PRODUCT PROMOTION AGREEMENT
THIS AGREEMENT is hereby entered into on this ………………day of …….……………. Two Thousand and ……………………………
BETWEEN
1.[Your Company Name], with its principal place of business at [Your Address] hereinafter referred to as (“Company”),
AND
- [Participant’s Name], residing at [Participant’s Address] hereinafter referred to as (“Participant”)
RECITALS
WHEREAS, Company has developed a unique and innovative product designed for uniformed Participants;
WHEREAS, Company seeks to promote its product through a comprehensive marketing campaign, including the creation and utilization of marketing materials, such as photographs and videos, depicting uniformed Participants using the product;
WHEREAS, Participant agrees to participate in the marketing campaign by providing Company with the right to use images and videos depicting Participant using the product;
WHEREAS, the parties wish to establish the terms and conditions under which Participant’s participation will be governed.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
- PURPOSE:
3.1 Company has developed a unique and innovative product designed for uniformed Participants. The Company seeks to promote its product through a comprehensive marketing campaign, which includes creating and utilizing various marketing materials, such as photographs and videos. These materials may depict a diverse group of individuals, including actual uniformed Participants, as well as hired men and women posing as Participants and average individuals, all using the product. This Agreement outlines the terms and conditions under which Participant agrees to participate in the marketing campaign.
- GRANT OF RIGHTS:
4.1 License to Use Images and Videos: Participant hereby grants to Company a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, publicly display, and publicly perform the images and videos captured during the photo/video shoot (the “Materials”) on Company’s official website, social media platforms, marketing materials, and any other Company-owned promotional platforms, without displaying Participant’s identifiable face.
4.2 Modification of Materials: Company shall have the right to edit, alter, adapt, or modify the Materials in any way as Company sees fit for the purposes of marketing and promotion. Company shall not modify the Materials in a way that distorts the original context or message of the Materials.
4.3 Removal of Materials: In the event that Participant requests the removal of any specific images or videos in writing, Company agrees to promptly remove the specified materials from its official website, social media platforms, marketing materials, and any other Company-owned promotional platforms. Company shall make reasonable efforts to ensure the removal within a [reasonable timeframe, e.g., 14 days] from the receipt of the written request.
- COMPENSATION:
5.1 Payment for Participation: In consideration for Participant’s participation in the photo/video shoot, Company shall provide Participant with a one-time payment of [Amount] USD. This payment shall be made via [Preferred Payment Method, e.g., check, direct deposit] and will be subject to any applicable tax withholdings as required by law.
5.2 Payment Schedule: The payment described in Section 3(a) shall be made within [Number] business days following the successful completion of the photo/video shoot. Completion of the photo/video shoot includes Participant’s fulfillment of all required tasks and obligations outlined in this Agreement.
5.3 Use of Identifiable Face Compensation: In the event that Participant grants explicit permission for Company to use Participant’s identifiable face in the Materials, Participant shall be entitled to an additional compensation of [Amount] USD. This additional compensation is voluntary, and Participant’s consent to use their identifiable face shall not impact Participant’s eligibility to receive the base compensation described in Section 3(a).
5.4 Method of Payment: The additional compensation specified in Section 3(c) shall be provided using the same preferred payment method chosen by Participant for the base compensation. The payment will be subject to any applicable tax withholdings as required by law.
5.5 Release of Payment: The additional compensation described in Section 3(c) shall be released to Participant within [Number] business days following the Company’s receipt of Participant’s explicit permission to use their identifiable face. Participant’s permission shall be confirmed in writing and retained by the Company for recordkeeping purposes.
5.6 Taxes and Reporting: Participant acknowledges that they are responsible for any taxes, including income tax, associated with the compensation received under this Agreement. Company shall provide any necessary tax documentation as required by law.
- OWNERSHIP AND TRADEMARKS:
6.1 Ownership of Materials: Participant acknowledges and agrees that all rights, title, and interest in and to the Materials remain the property of the Company. Notwithstanding, Participant grants Company the rights specified in Section 2 of this Agreement for the limited purpose of promoting Company’s products.
6.2 Company’s Trademarks: Participant acknowledges and agrees that [Your Company Name]’s logo and other related trademarks are the exclusive property of the Company. Nothing in this Agreement shall grant Participant any rights to use or display these trademarks, except as expressly provided herein.
- CONFIDENTIALITY:
7.1 Definition of Confidential Information: Participant acknowledges that during the course of the photo/video shoot and any related discussions, Participant may have access to certain confidential and proprietary information belonging to the Company. Confidential Information includes, but is not limited to, trade secrets, business plans, marketing strategies, financial data, customer information, product designs, and any other information that is not generally known to the public and gives the Company a competitive advantage (“Confidential Information”).
7.2 Duty of Confidentiality: Participant agrees to treat all Confidential Information as strictly confidential and not to disclose, reproduce, distribute, transmit, or otherwise disseminate any Confidential Information to any third parties, except as expressly permitted by this Agreement.
7.3 Use of Confidential Information: Participant agrees to use the Confidential Information solely for the purpose of participating in the photo/video shoot and fulfilling Participant’s obligations under this Agreement. Participant shall not use the Confidential Information for any other purpose or for Participant’s own personal gain.
7.4 Protection of Confidential Information: Participant shall take all reasonable measures to protect the confidentiality of the Confidential Information. Participant shall use at least the same degree of care that Participant uses to protect Participant’s own confidential information of a similar nature, but in no event less than reasonable care.
7.5 Permitted Disclosures: Participant may disclose Confidential Information to Company’s employees, agents, or contractors who have a legitimate need to know such information in connection with the photo/video shoot, provided that such individuals are bound by similar confidentiality obligations. Participant may also disclose Confidential Information if required by law, provided Participant gives prompt notice to the Company and cooperates with the Company’s efforts to limit the scope of such disclosure.
7.6 Return of Materials: Upon the Company’s request or termination of this Agreement, Participant shall promptly return to the Company all physical and electronic copies of materials, documents, or data containing or referencing Confidential Information.
- NON-DISPARAGEMENT:
8.1 Participant agrees not to make any statements, whether oral or written, that could harm the reputation, goodwill, or business interests of Company.
8.2 This provision shall not prohibit Participant from providing truthful information when required by law or legal process.
- NON-ENDORSEMENT:
9.1 Participant acknowledges and agrees that their participation in the promotional activities does not imply an endorsement of the Product or Company by their respective departments or organizations, including but not limited to police departments, fire departments, EMS agencies, animal control, judicial entities, corrections facilities, and any other relevant organizations. Participant shall not make any representations suggesting an official endorsement by these departments or organizations.
9.2 Participant acknowledges and agrees that their participation in the promotional activities, including photo/video shoots involving fire fighters, EMS personnel, animal control Participants, judicial representatives, corrections Participants, and average individuals, is intended solely for the purpose of promoting the Company’s products. The participation of individuals from various professions and backgrounds is meant to demonstrate the broad applicability and benefits of the Product. Participant shall not imply any official endorsement by any department or organization.
- NON-COMPETITION:
10.1 During the term of this Agreement and for a period of [Duration] years after its termination, Participant agrees not to promote, endorse, or participate in any products or services that directly compete with the Product, without Company’s prior written consent.
- UNAUTHORIZED DISTRIBUTION AND REMEDIES:
11.1 Participant agrees not to share, repost, distribute, or otherwise disseminate the Materials to any third party, including personal or professional networks, without the express written consent of Company.
11.2 In case of unauthorized distribution, Company shall have the right to seek injunctive relief, damages, and any other legal remedies available under applicable law.
- INDEMNIFICATION:
12.1 Indemnification Obligation: Participant hereby agrees to indemnify, defend, and hold harmless the Company, its Participants, directors, employees, agents, and affiliates (collectively referred to as “Indemnified Parties”) from any and all claims, demands, liabilities, expenses, damages, costs, and losses (including reasonable attorney’s fees and costs) arising out of or in connection with:
12.1.1 Participant’s breach of any representation, warranty, or covenant set forth in this Agreement.
12.1.2 Any misrepresentation made by Participant in connection with the photo/video shoot or the use of the Materials.
12.1.3 Participant’s unauthorized use, modification, or distribution of the Materials, or any violation of the rights of any third party arising from such use.
12.1.4 Any claim that the Materials or any use thereof infringes upon or violates the intellectual property rights or other rights of any third party.
- INTELLECTUAL PROPERTY:
13.1 Materials Ownership: Participant acknowledges and agrees that all rights, title, and interest in and to the Materials, excluding the Company’s trademarks, shall remain the property of the Company. The Company is granted a limited, non-exclusive license to use the Materials as specified in Section 2 of this Agreement.
13.2 Company’s Trademarks: Participant acknowledges that [Your Company Name]’s logo and other related trademarks (“Company Trademarks”) are the exclusive property of the Company. Participant agrees not to use, reproduce, modify, or display the Company Trademarks without the Company’s prior written consent.
13.3 Derivative Works: Participant agrees that any modifications, enhancements, or derivative works created by the Company based on the Materials shall be the exclusive property of the Company. Participant shall not have any rights or interests in such derivative works.
13.4 Ownership of Product Designs: Participant acknowledges and agrees that any product designs, sketches, drawings, or concepts created during the course of the photo/video shoot, whether by Participant or in collaboration with Company representatives, shall be the exclusive property of the Company.
13.5 Non-Use of Company’s IP: Participant agrees not to use any of the Company’s intellectual property, including trademarks, logos, product names, or any other proprietary material, except as expressly permitted by this Agreement.
- DISPUTE RESOLUTION:
14.1 In the event of any dispute arising out of or relating to this Agreement, the Parties agree to first attempt to resolve the matter amicably through mediation. If mediation does not result in a resolution, the dispute shall be settled through binding arbitration in accordance with the rules of the American Arbitration Association. The costs of mediation and/or arbitration shall be borne by the party initiating the dispute.
- GOVERNING LAW AND JURISDICTION:
15.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [insert state], without regard to its conflict of law principles.
15.2 Jurisdiction: Any legal action or proceeding arising under or in connection with this Agreement shall be brought exclusively in the courts of [insert state], and the parties hereby submit to the personal jurisdiction of such courts.
- ENTIRE AGREEMENT:
16.1 This Agreement constitutes the entire understanding between the parties, supersedes all prior discussions, negotiations, and agreements, whether written or oral, relating to the subject matter herein.
- SEVERABILITY:
17.1 If any provision of this Agreement is held to be invalid or unenforceable under applicable law, such provision shall be deemed stricken while the remaining provisions shall continue in full force and effect.
- AMENDMENT AND WAIVER:
18.1 Any amendment or modification to this Agreement shall be valid only if executed in writing and duly signed by both parties. The waiver of any breach or default under this Agreement shall not constitute a waiver of any subsequent breach or default.
IN WITNESS WHEREOF, the parties hereto have executed this Product Promotion Agreement as of the date first above written.
Signed by or on behalf of:
THE UNDERSIGNED HAVE READ, FULLY UNDERSTOOD AND BY SIGNING
COMPANY PARTICIPANT
NAME: NAME:
_______________________________ ________________________
SIGNATURE: SIGNATURE:
_______________________________ ___________________________
DATE: DATE:
_______________________________ ___________________________
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