Product Endorsement Agreement Defines terms for product endorsements by individuals or celebrities, specifying compensation, promotional obligations, and exclusivity.
This Product Endorsement Agreement (the "Agreement") is made and entered into as of [Effective Date] (the "Effective Date") by and between Supreme Beauty Enterprises Inc., a [State] corporation, with its principal place of business at [Address] ("Company"), and Sarah Marrow, an individual with a primary residence at [Address] (the "Endorser").
2.1. Endorsement Services
Endorser agrees to perform certain product endorsement services on behalf of the Company, which may include but are not limited to: (i) mentioning, promoting, or endorsing the Company's products or services on social media platforms; (ii) appearing in press materials and marketing campaigns; (iii) participating in public appearances, trade shows, and consumer events; and (iv) providing testimonials, reviews, or other content to be used in the promotion and marketing of Company's products or services (collectively, the "Endorsement Services").
2.2. Promotional Obligations
Endorser agrees to promote the Company's products in good faith and in a manner consistent with Company's branding and image. Endorser shall not make any false, misleading, or disparaging statements about Company or its products, or endorse any other company or product that is directly or indirectly competitive with Company's products during the term of this Agreement. Endorser is responsible for complying with all laws and regulations related to endorsement activities, including but not limited to the relevant Federal Trade Commission endorsement guidelines. Endorser shall clearly and conspicuously disclose the material connection between Endorser and Company.
3.1. Agreement Term
This Agreement shall commence on the Effective Date and continue for a period of twelve (12) months (the "Term"), unless sooner terminated in accordance with Section 6 of this Agreement. This Agreement may be renewed or extended by the mutual written agreement of the Parties.
3.2. Exclusivity
During the Term of this Agreement, Endorser shall not directly or indirectly endorse, promote, or advertise any products or services that directly compete with Company's products. Endorser shall notify Company, in writing, of any existing endorsements or promotional relationships that may conflict with this Agreement.
4.1. Payment
In consideration of the Endorsement Services provided by Endorser, Company shall pay Endorser a total fee of [Amount] (the "Fee"), payable as follows: [Payment Terms]. All payments shall be made in United States currency.
4.2. Expenses
Endorser shall be solely responsible for all expenses incurred in connection with the performance of the Endorsement Services, unless otherwise agreed upon in writing by the Parties.
5.1. Ownership
All intellectual property rights in any materials, content, or endorsements created, used, or provided by Endorser in connection with the Endorsement Services ("Endorsement Materials") shall be owned by Company. Endorser hereby assigns to Company all rights, title, and interest in and to the Endorsement Materials, together with all copyrights and other intellectual property rights therein. Endorser agrees to execute any documents necessary to effectuate such assignment.
5.2. License
Endorser hereby grants to Company a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license, with the right to sublicense, to use, reproduce, distribute, display, perform, modify, create derivative works of, make, use, sell, import, and otherwise exploit Endorser's name, image, likeness, and biographical information, in connection with the marketing, promotion, and sale of Company's products. Endorser represents and warrants that Endorser has the full right and authority to grant this license.
6.1. Termination for Convenience
Either Party may terminate this Agreement for any reason, or no reason, upon thirty (30) days' written notice to the other Party. Company shall pay Endorser a pro-rated portion of the Fee based on the Endorsement Services completed through the date of termination.
6.2. Termination for Breach
Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party is in material breach of any representation, warranty, term, or agreement contained herein, and such breach remains uncured for a period of ten (10) days following written notice thereof.
Except for a Party's indemnification obligations herein, in no event shall either Party be liable for any indirect, incidental, consequential, special, or punitive damages, whether arising from breach of contract, negligence, or any other legal theory, even if that Party has been advised of the possibility of such damages. The Parties agree that the maximum aggregate liability of either Party for any and all damages arising under or in connection with this Agreement shall not exceed the total amount of the Fee paid or to be paid by Company to Endorser under this Agreement.
Each Party (the "Indemnifying Party") agrees to indemnify, defend, and hold harmless the other Party, its affiliates, and their respective officers, directors, employees, and agents (the "Indemnified Party") from and against any and all claims, liabilities, losses, damages, costs, or expenses, including reasonable attorneys' fees, arising from or relating to: (i) any breach of any representation, warranty, term, or agreement by the Indemnifying Party in this Agreement; (ii) any negligent acts or omissions or willful misconduct of the Indemnifying Party; or (iii) any infringement or misappropriation by the Indemnifying Party of any intellectual property, privacy, or other rights of a third party.
Both Parties agree to keep the terms of this Agreement, the Fee, and any information relating to the Company's business or products that is not publicly known ("Confidential Information") strictly confidential and shall only use the Confidential Information as necessary to perform the Endorsement Services under this Agreement or as required by applicable law or regulation. The obligation of the Parties to maintain the confidentiality of the Confidential Information shall survive the termination of this Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the laws of the state of [State], without regard to its conflict of law principles. Any disputes arising under or in connection with this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The venue for arbitration shall be [City, State]. The Parties agree that the prevailing party in any arbitration or legal action shall be entitled to recover its reasonable attorneys' fees and costs.
11.1. Entire Agreement
This Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral, relating thereto.
11.2. Amendments and Waivers
This Agreement may be amended or modified only by a written instrument executed by the Parties. The waiver by either Party of any breach of any provision hereof by the other Party shall not be deemed a waiver of any other breach of the same or any other provision.
11.3. Assignment
This Agreement shall not be assigned by either Party without the prior written consent of the other Party. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
11.4. Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.
11.5. Notices
All notices, consents, or other communications required or permitted under this Agreement shall be in writing and shall be deemed given when sent by certified mail, return receipt requested, email (with confirmation of receipt), or overnight courier service with tracking capabilities, addressed to the Party to which notice is being given at the address set forth in the preamble hereto, or to such other address as may be provided by such Party to the other Party in accordance with the provisions hereof.
In this Product Endorsement Agreement, you will see the following sections:
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