Marketing Ambassadorship Agreement

MARKETING AMBASSADORSHIP AGREEMENT

Parties and Agreement Date

This Marketing Ambassadorship Agreement ("Agreement") is entered into by and between:

Effective Date: . The Brand and the Ambassador may be referred to individually as a "Party" and collectively as the "Parties."

Recitals and Campaign Overview

WHEREAS, Brand engages Ambassador to act as a marketing ambassador for the campaign described below, and Ambassador agrees to perform the Services under the terms and conditions set forth in this Agreement.

Target Audience: . Primary Channels:

Services, Deliverables and Schedule

Ambassador shall provide the deliverables described below in a professional manner consistent with industry standards and the Brand's reasonable directions. Deliverables must comply with applicable platform rules and advertising regulations.

Format: — Quantity: — Deadline:

Additional Deliverables and Milestones, if any, shall be set forth in writing and signed by both Parties. Ambassador shall submit content for Brand approval within days prior to publication.

Compensation, Expenses and Payment

As full compensation for the Services and the rights granted herein, Brand shall pay Ambassador as follows:

Expenses: Brand shall reimburse pre-approved, itemized, reasonable expenses only if submitted with receipts within days of incurrence.

Term, Territory and Exclusivity

Term Start: . Term End: .

Territory:

The Parties agree to the following exclusivity terms during the Term:

Ambassador will not promote competitive products as defined by Brand without prior written consent.

No exclusivity; Ambassador free to enter into other agreements.

License, Ownership and Use Rights

Ambassador hereby grants Brand a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, display and create derivative works of the Deliverables for the Term plus an additional months solely for marketing and promotional purposes, unless otherwise agreed in writing.

Intellectual Property Ownership: Ambassador retains moral and copyright interests in original content created by Ambassador, subject to the license granted above. Brand retains ownership of Brand trademarks and any Brand-provided assets.

FTC Disclosure Compliance & Endorsements

Ambassador represents and warrants that all Deliverables will include clear, conspicuous disclosure that the Ambassador has received compensation or a material connection to Brand, in compliance with applicable advertising and endorsement laws and regulations.

Ambassador acknowledges obligation to use appropriate disclosure language and to maintain records demonstrating compliance.

Representations, Warranties and Compliance

Each Party represents and warrants that it has full power and authority to enter into this Agreement. Ambassador warrants that Deliverables will not infringe third-party intellectual property rights and will comply with applicable laws and platform terms. Ambassador will secure any necessary releases from third parties appearing in Deliverables.

Confidentiality and Publicity

Confidential Information disclosed in connection with this Agreement will be held in confidence by the receiving Party and used only for performance under this Agreement. Ambassador shall not issue public statements about the Parties' business relationship without Brand's prior written consent, except as required by law.

Indemnification, Insurance and Taxes

Ambassador shall indemnify and hold harmless Brand from claims arising out of Ambassador's breach of representations or the content of Deliverables. Brand shall indemnify Ambassador for claims arising out of Brand materials or instructions. Each Party is responsible for its own taxes; Ambassador is an independent contractor and is solely responsible for reporting and paying taxes.

Termination

Either Party may terminate this Agreement upon days' written notice. For material breach not cured within days after notice, the non-breaching Party may terminate immediately. If Brand terminates without cause prior to completion of agreed Deliverables, Brand will pay the kill fee specified above.

Reporting and Metrics

Ambassador shall provide Brand with post-campaign metrics, including reach, impressions, engagement rates and any reasonably available backend analytics within days after final Deliverable.

Independent Contractor; Governing Law; Dispute Resolution

Ambassador is an independent contractor; nothing in this Agreement creates an employment relationship. This Agreement will be governed by the laws of the state of without regard to conflict of laws principles. Parties shall attempt to resolve disputes in good faith and, if unresolved, submit to binding arbitration in the county where Brand maintains its primary place of business unless otherwise agreed in writing.

Miscellaneous

Entire Agreement: This Agreement, together with any exhibits or statements of work signed by the Parties, constitutes the entire agreement and supersedes prior discussions. Amendments must be in writing and signed by both Parties.

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