Brand Leader Agreement

BRAND LEADER AGREEMENT

This Brand Leader Agreement (the Agreement) is made and entered into on this day of , (Effective Date), by and between Company Name: , having its principal place of business at , and Brand Leader Name: , residing/located at .

Recitals

WHEREAS, Company operates and markets the brand, product lines, and related promotional programs identified as ;

WHEREAS, Brand Leader has expertise, public recognition, and the ability to promote the brand and has agreed to perform promotional, creative and advisory services as set forth herein; and

WHEREAS, the parties desire to set forth their rights and obligations with respect to the services, compensation and use of intellectual property.

Now, therefore

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. Appointment and Scope

1.1 Appointment. Company hereby engages Brand Leader, and Brand Leader accepts such engagement, to act as a brand ambassador, spokesperson and advisor for the Brand during the Term described below, subject to the terms and conditions of this Agreement.

1.2 Scope of Services. Brand Leader shall perform the services set forth in the Scope of Services and Deliverables. Specific duties include, without limitation: participating in marketing campaigns, producing digital content, attending promotional events, providing strategic input, and cooperating with Company’s approved vendors. Additional details:

2. Term

2.1 Term. The initial term of this Agreement shall commence on the Effective Date and shall continue until the , unless earlier terminated in accordance with this Agreement (Term).

2.2 Renewal. Renewal, if any, shall be by mutual written agreement executed by authorized representatives of both parties.

3. Compensation

3.1 Fees. In consideration for the Services, Company shall pay Brand Leader the amounts and on the schedule set forth below. Total compensation: $.

3.2 Expenses. Company shall reimburse pre-approved, reasonable, and documented out-of-pocket expenses incurred by Brand Leader in connection with performance of the Services. Reimbursement shall be made within 30 days of submission of appropriate documentation.

4. Deliverables; Approval

Company shall have the right to review and reasonably approve all Deliverables prior to public release. Brand Leader shall incorporate reasonable revisions requested by Company within the approval timeline.

5. Ownership; License Grants

5.1 Company Materials. All materials, data, specifications and intellectual property provided by Company to Brand Leader remain the exclusive property of Company.

5.2 Brand Leader Contributions. Brand Leader hereby assigns to Company all right, title and interest in and to any Deliverables created specifically for Company under this Agreement, subject to Company’s payment obligations. To the extent legal assignment is not permitted, Brand Leader grants Company an exclusive, worldwide, perpetual, royalty-free, transferable license to use, reproduce, modify, distribute and display such Deliverables.

5.3 Pre-Existing Rights. Notwithstanding the foregoing, Brand Leader retains all rights in pre-existing intellectual property not created in the course of performing Services; however, Brand Leader grants Company a non-exclusive license to use such pre-existing materials to the extent incorporated in the Deliverables.

6. Confidentiality

6.1 Confidential Information. For purposes of this Agreement, Confidential Information means non-public business, technical, customer and financial information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential.

6.2 Obligations. Each party shall: (a) keep Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information except to employees, contractors or agents who have a need to know and who are bound by obligations of confidentiality no less restrictive than those herein.

6.3 Exceptions; Survival. Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party, is lawfully received from a third party, or is independently developed. The obligations of this section shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall be protected for as long as they remain trade secrets.

7. Publicity; Use of Likeness

7.1 License to Use Likeness. Brand Leader grants Company a limited license to use Brand Leader’s name, image, voice, photograph and biographical material solely in connection with the Deliverables and Company’s marketing for the Term and for a reasonable period after termination as necessary to wind down the campaign.

7.2 Approval Rights. Company shall not use Brand Leader’s likeness in any manner that would reasonably be expected to bring Brand Leader into public disrepute, provided Brand Leader will review and provide approvals that are not unreasonably withheld within the approval period set forth in Section 4.

8. Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Brand Leader represents that the Deliverables and Brand Leader’s performance will not infringe the intellectual property or other rights of any third party and will comply with applicable laws and regulations.

9. Indemnification

9.1 Brand Leader Indemnity. Brand Leader shall defend, indemnify and hold harmless Company, its officers, directors, employees and agents from and against all claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees) arising out of Brand Leader’s breach of representations, warranties or obligations under this Agreement, or Brand Leader’s willful misconduct or negligence.

9.2 Company Indemnity. Company shall defend, indemnify and hold harmless Brand Leader from claims arising from Company’s gross negligence, willful misconduct, or Company materials that infringe third-party rights.

10. Limitation of Liability

Except for liability arising from willful misconduct, gross negligence, or a party’s indemnification obligations, neither party shall be liable for incidental, consequential, punitive or special damages. The aggregate liability of either party for any claim arising under this Agreement shall be limited to the total compensation actually paid to Brand Leader under this Agreement.

11. Termination

11.1 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if such breach is not cured within days after written notice.

11.2 Termination for Convenience. Company may terminate this Agreement without cause upon providing days prior written notice to Brand Leader, subject to Company’s obligation to pay for Services performed through the effective date of termination.

12. Non-Solicitation

During the Term and for a period of months following termination, Brand Leader shall not, directly or indirectly, solicit for employment or engagement any person who was an employee or independent contractor of Company during the Term without Company’s prior written consent.

13. Compliance with Laws

Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including advertising, privacy and intellectual property laws. Brand Leader shall disclose any material conflicts of interest and shall not engage in conduct that reasonably would impair Brand Leader’s reputation in connection with the Services.

14. Notices

All notices or communications required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, certified mail (return receipt requested), or email where receipt is acknowledged in writing; notices are effective upon receipt.

15. Amendments; Waiver; Counterparts

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one instrument.

16. Governing Law; Entire Agreement; Severability

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to its conflict of law rules. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

Miscellaneous

The parties agree that any approval, consent or specification required by this Agreement shall not be unreasonably withheld or delayed. Brand Leader agrees to comply with reasonable brand guidelines provided by Company. Nothing in this Agreement creates a partnership, joint venture, agency relationship or employment relationship between the parties.

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