrases, profane language, or referring to any competitors by name.
3.11. Approval process
The influencer agreement should clearly define the approval process, so you understand the standards the client expects. Taking this step now can avoid contentious situations later.
3.12. Confidentiality and exclusivity
There’s a good chance that businesses will share private company information with influencers, so they will naturally want some form of guarantee that any valuable data or sensitive documentation will remain private. Furthermore, many businesses will want to secure an exclusive influencer agreement that ensures you aren’t working for a competitor at the same time.
Influencers are paid in several ways, with commission-based rates being quite popular, especially for social media content. In addition to the agreed rates, you may wish to include bonus incentives or perks. For example, travel influencers may seek free airline tickets or hotel bookings if they hit a specific target.
3.14. Payment terms
Both parties need to know the rates or expected total amounts, as well as the payment methods and dates. Will invoices be sent weekly or monthly? Is it to be paid by wire transfer or PayPal? Get specific with the payment details, so there is no confusion down the line.
3.15. FTC responsibility
For several years, the Federal Trade Commission (FTC) has encouraged influencers to disclose sponsored posts, so consumers understand when they are looking at a paid post. However, not everyone has been following the non-binding guidelines. In February 2020, TechCrunch reported that the FTC is considering making these guidelines into official rules, and could enforce financial penalties for those who rebuke the law. Your influencer agreement should take steps to avoid any repercussions in this area.
3.16. Additional notes
If you operate in different states or countries, it may make sense to include details about how you will handle communication across different timezones or what would happen if a dispute escalates to the point you need legal counsel. Also, a standard Force Majeure clause is worthwhile, just in case something extraordinary impacts the project. As an influencer, you may not be focused on posting about international cruises in the midst of a global pandemic.
3.17. An influencer agreement is a springboard to marketing success
There are thousands of excellent content creators in the digital age, many of whom have the skills and dedication to drive a business forward in a way that benefits the company and their own reputation as an influencer and marketing specialist. However, influencer marketing has drawn some criticism as some individuals have failed to deliver on expectations, even when they charge astronomical sums. There are also incidences of companies not paying influencers fairly for their work.
With an influencer agreement, the company and the content creator can develop an official, written document that protects their rights, outlines their responsibilities, and ensures the other party understands their expectations. Doing this will give the working relationship a strong foundation to grow from, which is good news for everyone involved.
4. How to create an influencer contract PDF
An influencer contract PDF is a relatively new type of agreement that defines the business relationship between two or more parties. The contract provides a specific relationship between a party called the advertiser and another party named the influencer. You as the influencer, promote the goods or services of the advertiser at an agreed rate.
Now, a handshake will not suffice such a business relationship. There needs to be a signed influencer contract PDF to define the roles of the parties and what to expect in the project. The “advertiser” in this agreement can be any brand or company owners looking for an influencer to promote their product/service. The advertisers do not have to be a traditional marketer.
Social media experts make use of influencer contract PDF to protect themselves and create a roadmap for the services they need to render in promoting the market for their clients. The rise and wide acceptance of social media have led to an increase in this type of relationship between advertisers and social media influencers. More brands and company owners are looking for influencers to grow their customer base through social media market promotion.
Before creating an influencer contract PDF, you must be familiar with the content of the document. Also, consider the type of project you are handling, whether it is a one-time campaign or it involves a long term hire. For an on-going relationship, you, as the influencer, will be hired to provide your service over a long period, say six months to 1 year, or even more.
In this case, your influencer contract PDF may include a section for a retainer fee at a regular time interval, maybe a month or quarterly, depending on your agreement with the client.
There is no standard agreement template between influencers and brands. Adding the following sections to your influencer contract PDF template makes it look professional and organized for a business relationship:
4.1. Information of parties
Like standard agreements, you'd add the basic knowledge of the influencer and the advertiser. The basic information includes business name, email address, phone contact, and contact address of both parties.
4.2. Service description
Give a brief description of the service you've been employed to render. Mention the name of your service, whether a brand ambassador, social media influencer, or marketing influencer. What are your deliverables, and what should the advertiser or brand expect when you complete the project?
4.3. Service timeline
When are you starting the project, and for how long will it last? Include the expected date to reach a milestone and state if it an on-going partnership or one-time campaign.
Give a brief description of your plan. Are you using Facebook or Instagram? Would you use pictures, comments, or reviews, and what hashtags will you employ? What is your schedule, and how often will you stay live?
4.5. Exclusivity agreement
Are you permitted to promote the product or service of your client's competitor? Define your influencer contract PDF to take care of this factor.
State the total amount for your service and add other costs such as bonuses, late delivery payment, and fines. Add a preferred payment method to your influencer contract PDF and include the dates of sending invoices.
4.7. Success measures
How do you want to measure your success? Define your key performance index (KPI) to target while your client can also use it to measure ROI.
4.8. Ownership & rights
Add a clause that defines the party who owns the contents created in the business relationship.
4.9. Legal obligation & confidentiality
Create a space for signature and add clauses that deal with a confidentiality agreement and non-disclosure of plans to third parties.
Today, influencer marketing has established itself as one of the best marketing strategies used by brands and marketers to engage the audience and, in return, get a high ROI. Hence, a brand influencer contract is a common document to establish a legal business relationship between brands and influencers. Companies invest in brand influencers with the hope of increasing brand engagement and, ultimately, sales.
A Shopify study reports that about 84% of consumers that were surveyed make buying decisions based on others' opinions- friends and brand influencers. Brand influencers gain access to the audience, especially those that trust what the influencers say. So, using brand influencers to recommend products and services is likely going to meet a positive response from your targeted audience. But working with a brand influencer has its challenge.
Companies or brands don't want to witness underperformance or run into legal issues. At the same time, influencers are concerned with remuneration and other aspects of the agreement to have a hitch-free campaign. This is why a brand influencer contract is a must for such a business campaign.
5.1. Why use a brand influencer contract
The relationship between a brand and an influencer is similar to that of a company and an independent contractor. It involves terms and conditions governing the agreement plus a definition of legal matters. It is only fair that both the brand and influencer know what they stand for, and that can only be established with a brand influencer contract.
If there is a clear-cut contract, then everyone involved has clarity and also knows their rights and obligations. The of a brand influencer contract include (but not limited) to the following:
5.2. Understanding the sections of a brand influencer contract
A brand influencer contract should contain the following information.
Who are the parties involved in the brand-influencer contract? Add the name of the company brand/ plus that of the influence. Also, add personal information such as mailing address and phone contact. Briefly describe the project or put down the name boldly as the heading of the document.
5.2.2. Project details
What is the brand-influencer campaign all about? What is the primary goal and objective of the brand owner? Include the deliverables and expectations from the brand influencer. How often and where would the brand-influencer represent/promote the brand?
Every brand influencer wants to know if they can work with or promote other brands. The exclusivity clause in a brand influencer contract defines the type of relationship.
Payment should be defined in clear terms plus the pricing model that will be used. Add if there are upfront payment, payment schedule, and other information regarding compensation.
A clear-cut brand influencer contract should include the start and end date of the agreement. It should also include the dates when a brand influencer is required to perform a specific action or attend a function organized by the brand etc.
5.2.6. Ownership rights & confidentiality
Everyone in the agreement knows where they stand if there is a clause that defines rights and ownership of materials and intellectual properties. Besides, the influencer agreement should include a Non-Disclosure section to keep the trade secrets of the parties involved.
No one goes into an agreement and expects the relationship to get sour before it officially comes to an end. But it is good to prepare ahead should a party decide to withdraw from the agreement. A brand influencer contract should include a clause that defines the conditions for termination plus the consequences that follow it.
6. How to create an influencer marketing agreement template
Influencers are individuals with a massive (as high as 500,000) list of followers on social media, making them capable of setting new trends and creating a substantial impact on the digital presence of a brand.
With a rapid rise in the influencer marketing strategy to strengthen the overall marketing efforts, a large number of companies are looking to create comprehensive contracts in the form of influencer marketing agreements that help protect both the company's needs and influencer rights.
An influencer marketing agreement is essentially a legal document covering the various aspects of terms of engagement between an influencer, and the company whose products/ services influencer is marketing.
Based on the specific strengths of the influencer and interests of the target audience, influencer marketing can include different types of engagement strategies such as""
6.1. Why do you need a influencer contract template?
An influencer marketing agreement helps to get everyone on the same page and outlines the details as well as expectations from both parties.
Without a formal and legally binding contract, influencers end up struggling with payment follow-ups, and the company has no recourse in case the delivered product doesn't live up to their expectations.
Further, having a contract, where everything is in writing, makes the project more concrete and holds both the brand and influencer accountable in case of missed deadlines.
6.2. Important elements of an influencer marketing agreement template
Here are some of the essential elements of an influencer marketing contract:
6.2.1. Scope of work with specific deliverables
This section of the agreement should have a concrete scope of work with specific deliverables that the influencer is required to produce to fulfill the terms of the agreement. An example of this could be a 30-minute webinar or 500-700 word blog post.
6.2.2. Start and end date
The influencer marketing agreement should have a clause where both parties agree upon the start and the completion date of the contracted engagement. If the company is paying for a specific post on the influencer's social media page, the agreement must specify the required timeframe the post must be live on their page.
6.2.3. Specifics about the content
This section of the influencer marketing agreement includes the specifics of the content that the company would like the influencers to create such as:
6.2.4. Content usage rights
It should clearly mention who owns the content that is being created as part of the campaign. Typically, the content usage rights clause of the influencer marketing agreement must highlight the copyright details, licensing rights, and clearance from any third party users.
6.2.5. Payment terms
Payment terms section of influencer marketing agreement should clearly mention the compensation details offered to the influencer such as -
Further, the agreement should also mention the total payable amount, including the creation of creative content and licensing rights for the content.
As a freelancer or consultant influencer, drawing up a social media influencer agreement is a critical part of any working arrangement you make with a brand.
The agreement helps you set out in writing what both the parties are expected to do, thus reducing the risk of any miscommunication. Furthermore, the influencer marketing agreement also helps to protect both parties from any sort of legal action that might arise from either mistakes or neglect.
The popularity of influencer marketing as a way to connect with the audience is at an all-time high. To use this channel well, creating a simple influencer agreement template is a crucial aspect of the arrangement you make with the content creator or social media influencer. It helps to mitigate the risk of any sort of miscommunication as it is put down in writing what both parties are expected to do during the duration of working relationship.
This Contract is between Sample Client (the "Client") and John Doe (the "Influencer").
The Contract is dated [the date both parties sign].
1. WORK AND PAYMENT.
1.1 Project. The Client is hiring the Influencer to do the following: The Influencer will assist the Client with influencer services.
1.2 Schedule. The Influencer will begin work on August 21, 2020 and the work is ongoing. This Contract can be ended by either Client or Influencer at any time, pursuant to the terms of Section 6, Term and Termination.
1.3 Payment. The Client will pay the Influencer a rate of $60.00 (USD) per hour. Of this, the Client will pay the Influencer $350.00 (USD) before work begins.
1.4 Expenses. The Client will reimburse the Influencer's expenses. Expenses do not need to be pre-approved by the Client.
1.5 Invoices. The Influencer will invoice the Client weekly. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 5.0% per month on the outstanding amount.
1.6 Support. The Influencer will not provide support for any deliverable once the Client accepts it, unless otherwise agreed in writing.
2. OWNERSHIP AND LICENSES.
2.1 Client Owns All Work Product. As part of this job, the Influencer is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the Influencer works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The Influencer hereby gives the Client this work product once the Client pays for it in full. This means the Influencer is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.
2.2 Influencer's Use Of Work Product. Once the Influencer gives the work product to the Client, the Influencer does not have any rights to it, except those that the Client explicitly gives the Influencer here. The Client gives the Influencer permission to use the work product as part of the Influencer's portfolio and websites, in galleries, and in other media, so long as it is to showcase the Influencer's work and not for any other purpose. The Influencer is not allowed to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.
2.3 Influencer's Help Securing Ownership. In the future, the Client may need the Influencer's help to show that the Client owns the work product or to complete the transfer. The Influencer agrees to help with that. For example, the Influencer may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the Influencer, the Influencer agrees that the Client can act on the Influencer's behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the Influencer after spending reasonable effort trying to do so, the Influencer hereby irrevocably designates and appoints the Client as the Influencer's agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Influencer and on the Influencer's behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).
2.4 Influencer's IP That Is Not Work Product. During the course of this project, the Influencer might use intellectual property that the Influencer owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Influencer is not giving the Client this background IP. But, as part of the Contract, the Influencer is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Influencer cannot take back this grant, and this grant does not end when the Contract is over.
2.5 Influencer's Right To Use Client IP. The Influencer may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Influencer to build a website, the Influencer may have to use the Client’s logo. The Client agrees to let the Influencer use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Influencer's job. Beyond that, the Client is not giving the Influencer any intellectual property rights, unless specifically stated otherwise in this Contract.
3. COMPETITIVE ENGAGEMENTS. The Influencer won’t work for a competitor of the Client until this Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client’s products or services. A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if the Influencer asks for permission beforehand and the Client agrees to it in writing. If the Influencer uses employees or subcontractors, the Influencer must make sure they follow the obligations in this paragraph, as well.
4. NON-SOLICITATION. Until this Contract ends, the Influencer won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the Influencer puts out a general ad and someone who happened to work for the Client responds. In that case, the Influencer may hire that candidate. The Influencer promises that it won’t do anything in this paragraph on behalf of itself or a third party.
5.1 Overview. This section contains important promises between the parties.
5.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.
5.3 Influencer Has Right To Give Client Work Product. The Influencer promises that it owns the work product, that the Influencer is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Influencer uses employees or subcontractors, the Influencer also promises that these employees and subcontractors have signed contracts with the Influencer giving the Influencer any rights that the employees or subcontractors have related to the Influencer's background IP and work product.
5.4 Influencer Will Comply With Laws. The Influencer promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.
5.5 Work Product Does Not Infringe. The Influencer promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Influencer has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Influencer has entered into or will enter into with someone else.
5.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Influencer if the Influencer has questions regarding this project, and to provide timely feedback and decisions.
5.7 Client-Supplied Material Does Not Infringe. If the Client provides the Influencer with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.
6. TERM AND TERMINATION. This Contract is ongoing, until ended by the Client or the Influencer. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4. The Influencer must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Influencer for the work done up until when the Contract ends and will reimburse the Influencer for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).
7. INDEPENDENT CONTRACTOR. The Client is hiring the Influencer as an independent contractor. The following statements accurately reflect their relationship:
- The Influencer will use its own equipment, tools, and material to do the work.- The Client will not control how the job is performed on a day-to-day basis. Rather, the Influencer is responsible for determining when, where, and how it will carry out the work.- The Client will not provide the Influencer with any training.- The Client and the Influencer do not have a partnership or employer-employee relationship.- The Influencer cannot enter into contracts, make promises, or act on behalf of the Client.- The Influencer is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).- The Influencer is responsible for its own taxes.- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Influencer or any of the Influencer's employees or subcontractors.
8. CONFIDENTIAL INFORMATION.
8.1 Overview. This Contract imposes special restrictions on how the Client and the Influencer must handle confidential information. These obligations are explained in this section.
8.2 The Client’s Confidential Information. While working for the Client, the Influencer may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Influencer promises to treat this information as if it is the Influencer's own confidential information. The Influencer may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Influencer use a customer list to send out a newsletter, the Influencer cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Influencer written permission to use the information for another purpose, the Influencer may use the information for that purpose, as well. When this Contract ends, the Influencer must give back or destroy all confidential information, and confirm that it has done so. The Influencer promises that it will not share confidential information with a third party, unless the Client gives the Influencer written permission first. The Influencer must continue to follow these obligations, even after the Contract ends. The Influencer's responsibilities only stop if the Influencer can show any of the following: (i) that the information was already public when the Influencer came across it; (ii) the information became public after the Influencer came across it, but not because of anything the Influencer did or didn’t do; (iii) the Influencer already knew the information when the Influencer came across it and the Influencer didn’t have any obligation to keep it secret; (iv) a third party provided the Influencer with the information without requiring that the Influencer keep it a secret; or (v) the Influencer created the information on its own, without using anything belonging to the Client.
8.3 Third-Party Confidential Information. It’s possible the Client and the Influencer each have access to confidential information that belongs to third parties. The Client and the Influencer each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Influencer is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.
9. LIMITATION OF LIABILITY. Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.
10.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Influencer or both. For example, if the Client gets sued for something that the Influencer did, then the Influencer may promise to come to the Client’s defense or to reimburse the Client for any losses.
10.2 Client Indemnity. In this Contract, the Influencer agrees to indemnify the Client (and its affiliates and its and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Influencer has done under this Contract; (ii) a breach by the Influencer of its obligations under this Contract; or (iii) a breach by the Influencer of the promises it is making in Section 5 (Representations).
10.3 Influencer Indemnity. In this Contract, the Client agrees to indemnify the Influencer (and its affiliates and its and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.
11.1 Assignment. This Contract applies only to the Client and the Influencer. The Influencer cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Influencer's permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.
11.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.
11.3 Modification; Waiver. To change anything in this Contract, the Client and the Influencer must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.
(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.
11.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.
11.6 Signatures. The Client and the Influencer must sign this document using Bonsai’s e-signing system. These electronic signatures count as originals for all purposes.
11.7 Governing Law. The laws of the state of Nevada govern the rights and obligations of the Client and the Influencer under this Contract, without regard to conflict of law principles of that state.
11.8 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.
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