Social Media Snapchat Contract

SOCIAL MEDIA SNAPCHAT CONTRACT

This Social Media Snapchat Contract ("Agreement") is entered into as of Effective Date: by and between Influencer Name: (hereinafter "Influencer") and Brand Name: (hereinafter "Brand"). Each of Influencer and Brand may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Brand desires to engage Influencer to create, publish and promote specified content on the Snapchat platform for the purpose of marketing Brand's products, services or campaigns under the terms set forth in this Agreement; and

WHEREAS, Influencer represents that Influencer has an established profile on Snapchat and the ability to create, publish and promote short-form, ephemeral and/or story-format content consistent with Brand's campaign objectives; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to the creation, approval, publication, usage and removal of sponsored Snapchat content.

NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. SERVICES

1.1 Scope of Services. Influencer shall create, caption, and publish Snapchat content in accordance with the campaign description and deliverables set forth in Campaign Name: and Deliverables:

1.2 Posting Schedule. Influencer will publish content according to the posting schedule and frequency specified below and in Posting Schedule:

2. TERM

2.1 Term. This Agreement shall commence on the Effective Date and continue for Term (months): months unless earlier terminated in accordance with Section 11.

3. COMPENSATION

3.1 Fees. In consideration for the Services, Brand shall pay Influencer the total fee of $ (the "Fee") in accordance with the Payment Terms:

3.2 Expenses. Brand shall reimburse only pre-approved, documented out-of-pocket expenses incurred by Influencer in connection with the Services. Any expense requiring reimbursement must be pre-approved in writing by Brand.

4. CONTENT OWNERSHIP AND LICENSES

4.1 Ownership of Materials. Influencer retains ownership of all underlying content, creative concepts and raw footage produced by Influencer in the performance of the Services, except as expressly assigned below.

4.2 License Grant. Upon payment in full of the Fee, Influencer grants Brand a limited, non-exclusive, worldwide, royalty-free license to use the published Snapchat content and any approved static assets for Promotional Uses:

4.3 Duration of License. The license granted in Section 4.2 shall commence on publication and continue for License Term (months): months unless otherwise agreed in writing.

5. APPROVAL AND REVIEW

5.1 Approval Process. All content to be published pursuant to this Agreement must be submitted to Brand for approval Delivery Deadline (days prior to planned post): days prior to the scheduled post. Brand shall provide any requested changes within Review Period (days): days of submission; failure to respond within such period will constitute deemed approval.

5.2 Creative Direction. Influencer shall use commercially reasonable efforts to incorporate Brand's reasonable creative direction. Influencer shall retain final creative control over the content's voice and presentation provided it complies with Brand's written creative guidelines and the terms of this Agreement.

6. COMPLIANCE AND DISCLOSURE

6.1 Platform Rules. Influencer shall comply with all applicable terms of service, community guidelines and content standards of the Snapchat platform and shall not publish content that violates third party intellectual property or privacy rights.

6.2 Advertising Disclosures. Influencer shall clearly and conspicuously disclose the material connection between Influencer and Brand in each Sponsored Post in a manner consistent with applicable advertising and endorsement laws and regulations.

7. EXCLUSIVITY AND COMPETITION

7.1 Exclusivity. Influencer shall be subject to exclusivity with respect to Exclusivity Category: for Exclusivity Period (days): days following the final Sponsored Post. Check box to indicate exclusivity applies:

8. REPORTING AND METRICS

8.1 Reporting. Influencer will provide Campaign Performance Report: following each Sponsored Post, including impressions, views, engagements, and other relevant metrics available to Influencer.

8.2 Access. To the extent Influencer has access to analytics or account-level metrics, Influencer agrees to provide reasonable access or exported reports to Brand upon request.

9. CONFIDENTIALITY

9.1 Confidential Information. Each Party shall hold in confidence and not disclose to any third party any non-public business or technical information of the other Party that is marked or reasonably understood to be confidential, except as necessary to perform its obligations hereunder or as required by law.

10. REPRESENTATIONS, WARRANTIES AND COVENANTS

10.1 Influencer Representations. Influencer represents and warrants that: (a) Influencer has the full right and authority to enter into this Agreement and to grant the rights granted herein; (b) the content created will be original to Influencer and will not infringe the intellectual property, publicity or privacy rights of any third party; and (c) Influencer will comply with applicable laws and advertising disclosure requirements.

10.2 Brand Representations. Brand represents and warrants that it has the full right and authority to provide the materials and instructions provided to Influencer and that such materials do not violate any applicable law or third-party right.

11. INDEMNIFICATION AND LIMITATION OF LIABILITY

11.1 Indemnification. Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") from and against any third-party claims, damages, liabilities and costs (including reasonable attorneys' fees) arising out of a material breach of its representations, warranties or covenants under this Agreement, or from its negligent or willful misconduct in performing the Services.

11.2 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither Party shall be liable to the other for consequential, incidental, special or punitive damages. The Parties' aggregate liability for direct damages arising out of or related to this Agreement shall not exceed the total Fee paid to Influencer under this Agreement.

12. TERMINATION

12.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon written notice to the other Party with Termination Notice (days): days. Upon termination for convenience Brand shall pay Influencer for Services rendered and approved deliverables completed through the effective date of termination.

12.2 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within Cure Period (days): days after receipt of written notice.

13. CONTENT REMOVAL

13.1 Removal Requests. Brand may request removal or modification of published content on reasonable grounds. Influencer agrees to remove or modify the specified content within Removal Period (days): days of receipt of a valid written removal request subject to payment obligations for Services already performed.

14. NOTICES

14.1 Notice Addresses. All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below. Notice to Influencer:

15. AMENDMENT; WAIVER; COUNTERPARTS

15.1 Amendment. No amendment or modification of this Agreement shall be valid unless in writing and executed by both Parties.

15.2 Waiver. No waiver by either Party of any breach of this Agreement shall be deemed a waiver of any subsequent breach.

15.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together constitute one and the same instrument.

16. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of laws principles.

16.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.3 Entire Agreement. This Agreement, together with 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 understandings, agreements and negotiations.

MISCELLANEOUS PROVISIONS

17.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Brand may assign this Agreement in connection with a merger or sale of substantially all of its assets.

17.2 Publicity. Neither Party shall issue public announcements or press releases concerning the existence of this Agreement or the transaction contemplated herein without the prior written consent of the other Party, except that Influencer may reference the Brand relationship in content as expressly permitted under this Agreement.

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