Marketing Influence Agreement

MARKETING INFLUENCE AGREEMENT

This Marketing Influence Agreement (the Agreement) is entered into as of by and between Client Name: (the "Client") and Influencer Name: (the "Influencer"). Client and Influencer are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Client desires to engage Influencer to create, publish and promote marketing content in connection with Client's products and services subject to the terms and conditions of this Agreement; and

WHEREAS, Influencer represents that Influencer has the experience, audience reach and creative ability to provide such marketing services and will comply with applicable advertising, endorsements and disclosure requirements; and

WHEREAS, the Parties desire to set forth the terms of their agreement with respect to deliverables, compensation, intellectual property, confidentiality and other matters set forth herein.

PARTIES' INFORMATION

SCOPE OF WORK

Influencer shall perform the marketing and promotional services described below (the Services), in the manner, on the dates, and subject to the deliverables specified in this Agreement and any approved schedules attached hereto.

Number of paid posts:    Draft submission deadline:    Final publication deadline:

Instagram   TikTok   YouTube   Facebook   Other:

COMPENSATION AND PAYMENT TERMS

Client shall pay Influencer the fees set forth below in consideration for full performance of the Services. Unless otherwise specified in writing, all amounts are stated in U.S. dollars.

Late payment shall accrue interest at per month on any past due amount, or the maximum rate permitted by law, whichever is less. Influencer shall provide invoices to Client at:

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Either Party may terminate for material breach if such breach remains uncured for days after written notice. Termination shall not relieve Client of the obligation to pay for Services performed and accepted prior to termination.

CONFIDENTIALITY

Each Party acknowledges that in connection with this Agreement it may receive Confidential Information of the other Party. "Confidential Information" means nonpublic business, technical or financial information disclosed by one Party to the other in any form that is marked or reasonably understood to be confidential. The receiving Party shall: (a) use Confidential Information solely for performance of this Agreement; (b) restrict disclosure to employees, agents or subcontractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein; and (c) take commercially reasonable measures to protect Confidential Information from unauthorized disclosure. Confidential Information does not include information that is (i) or becomes generally known to the public through no fault of the receiving Party; (ii) rightfully known by the receiving Party prior to disclosure; or (iii) independently developed without use of the other Party's Confidential Information.

INTELLECTUAL PROPERTY; LICENSES

Influencer shall retain moral rights and any underlying pre-existing intellectual property unless expressly assigned. Upon full payment, Influencer hereby grants Client a worldwide, royalty-free, transferable, sublicensable, perpetual license to use, reproduce, distribute, display, and create derivative works of the final deliverables for commercial and promotional purposes, subject to any limitations set forth below.

COMPLIANCE; DISCLOSURE

Influencer shall comply with all applicable laws, rules and industry guidance regarding endorsements, advertising, consumer protection and disclosure, including prominently disclosing any material connection between Influencer and Client in each sponsored post. Influencer represents and warrants that Influencer will make such disclosures in a clear and conspicuous manner and will not make false or misleading statements concerning Client or Client's products.

Influencer acknowledges and agrees: I will include clear sponsorship disclosures in all paid posts.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of a breach of such Party's representations, warranties or obligations under this Agreement or the willful misconduct or negligent acts of such Party. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO INFLUENCER UNDER THIS AGREEMENT.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement 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 out of or related to this Agreement shall be resolved by the state or federal courts located in the selected state, and each Party consents to exclusive personal jurisdiction and venue therein.

MISCELLANEOUS

Entire Agreement: This Agreement, including any attachments and approved schedules, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any modification must be in writing and signed by both Parties.

Assignment: Neither Party may assign this Agreement without the other Party's prior written consent, except that Client may assign to an affiliate or successor in connection with a merger, acquisition or sale of substantially all assets.

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