Brand Partnership Agreement

BRAND PARTNERSHIP AGREEMENT

This Brand Partnership Agreement (the "Agreement") is entered into as of (the "Effective Date"), by and between Brand: , and Partner: .

RECITALS

WHEREAS, Brand conducts business in the promotion, marketing, and sale of products and/or services and seeks to engage Partner to assist in promotional activities and content creation for the Brand's products or services; and

WHEREAS, Partner has expertise and an established audience relevant to Brand's target market and is willing to provide promotional services in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions governing the partnership, the scope of services, compensation, intellectual property rights, confidentiality, and related matters.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Campaign" means the promotional activities described in Section 2 and the attached Scope of Work. 1.2 "Deliverables" means the materials, content, and other outputs to be produced by Partner as specified in the Scope of Work. 1.3 "Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature and circumstances of disclosure.

2. APPOINTMENT; SCOPE OF SERVICES

2.1 Appointment. Brand hereby engages Partner, and Partner accepts such engagement, to provide promotional and marketing services as described in the Scope of Work attached hereto and incorporated by reference.

2.2 Revisions. Partner will provide up to rounds of reasonable revisions to Deliverables unless otherwise agreed in writing. Additional revisions will be billed in accordance with Section 4.

3. TERM; TERMINATION

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue until , unless earlier terminated as provided herein.

3.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

3.3 Termination for Convenience. Either party may terminate this Agreement without cause upon days' prior written notice to the other party. Upon termination, Brand shall pay Partner for all approved but unpaid Deliverables rendered through the effective date of termination.

4. COMPENSATION; PAYMENT

4.1 Fees. Brand shall pay Partner the fees set forth in the payment schedule below. Compensation for the Campaign shall be:

4.2 Invoicing and Payment Terms. Partner shall invoice Brand in accordance with the payment schedule. Unless otherwise agreed, Brand shall pay all undisputed invoices within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4.3 Taxes. Unless otherwise specified, fees do not include taxes. Each party is responsible for its own taxes arising from the performance of this Agreement.

5. INTELLECTUAL PROPERTY

5.1 Ownership. As between the parties, Brand shall retain all right, title and interest in and to Brand Materials and Brand Marks. Partner shall retain ownership of pre-existing materials and Partner Materials, if any, provided in connection with the Campaign.

5.2 License Grant. Subject to full payment of fees due, Partner hereby grants to Brand a non-exclusive, worldwide, royalty-free license to use, reproduce, and display the Deliverables solely in connection with the Campaign and Brand's business, for the term of this Agreement unless otherwise agreed in writing.

5.3 Moral Rights. To the extent permitted by law, Partner hereby irrevocably waives and agrees not to assert any moral rights in the Deliverables against Brand.

6. CONFIDENTIALITY

6.1 Non-Disclosure. Each party shall hold the other's Confidential Information in confidence and shall not disclose it to third parties except to employees, agents, or contractors who need to know and who are bound by confidentiality obligations at least as protective as those herein.

6.2 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; or (c) is independently developed without use of the other party's Confidential Information.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement and that performance will not violate any other agreement.

7.2 Partner Warranties. Partner represents and warrants that (a) Deliverables will be original to Partner and will not infringe third-party rights; (b) any endorsements or statements about Brand's products will be truthful and substantiated; and (c) Partner will comply with applicable advertising and consumer protection laws and disclosure obligations.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification by Partner. Partner shall indemnify, defend and hold Brand harmless from and against any third-party claims arising out of (a) Partner's breach of its representations and warranties, (b) infringement of third-party intellectual property rights by the Deliverables, or (c) Partner's negligent or willful misconduct.

8.2 Limitation of Liability. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID OR PAYABLE BY BRAND TO PARTNER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. INSURANCE

Partner shall maintain commercial general liability and professional liability insurance appropriate to the services performed hereunder and shall provide evidence of such insurance upon Brand's reasonable request.

10. COMPLIANCE WITH LAWS; ENDORSEMENT DISCLOSURE

Partner agrees to comply with all applicable laws, regulations, and guidelines governing advertising, endorsements, and consumer protection. Partner shall make clear and conspicuous disclosures of any material connection between Partner and Brand in any content delivered under this Agreement.

11. PUBLICITY

Neither party shall issue any public announcement or press release regarding this Agreement or the other party's business without the other party's prior written consent, except where required by law. Notwithstanding the foregoing, Brand may use Partner's name and likeness in connection with the Campaign where Partner has granted such use in writing.

12. DATA; PRIVACY

If Partner processes personal data on behalf of Brand, the parties shall comply with applicable data protection laws and execute mutually acceptable processing terms. Each party shall implement reasonable technical and organizational measures to protect personal data.

13. INDEPENDENT CONTRACTOR

Partner is an independent contractor. Nothing in this Agreement shall be construed to create an employment, agency, joint venture, or partnership relationship other than as expressly set forth in this Agreement.

14. NOTICES

All notices required or permitted under this Agreement must be in writing and delivered to the contact information set forth below and shall be deemed given when delivered personally, sent by certified mail, or by nationally recognized overnight courier.

15. AMENDMENT; WAIVER; ASSIGNMENT; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both parties. No waiver of any breach shall be effective unless in writing. Neither party may assign this Agreement without the prior written consent of the other party, except that Brand may assign to an affiliate or purchaser of substantially all of Brand's assets. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its choice-of-law principles. This Agreement, together with any exhibits and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. The parties acknowledge that each has had the opportunity to review this Agreement with counsel and that any ambiguity shall not be construed against the drafting party.

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