Sunday, December 15, 2019

Brand Ambassador Agreement (Free Template)

This simple and straightforward Brand Ambassador Agreement was written for Instagram clothing brand but can easily be tweaked to cover other goods and social platforms. 

Key features:

- Ambassador shall represent the Brand and the Company in a positive light, although some constructive criticism of the products’ features is permitted

- The Ambassador shall be solely responsible for ensuring that the Ambassador’s content complies with all laws, including, without limitation, IP laws and affiliate marketing disclosure rules.

- Exclusivity

- Non-Disparagement

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BRAND AMBASSADOR AGREEMENT

This Brand Ambassador Agreement (this “Agreement”) is made effective as of _______________, 2019 (the “Effective Date”) by and between _____________________ (the “Company”) and _________________ (the “Ambassador”). The parties agree as follows:

1.      Services.  
(a)  The Ambassador will use best efforts to positively represent the ____________ clothing line (the “Brand”) by uploading content wearing the Brand to the Ambassador’s Instagram account at least:

                                        i.    two (2) times per month as posts, and
                                       ii.    at least four (4) times per month as Instagram Stories.
(b)  All such branded content must include the discount code provided by the Company. When instructed by the Company, the Ambassador must post about the Brand’s special events such as new product launches and collections.

2.      Manner of Representation.
(a)  The Ambassador shall represent the Brand and the Company in a positive light, although some constructive criticism of the products’ features is permitted.
(b)  The Ambassador shall present the Brand products in a truthful, sincere manner that reflects the Company’s high standard of integrity and responsibility.
(c)  The Ambassador shall be solely responsible for ensuring that the Ambassador’s content complies with all laws, including, without limitation, IP laws and affiliate marketing disclosure rules.
(d)  The Ambassador shall not resell the Brand products privately.

3.      Compensation.
(a)  When a customer makes an order using the Ambassador’s code, the Ambassador will earn a commission of ___% on all completed orders.
(b)  The Ambassador will be paid by the end of the month for the Ambassador’s monthly performance.
(c)  The Company reserves the right to change the commission percentage, provided, however, that such changes will only apply to future sales and will not affect the commission on sales already made.
(d)  The Ambassador will not earn a commission in case of a chargeback, refund and similar events where the Company did not make money on a sale.

4.      Exclusivity.
While this Agreement is in effect, the Ambassador may not represent other fitness-related companies, brands and products.

5.      Non-Disparagement
(a)  The Ambassador shall not disparage or defame the Brand, the Company, its owner(s) and affiliates either publicly or privately.
(b)  The Company shall not disparage or defame the Ambassador either publicly or privately.
(c)  This Section shall remain in effect for one (1) year after this Agreement is terminated for any reason.

6.      Term and Termination.
(a)  This Agreement shall remain in effect for six (6) months from the Effective Date. It shall automatically renew for additional consecutive six-months terms. 
(b)  Either party may terminate this Agreement immediately for cause, or without any reason upon 30 days’ written notice to the other.

7.      Relationship of the Parties.
(a)  The parties are independent contractors. This Agreement does not create any employer-employee, agency or similar relationship.
(b)  The Ambassador has no authority to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company

8.      Confidentiality.
The Ambassador shall not disclose non-public information related to Company’s business, products, trade secrets and strategies to anyone, except as may be required by law.

9.      Indemnification. 
The Ambassador shall indemnify, defend and hold the Company, its owner(s), agents, employees and affiliates harmless against and in respect to any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including without limitation, interest, penalties, and attorneys’ fees, that the Company shall incur or suffer, which arise, result from or relate to any advertising, or action taken or omitted, or representation made by the Ambassador.

10.    Governing Law and Non-Waiver.
(a)  This Agreement and any dispute or claim arising out of, or related to it, its subject matter or formation shall be governed by and construed in accordance with the laws of California.
(b)  Enforcement of this Agreement is solely in the parties’ discretion, and failure to enforce the Agreement in some instances does not constitute a waiver of right to enforce in other instances.

11.    Arbitration. 
(a)  Any dispute, controversy or claim arising out of or related to this Agreement shall, upon the request of either party involved, be submitted to and settled by binding arbitration in San Francisco, California, pursuant to the rules then in effect of the American Arbitration Association (or at any other place or under any other form of arbitration mutually acceptable to the parties so involved). 
(b)  Any award rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in the highest court of the forum, State or Federal, having jurisdiction.  The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the cost of its own experts, evidence and counsel.
(c)  Parties understand that this clause means they waive their right to sue in court and have a jury trial.

12.    Severability and Assignment. 
(a)  If any provision of this Agreement is held by any court to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect. 
(b)  The parties may not assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without prior written consent of the other party.

13.    Entire Agreement
(a)  The terms and conditions of this Agreement supersede any previous agreement, statement of terms and conditions, or understanding between the Ambassador and the Company. 
(b)  All representations or promises relied upon in executing the Agreement are included in the Agreement. 

IN WITNESS WHEREOF, the parties have executed this Agreement.

COMPANY:
By: _____________________________
Name/Title: ______________________
Date:____________________________

AMBASSADOR:
By: ________________________________
Name: _____________________________
Date: ______________________________