BRAND PARTNERSHIP AGREEMENT
THIS BRAND PARTNERSHIP AGREEMENT (“Agreement”) is entered into by and between [insert your
entity name or your name], hereinafter referred to as “Creator”, whose place of business is at [insert the
address] of the one part and [insert Brand’s name], a company incorporated in the state of [insert the
name of the state that the company is incorporated in] whose place of business is at [insert address of
the company], hereinafter referred to as “Brand”, of the other part. Creator and Brand are sometimes
hereinafter collectively referred to in the Agreement as the “Parties” and individually as a “Party”.
RECITALS
WHEREAS, the Brand is a [insert what type of business the brand is engaged in];
WHEREAS, the Brand desires to advertise its [insert name of the product name] by using user-generated
content;
WHEREAS, the Creator is in the business of creating user-generated content on behalf of agencies and
brands;
WHEREAS, Creator’s name, likeness and creation of certain user-generated content is valuable for the
advertising of products;
WHEREAS; the brand wishes to engage the services of the creator and the creator is willing to provide
such services to the brand;
NOW, THEREFORE, in consideration of the mutual promises as hereinafter set forth,
BE IT AGREED AND CONTRACTED AS FOLLOWS:
1. Incorporation of Recitals. The Parties refer to the recitals hereinabove and incorporate the same
herein as though fully set forth at this place.
2. Scope of Work. Creator and Brand have agreed to the following deliverables and terms
(“Deliverables”):
A. Creator will create and send to the Brand the following:
[List the number, platform and type of content here]
B. Creator will deliver to the Brand via [insert means, i.e. email] the above Deliverables [insert
time frame, i.e. in two weeks, over a 3 month time period; OR, as follows: 2 Instagram Reels
and 1 TikTok every two weeks for 3 months].
C. Deliverables [do not need to be/must be] approved by the Brand prior to payment.
D. Creator agrees to up to [insert number you will agree to, i.e. 2] rounds of re-edits. However,
re-shoots are only permitted if the Creator substantially deviates from the Brand’s concept
[if attaching as exhibit, this is where you would include this: “attached hereto as Exhibit A”].
Should additional rounds of re-edits or re-shoots be required, incremental compensation
will be mutually negotiated. Re-edits are defined as simple cuts to a video or easy update to
a caption that was proposed to the Brand, while a re-shoot requires the Creator to start
over from scratch and re-film.
3. Usage Rights.
3.1 By this Agreement, the Creator grants to the Brand during the Term of this Agreement, a
non-exclusive, non-transferable, revocable license to use the Deliverables, including the
right to use Creator’s voice, likeness, image, photograph, video or other information
provided under the Agreement, subject to the limitations set forth herein. Such license may
not be assigned, pledged, encumbered or otherwise transferred by Licensee, voluntarily or
involuntarily, by operation of law or otherwise, without Licensor’s prior written consent,
and any attempt to do so will immediately void the license granted under this Agreement.
(“Usage Rights”)
3.2 The Creator does not grant to the Brand, and nothing in this Agreement shall be construed
as granting to the Brand, the right to license, sublicense or authorize others to use the
Deliverables.
3.3 The Usage Rights provided under this Agreement are for [insert number]
[days/months/year(s)] and will automatically terminate thereafter.
3.4 The Brand reserves the right to put advertising support behind owned social media posts
featuring the Deliverables for [insert number] days.
3.5 The Brand can also utilize paid support for the Creator’s social posts that are created
through this Agreement via whitelisting for [insert number] days after each post is live on
the Creator’s feed. The Creator will grant the Brand advertising permissions to their [insert
which social media account, i.e. Instagram, TikTok] account subject to the limitations set
forth herein.
3.6 The Brand can also utilize paid support for the Deliverables that are created through this
Agreement via dark posting for [insert number of days] days. The Creator will grant the
Brand advertising permissions to their [insert which social media account] account subject
to the limitations set forth herein.
4. Exclusivity.
4.1 The Parties agree that this Agreement creates an exclusive relationship between the Creator
and the Brand for [insert number, make sure it is the same time period as the usage rights
unless you have a special circumstance] [days, month, year(s)]. Throughout this term, the
Creator will not provide content with any other brands or advertisers in the [insert category
of the Brand].
4.2 Upon the expiration of the Term of this Agreement or Termination of this Agreement, the
exclusive relationship ends.
4.3 If the Creator breaches this portion of the Agreement, the Parties agree that the Agreement
will be automatically terminated and partnership dissolved with reduced payment of …..]
5. Ownership. The Brand acknowledges and agrees that the Deliverables, including without
limitation Creator’s name, voice, likeness, and the like, is the exclusive property of the Creator
and can be used only with the Creator’s prior written license or consent. No transfer of
ownership of intellectual property may take place under this Agreement. Each Party hereby
grants the other a non-exclusive, non-transferable, revocable license to use their intellectual
property solely and exclusively in conjunction with this Agreement. No Party may modify the
other Party’s intellectual property in any way. Unauthorized use of any Party’s intellectual
property shall be considered unlawful infringement and each Party reserves all rights, including
the right to pursue an infringement lawsuit.
The Brand further acknowledges and agrees that it will not at any time do, or cause to be done,
any act or thing contesting or in any way impairing or intending to impair the validity of or the
Creator’s exclusive right, title and interest in the Deliverables.
6. Communication. The Parties agree to maintain open communication. The Creator prefers to be
contacted via [insert how you’d like the Brand to contact you, i.e. email, instant messenger,
telephone]. The Creator is reachable during 9 a.m. to 5 p.m. Monday through Friday, and will
respond within 48 hours subject to these days/time limitations.
7. Terms of Payment.
The Brand shall pay the Creator a flat rate for the Deliverables in the total amount of $[insert
amount] within one week of receiving the Deliverables.
The parties agree that the Brand shall pay the Creator [insert percentage] % of the flat rate, in
the amount of $[insert amount] upon the execution of this Agreement and the balance upon
completion of services. The Creator shall provide information relating to the mode of payment
he prefers.
No refunds will be issued under any circumstances due to the creative nature of the Deliverables
and services
8. Indemnification. The Creator agrees to defend and indemnify the Brand and hold the Brand
harmless against any and all claims, demands and causes of actions from third parties, including
attorneys’ fees and costs, arising from or growing out of the services provided under this
Agreement and use of the Deliverables.
Nothing in this Agreement shall be construed as waiving any right Creator may have to assert a
claim for non-payment for the services performed and subject to this Agreement. Reasonable
attorney’s fees, arising out of the services provided under this Agreement with respect to. The
Brand agrees to defend and indemnify the Creator and hold the Creator harmless against any
and all claims, demands and causes of actions, including reasonable attorney fees and costs,
from third parties arising from or growing out the Brand’s conduct, actions or product.
9. Term & Termination. This Agreement will last for [insert number] [insert days, months, years]
and may be terminated at any time, with or without cause, upon [insert number] [insert days,
months] written notice of termination to the Creator. However, no refund of the total contract
amount may be issued if the Brand cancels this Agreement more than halfway through its
duration.
Obligations, rights and remedies as defined under Sections 1 through 8 survive termination.
10. Choice of Law, Venue & Jurisdiction. All or any disputes arising out or touching upon or in
relation to the terms and conditions of this Agreement, including the interpretation and validity
of the terms thereof and the respective rights and obligations of the Parties, shall be settled
amicably by mutual discussion, failing which the same shall be settled through Arbitration.
11. Confidentiality. The Parties acknowledge and agree that Confidential Information, as defined
below, may be exchanged in the course of the Parties’ relationship. Each Party shall maintain the
secrecy of the other Party’s Confidential Information throughout the duration of this
Agreement, as well as for a period of two (2) years after the termination of this Agreement.
Confidential Information shall be defined as any information which is confidential and
commercially valuable to the Party owner of that 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 pertain to,
but is not limited to, the fields of research and development, forecasting, marketing, personnel,
customers, suppliers, intellectual property and/or finance or any other information which is
confidential and commercially valuable. Confidential Information shall not mean any
information which:
a) is known or available to the public at the time of disclosure or became known or
available after disclosure through no fault of the non-owner Party;
b) is already known, through legal means, to the non-owner Party;
c) is given by the owner Party to third parties, other than the non-owner Party, without
any restrictions;
d) is given to the non-owner Party by any third party who legally had the Confidential
Information and the right to disclose it; or
e) is developed independently by the non-owner Party and the non-owner Party can show
such independent development.
12. No Employment Relationship. Nothing in this Agreement shall be construed to form any
partnership, joint venture, agency, franchise, or employment relationship. Creator expressly
acknowledges that it is an independent contractor and will, at all times, act as such. Creator is
responsible for Creator’s own local, state, and federal tax liability, and no tax funds or other
required payments, such as social security, will be withheld from any of Creator’s rates/fees.
Creator will provide all supplies needed to complete the campaign and/or UGC content and will
not seek reimbursement for the same. Brand will not dictate how, where or when Creator
performs its service.
13. Entire Agreement. This Agreement is intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the Parties with respect to the subject matter contained in this Agreement and
supersedes all prior agreements, understandings and negotiations between the Parties.
14. Attorney’s Fees. In the event that either party hereto shall institute legal action for the
enforcement of this Agreement or any of its terms, or initiate any action arising from the
execution or performance of this Agreement the prevailing party shall be entitled to receive
actual attorney’s fees and court costs in addition to any other damages to which said party shall
be entitled.
15. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties
hereto, their valid assigns and their successors in interest.
16. Amendments. This Agreement may not be amended or modified in any way except by a writing
which is dated and signed by all parties hereto.
17. Severability. Each of the clauses hereof is separate and severable. In the event that any clause,
condition or provision hereof shall be declared illegal, unenforceable or void by a court of
competent jurisdiction all other clauses, conditions and provisions hereof shall, nevertheless, be
fully enforceable and effective. Notwithstanding the foregoing, however, in the event that a
clause is declared illegal, unenforceable or void and said declaration would leave this Agreement
enforceable against only one party hereto, then the instant paragraph shall be void and
unenforceable.
18. Warranty of Authority. Each party represents and warrants to the other party that he (a) has full
capacity to enter into this Agreement and, by executing, delivering or performing under this
Agreement he will not breach any contract to which he is currently a party and (b) has the legal
right, free of any right or interest of any third party, to perform his obligations hereunder.
19. Prompt Enforcement. The failure of either party to promptly enforce this Agreement or any of
its terms shall not be deemed to be a waiver of enforcement or implied modification of the
Agreement regardless of the number of times or the frequency with which any such term is
violated.
20. Counterparts. This Agreement may be signed in one or more counterparts and signature on one
counterpart shall be deemed to be the signature of all.
IN WITNESS WHEREOF, the Parties hereto have entered into this Agreement effective as of the date the
Agreement becomes fully executed.
APPROVED AND AGREED:
Dated: [insert date]
By:
[INSERT NAME OF CREATOR] [INSERT NAME OF BRAND]
/s/__________________________ /s/__________________________
[INSERT REPRESENTATIVE NAME]
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