Endorsement Acknowledgment Confirmation

ENDORSEMENT ACKNOWLEDGMENT CONFIRMATION

This Endorsement Acknowledgment Confirmation (the "Confirmation") is made effective as of by and between Endorser Name: and Recipient Name: .

WHEREAS

WHEREAS, Endorser has provided services, promotional support, or public endorsement relating to the product, service or brand described as: (the "Endorsement");

WHEREAS, Recipient desires written acknowledgment from Endorser confirming the nature of the Endorsement, any agreed consideration, and the parties' respective rights and obligations in connection with use of Endorser's name, likeness, statements, or trademark in marketing, advertising, or other promotional materials; and

WHEREAS, the parties wish to reduce to writing their acknowledgement and agreed terms regarding the Endorsement as set forth in this Confirmation.

SCOPE OF WORK

PAYMENT TERMS

Unless otherwise agreed in writing, payments due to Endorser are earned upon invoicing and will be payable within days of invoice. Late payments shall accrue interest at the rate set forth above and the Recipient shall reimburse Endorser for reasonable collection costs, including attorneys' fees.

TERM AND TERMINATION

This Confirmation commences on Start Date: and continues until End Date: , unless earlier terminated as provided below.

Either party may terminate this Confirmation for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience upon days' prior written notice to the other party.

CONFIDENTIALITY

Each party acknowledges that in the course of performing under this Confirmation it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential. Each recipient of Confidential Information shall: (a) use the same degree of care to protect such information as it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose such information to any third party except to employees, agents, contractors or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely to perform its obligations under this Confirmation.

The obligations of confidentiality shall continue for a period of years from the date of disclosure, except with respect to trade secrets, for which protection shall continue for so long as such information qualifies as a trade secret under applicable law.

REPRESENTATIONS; RELEASE

Endorser represents and warrants that (a) Endorser has the full right, power and authority to grant the rights and make the acknowledgments contained in this Confirmation; (b) Endorser's endorsements and statements shall be truthful and not knowingly misleading; and (c) Endorser will obtain any necessary consents from third parties for use of third-party materials provided to Recipient.

Endorser acknowledges that Recipient may rely on the Endorsement and the acknowledgments herein and hereby releases Recipient from any claim arising from Recipient's use of the Endorsement consistent with this Confirmation and the permissions granted herein, except for willful misconduct or gross negligence.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

This Confirmation shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree that any dispute arising under or in connection with this Confirmation shall be resolved by the state or federal courts located within the selected state, and each party consents to the exclusive jurisdiction and venue of such courts.

ENTIRE AGREEMENT

This Confirmation, including any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. No modification, amendment or waiver of any provision of this Confirmation shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Confirmation is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties insofar as possible. The parties acknowledge that each has had the opportunity to consult with counsel in connection with this Confirmation.

Sign Now