AFFILIATE AGREEMENT

AFFILIATE AGREEMENT

BETWEEN

______________________________________ (THE “COMPANY”)

AND

______________________________________(THE “AFFILLIATE”)

__________________________________________________________________________________

THIS AGREEMENT is made on the …………..day of……….20……., by the Company of ________________________(address) and the Affiliate of _________________(address) (collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

In consideration of covenants and agreements contained in this agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

Commencement and duration: This agreement shall be valid from ____________until ______________.

Services: The Affiliate shall provide YouTube videos about the Company’s immigration services, through their YouTube channel named ____________________________at the compensation defined below (the “services”). The services will also include any other tasks related to the services and those agreed on by the Parties.

Compensation: For the services rendered, the Company shall compensate the Affiliate per YouTube video produced, which amount shall also vary depending on the video. Payments shall be made once the Company has approved the said YouTube Video.

Disclaimers:

  • The Affiliate agrees to use their YouTube channel in compliance with all relevant laws, rules, and regulations.
  • The Affiliate shall be solely responsible for the use of their YouTube channel.
  • The Affiliate shall comply with the Company terms on the provision of the services including but not limited to the subjects and tags to be  used.
  • The Affiliate shall not remove the subject Youtube videos about the Company’s immigration services from their YouTube channel.

Indemnification: The Affiliate shall hold harmless and indemnify the Company and any Party who may claim through them for any loss or liability resulting from any action or omission by them under this agreement.

Autonomy

Except as otherwise provided in this agreement, the Affiliate will have full control over working time, methods, and decision-making in relation to the provision of the services per the agreement. The Affiliate will work autonomously and not at the direction of the Company. However, the Affiliate will be responsive to the reasonable needs and concerns of the Company.

Equipment (select one)

Except as otherwise provided in this agreement, the Affiliate will provide any resources necessary to deliver the services per the agreement at the Affiliate’s own expense.

Non-solicitation

For the duration of this agreement, any subsequent agreement executed for the same or similar purpose, and after the termination of this agreement, the Affiliate shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, the Company’s Clients or any person who had a material business relationship with the Company in the duration of this agreement.

Intellectual property

All intellectual property belonging to the Company shall be the Company’s exclusive property. At the Company’s discretion, the Affiliate may enjoy a non-exclusive, limited use license to the intellectual property.

Independent contractor: The relationship of the parties hereto is that of an independent contractor. Accordingly, the Parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose due to this agreement or the transactions contemplated thereby. The Company is not required to pay or make any contributions to any social security, tax, unemployment compensation, workers compensation, insurance premium, profit-sharing, pension, or any other employee benefit for the Affiliate during the term. The Affiliate is responsible for paying and complying with reporting requirements for all taxes related to payments made to the Affiliate under this agreement.

The Affiliate hereby agrees that it will not represent to any third party that its engagement by the Company is in any capacity other than as an independent contractor.

Non-assignment: The Affiliate shall not transfer or assign this agreement without the Company’s consent. The Company may transfer or assign this agreement or subcontract its obligations without the Affiliate’s consent.                          

Confidentiality: The Affiliate shall not at any time disclose, directly or indirectly to any other person any information concerning this agreement or any information concerning the Company, whether such information or matter is stated to be confidential or not, except as required by law, without the express written permission of the Company. 

The Affiliate shall not use for personal use or allow others to use the Company’s information to the detriment of the Company. The Affiliate shall only use the Company’s information to execute their duties under this agreement.

Further Assurances: Each Party hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this agreement.

Force Majeure

For this agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

A Party’s failure to fulfill its obligations due to Force Majeure, shall not be considered a breach of this agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.

Termination:

  • Either Party may terminate this agreement upon giving the other Party no less than ________days’ notice in writing. If a Party wishes to terminate the contract with less than these stated days, the other Party reserves the right to charge costs that they have already paid in advance or incurred.
  • The Company may terminate the agreement due to but not limited to the Affiliate’s poor video quality, failure to put the Company approved subject and tags and having negative content about the Company.
  • The termination of this agreement shall not discharge the liabilities accumulated by either Party.
  • Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

Dispute resolution: Parties agree to settle disputes under this agreement through (select one)

☐Negotiation                           ☐Mediation                                 ☐Arbitration                       ☐Litigation

Court Costs and Attorneys’ Fees. In any action under this agreement, the prevailing Party shall be entitled to recover costs of court and reasonable attorneys’ fees from the other Party, which fees shall be in addition to any other relief that may be awarded.

Affiliate acknowledgments: The Affiliate acknowledges that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, they acknowledge that they have the capacity to contract and enter into this agreement and that further, they have entered into this agreement freely and voluntarily.

General provisions

  • This agreement may be amended only by the written consent of the Parties hereto.
  • If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
  • This agreement constitutes the entire agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this agreement. The parties will exercise utmost good faith in this agreement.
  • Unless otherwise provided, failure by either Party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement.
  • This agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall together constitute the same instrument.
  • The Article and Section headings in this agreement are for convenience, and they form in no part of this agreement and shall not affect its interpretation.
  • Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular.
  •  Any references herein to the masculine gender or to the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
  • This agreement shall be governed in all respects by the Laws of ___________________________
  • The Parties shall be served through the above-named addresses in writing and delivered in person or sent by registered or certified mail (return receipt requested) or nationally recognized overnight delivery service, postage pre-paid, or delivered via telecopier or facsimile transmission, and either Party may change the below addressees by reasonable notice in writing given to the other Party.

IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year first above written.

COMPANY:   

______________________________         ______________________  ____________________________     

(NAME)                                                             (SIGNATURE)                          (DATE)

AFFILIATE:   

______________________________         ______________________  ____________________________     

(NAME)                                                             (SIGNATURE)                          (DATE)

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