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Endorsement Contract Agreement

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Endorsement Contract Agreement

This Endorsement Contract Agreement (the "Agreement") is entered into as of the day of , by and between Company Name: a with principal place of business at ("Company"), and Endorser Name: of ("Endorser").

Recitals

WHEREAS, Company develops, manufactures, markets and sells certain products and services, including the product or service to be promoted described as (the "Product");

WHEREAS, Endorser has public recognition and influence in certain media channels and has expertise, reputation and audience reach that Company desires to engage to promote the Product; and

WHEREAS, Company desires to retain Endorser to provide certain promotional and endorsement services on the terms and conditions set forth in this Agreement, and Endorser agrees to provide such services.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. Definitions

For purposes of this Agreement, the following terms shall have the following meanings: "Deliverables" means the promotional content, appearances, statements, social media posts, photographs, videos and other materials to be created or delivered by Endorser as described in Section 2. "Materials" means any recordings, scripts, graphics and other works provided by Company to Endorser for use in creating the Deliverables. "Net Revenues" means gross receipts actually received by Company from sales of the Product less customary trade discounts, returns and taxes.

2. Services; Deliverables

Endorser shall provide the endorsement services described in this Section ("Services"). Endorser shall create and deliver the Deliverables in accordance with the schedule and specifications set forth below and in any statements of work executed by the parties.

3. Term

The term of this Agreement shall commence on the Effective Date and shall continue for a period of months unless earlier terminated as provided herein. Unless otherwise agreed in writing, upon expiration the license granted in Section 5 shall continue only as expressly provided therein.

4. Compensation; Expenses

As full consideration for the Services, Company shall pay Endorser the compensation set forth below in accordance with the payment schedule. All fees are exclusive of taxes unless otherwise stated.

5. Grant of Rights; License

Endorser hereby grants to Company a worldwide, non-exclusive/non-transferable (select applicable by checking one below) license to use, reproduce, distribute, display, perform and create derivative works of the Deliverables and Endorser's name, image, likeness and biographical material in connection with the marketing and sale of the Product for the term specified below.

6. Approvals; Revisions

Company shall have the right to review and approve all Deliverables prior to public dissemination. Company will provide approval or reasonable revision requests within days of submission. Endorser shall make reasonable revisions requested by Company where such requests are consistent with the agreed creative direction.

7. Exclusivity; Conflicts

During the Term, Endorser shall not provide endorsements, promotions or advertising for products that directly compete with the Product in the Territory without Company's prior written consent. The parties may specify any carve-outs or permitted pre-existing relationships in the box below.

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. Endorser represents and warrants that (a) the Deliverables will be original to Endorser and will not infringe the rights of any third party; (b) Endorser will disclose any material connection between Endorser and Company as required by applicable law and advertising standards; and (c) Endorser's performance will not violate any material contractual or legal obligation.

9. Confidentiality

Each party shall hold in confidence all non-public business, technical and financial information disclosed by the other party in connection with this Agreement and shall not use such information except as necessary to perform under this Agreement. Confidential information shall not include information that is or becomes publicly known without breach of this Agreement or that is independently developed by the receiving party.

10. Compliance with Laws; Disclosures

Endorser agrees to comply with all applicable laws, rules and regulations in performing the Services, including advertising and endorsement disclosure requirements. Endorser shall include clear and conspicuous disclosures of the material connection with Company in any public endorsements as required by applicable law and industry standards.

11. Indemnification

Endorser shall indemnify, defend and hold harmless Company and its officers, directors, employees and agents from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of Endorser's representations, warranties or obligations under this Agreement, or any claim that the Deliverables infringe or misappropriate any third-party rights.

12. Limitation of Liability

Except for liability arising from a party's gross negligence, willful misconduct, breach of confidentiality, or indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages. Company's aggregate liability under this Agreement shall not exceed the total sums paid to Endorser under this Agreement in the twelve (12) months preceding the claim.

13. Termination

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. Company may terminate immediately for Endorser's material misconduct or breach of the representations in Section 8.

14. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by notice).

15. Assignment; Amendments; Waiver; Counterparts

Neither party may assign this Agreement without the prior written consent of the other party, except that Company may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and may be amended only by a written instrument executed 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 shall 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 or jurisdiction selected by the parties below without regard to conflict of law principles. This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. Miscellaneous Provisions

The parties acknowledge that time is of the essence with respect to the performance of the Deliverables. The parties agree to cooperate in good faith to effectuate the purposes of this Agreement. Any amounts referred to are in the currency specified in the payment terms.

Company

Printed Name:

By:

Date:

Endorser

Printed Name:

By:

Date:

Enter text✕

What an Endorsement Contract Agreement Is and When it Applies

An Endorsement Contract Agreement documents a formal commitment by one party (the endorser) to promote, recommend, or lend their name or reputation to another party's products, services, or brand in exchange for consideration. It defines the scope of the endorsement, deliverables, compensation, usage rights for name and likeness, confidentiality obligations, duration, termination triggers, and dispute resolution. The agreement creates enforceable obligations when signed by authorized parties and helps manage IP, advertising claims, and regulatory compliance associated with endorsements.

Why a Clear Endorsement Contract Agreement Matters

A precise endorsement agreement reduces ambiguity about expectations, protects intellectual property and reputation, allocates risk, and documents compensation and deliverables so the parties can enforce their rights if disputes arise.

Why a Clear Endorsement Contract Agreement Matters

Who Typically Creates and Signs an Endorsement Contract Agreement

Parties that commonly use endorsement agreements include talent or influencers, marketing teams, brands, advertising agencies, and legal counsels coordinating promotional campaigns.

  • Brands and advertisers that hire endorsers for paid promotions or ambassador programs.
  • Influencers, public figures, or experts granting use of their name, image, or testimonial.
  • Agencies and legal teams managing compliance with advertising and disclosure rules.

Identify all expected signers and their roles before drafting to ensure the final document names authorized signatories and avoids later execution delays.

Typical Signatories and Their Roles

Brand Representative

Chief Marketing Officer or authorized procurement manager who approves compensation, scope, and IP licenses; responsible for compliance with advertising and disclosure obligations.

Endorser Representative

Talent manager or the endorser (individual contractor) who confirms deliverables, exclusivity, moral clauses, and signs to grant usage rights and confirm representation accuracy.

Core Elements to Include in a Professional Endorsement Contract Agreement

Cover the must-have clauses to make the agreement operational, enforceable, and clear about obligations and limits.

Scope of Endorsement

Define channels, content types, deliverables, and frequency so both parties understand exactly what promotion is required and where it may appear.

Compensation

Specify fees, payment schedule, reimbursement of expenses, bonuses tied to performance metrics, and tax treatment of payments.

Usage Rights

Grant of license for name, image, likeness, and testimonial content; include limits on duration, territory, and permitted media.

Disclosures and Compliance

Require compliance with FTC endorsement disclosure rules and applicable advertising laws; specify who is responsible for disclosures.

Representations

Endorser warrants authenticity of statements, absence of conflicts, and authority to grant rights; brand warrants lawful product claims.

Termination & Remedies

List termination events, cure periods, post-termination content removal obligations, indemnities, and liquidated damages if applicable.

Essential Data Fields and Contract Metadata

Parties: Legal names
Effective Date: MM/DD/YYYY
Term: Duration details
Compensation: Amount terms
Deliverables: Scope summary
Governing Law: Named state

Step-by-Step: Completing an Endorsement Contract Agreement

Follow these steps in order to draft, review, and execute an enforceable endorsement agreement with minimal rework.

  • 01
    Draft the Scope: List channels, content, and performance metrics.
  • 02
    Set Compensation: Agree on amounts and schedule.
  • 03
    Add Legal Clauses: Include IP, confidentiality, and termination.
  • 04
    Authorize Signers: Confirm signatory authority and execute.

Configuring an Online Endorsement Agreement Workflow

Map the digital workflow to ensure the right people review and sign in the correct order.

Field Configuration
Signer Order Sequential or parallel routing
Authentication Email + SMS code or KBA for high-assurance
Signature Type Basic e-signature or PKI-based digital signature
Retention Store signed PDF + audit trail

Where to Send and File the Executed Agreement

Decide document recipients and storage location to satisfy legal, tax, and operational needs.

  • Brand Legal: Retain executed original copy in contract repository.
  • Finance: Send invoice and signed contract for payment processing.
  • Endorser: Provide fully executed copy to talent and manager.
  • Records: Archive in secure document management system.

Distribution Options and Platform Considerations

Select a delivery method that balances signer convenience with required authentication and auditability.

  • Email Link: Convenient; suitable for low-risk endorsements
  • Authenticated eSign: Use SMS or KBA for higher assurance
  • Registered Platform: Store signed PDFs + audit trails in secure storage

Timing, Deadlines, and What to Expect

Understand common timing expectations so payments, deliverables, and disclosures happen on schedule.

Execution:

Sign and date before campaign launch

Payment Schedule:

Follow the contract's stated payment milestones

Deliverable Deadlines:

Adhere to content delivery and approval windows

Disclosure Timing:

Ensure FTC-required disclosures appear with each endorsement

Recordkeeping:

Retain executed agreements per retention policy

Common Preparation and Execution Errors to Avoid

  • Using vague deliverable descriptions that lead to disputes over fulfillment obligations.
  • Failing to include required FTC disclosures, exposing parties to consumer protection risk.
  • Missing signatory authority checks that later invalidate the agreement.
  • Neglecting to define post-termination content removal obligations and license expirations.

Consequences of a Defective or Noncompliant Agreement

Contract Invalidity: Court may void parts or all of the agreement
Regulatory Fines: FTC enforcement for undisclosed endorsements
Tax Withholding: Incorrect W-9 data can trigger backup withholding
Reputational Harm: Misleading claims can damage brand trust
Indemnity Exposure: One party may pay third-party liabilities
Delay in Payment: Missing signatures or approvals can stall compensation

eSignature Pricing and Feature Comparison for Executing Endorsement Agreements

Compare starting prices and key features relevant to endorsement contract execution. signNow is listed first per vendor order requirements.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial, no card Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Real-World Examples of Endorsement Agreements

Practical usage examples show how clauses and workflows differ by context and help illustrate common drafting choices.

Brand Ambassador Campaign

A mid-size consumer brand engaged an influencer for a six-month ambassadorship, paid quarterly milestones

  • influencer provided monthly social posts and product photos
  • the agreement included content approval rights, FTC disclosure obligations, and a license that expired 90 days after the term.

Expert Testimonial

A professional provided a one-time testimonial for a software launch for a flat fee

  • testimonial was recorded and used in paid ads
  • the contract limited the license to two years and required a representation that the claims were accurate and non-misleading.

Frequently Asked Questions About Endorsement Contract Agreements

Answers to common questions about drafting, signing, and enforcing endorsement agreements using electronic workflows.


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