Marketing Video Testimonial

MARKETING VIDEO TESTIMONIAL AGREEMENT

Parties

Brand/Client Name:

Participant/Talent Name:

Agreement Date and Scope

Effective Date:

Campaign Name:

Deliverables & Production

Deliverable Description:

Delivery Deadline(s):

Production/Recording Location:

Compensation & Expenses

Total Fee:

Reimbursable Expenses (if any):

Kill Fee upon Termination by Brand:

Usage Rights & Intellectual Property

License Grant: Participant hereby grants to Brand an exclusive, royalty-free, perpetual, sublicensable, worldwide license to reproduce, distribute, publicly perform, display, modify, sublicense and create derivative works of the delivered testimonial videos and all promotional materials that incorporate the Participant's name, likeness, voice, performance and biography in connection with Brand's marketing, advertising, sales and promotional activities in all media now known or later developed.

Ownership of Deliverables: Unless otherwise agreed in writing, Brand shall own all right, title and interest in the final edited deliverables and any works created by Brand or its contractors that incorporate Participant's performance; Participant retains no copyright in the edited deliverable except as expressly set forth herein.

Approvals, Editing & Moral Rights

Brand shall have final editorial control over content, edits, titles, captions and length. Participant consents to reasonable editing and waives any moral rights in the deliverables to the extent permitted by law.

Representations, Warranties & Release

Participant represents and warrants that Participant is at least 18 years of age, has full right and authority to enter into this Agreement and to grant the rights granted herein, and that Participant's statements in the testimonial are truthful to the best of Participant's knowledge. Participant releases Brand and its licensees from any claims relating to the authorized use of the testimonial and Participant's likeness as provided in this Agreement.

FTC Disclosure & Endorsement Compliance

Participant agrees to disclose the relationship with Brand in a clear and conspicuous manner consistent with applicable consumer protection and endorsement guidance. Participant will make a clear statement that the testimonial is a paid or sponsored endorsement at the beginning or within the testimonial as reasonably directed by Brand.

Disclosure Text (if required):

Exclusivity & Conflicting Engagements

Exclusivity Period: For the period beginning on the Effective Date and continuing for , Participant shall not provide endorsements, testimonials or promotional content for direct competing products or services reasonably identified by Brand without Brand's prior written consent.

Termination

Either party may terminate this Agreement upon days' written notice to the other. Upon termination, Brand shall pay Participant for services performed and approved deliverables delivered prior to termination and the agreed kill fee if applicable.

Indemnification & Limitation of Liability

Each party will indemnify, defend and hold harmless the other party from third-party claims arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct. Except for indemnification obligations and willful misconduct, neither party shall be liable to the other for incidental, consequential or punitive damages.

Confidentiality & Publicity

Confidential Information disclosed in connection with this Agreement shall be used only for performance hereunder and not disclosed to third parties except as required by law. Brand may use Participant's name, title and likeness in connection with the marketing of the deliverables unless Participant provides written notice limiting publicity as described here:

Miscellaneous

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified here: .

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

Representations Regarding Legal Capacity

If Participant is signing on behalf of a company or organization, indicate entity type:

Individual Business/Corporation Other

Acknowledgment

By signing below, the parties acknowledge they have read, understood and agree to be bound by the terms of this Agreement and that the individual signing on behalf of a party has the authority to bind such party.

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