This Instagram Influencer Agreement (the "Agreement") is made and effective [DATE],
BETWEEN: [YOUR COMPANY NAME] (the "Company"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
AND: [NAME OF INFLUENCER] (the "Influencer"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
The Company and the Influencer may be referred to collectively as the “Parties.”
In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the Parties hereto agree as follows:
1.1 The Company hereby engages the Influencer from the date of execution of this Agreement through and including the date(s) of performance (“the Term”) for the limited purpose of promoting certain brands and brand content, through the Influencer’s Instagram account. The nature of the brand content to be promoted and the specific details and requirements of the promotion are outlined in the attached Schedule A. During the Term, the Influencer agrees to be engaged for the purpose of promoting the brand content and to be bound by the guidelines as attached as Schedule B (“Guidelines”). The Company hereby appoints the Influencer as its representative on a non-exclusive, non-employee basis to endorse and promote its Services to the target audience.
2.1 This Agreement shall have an initial term of one (1) year and shall automatically renew for additional one-year terms thereafter unless either Party provides 21 days’ prior written notice of its intention of nonrenewal.
2.2 When this Agreement shall terminate, the Influencer’s rights to use the brand name as described within this Agreement shall terminate as well.
2.3 Should the Influencer fail to perform and meet the Company’s expectations, the Company can terminate this Agreement with 21 days’ prior written notice.
3.1 The Influencer will deliver the agreed number of posts on Instagram on behalf of the Company, as outlined in Schedule A. The Services shall conform to the specifications and instructions of the Company as outlined in Schedule B, abide by the rules of the social media platform, and are subject to the Company’s acceptance and approval. The Company has a maximum of [No. of days] days to reject any deliverable in accordance with this section and must notify the Influencer within [No. of days] days of receipt of work that additional revisions and/or amendments will be requested.
4.1 The Influencer acknowledges and agrees that the Company, for the purpose of performing the Services under this Agreement, shall own, exclusively and in perpetuity, all rights of whatever kind and character and in any and all languages, in and to the videos, photographs, text and/or all works of similar nature produced, developed, or created by the Influencer for this Agreement, and any and all intellectual property rights thereto, including trademarks, trade secrets, trade dress, design, mask work, copyrights, and patent rights (collectively, the “Content”), including the right to sublicense the Content to the Company’s brand partners (the “Brand Affiliates”). Notwithstanding the foregoing, the Influencer may delete posts from his/her owned and/or controlled social media channels containing any Content after a period of ninety (90) days from post date.
5.1 The Company shall cause the Influencer to grant to the Company and to the Brand Affiliates a limited, non-exclusive, royalty-free right and license to feature Content generated by the Influencer as part of the Campaign (including the Influencer’s name and likeness) on the Company’s and Brand Affiliates’ owned and controlled social media platforms and within third-party digital and broadcast platforms and print platforms, including but not limited to: ad networks, email marketing, paid search listings, television, radio, newspapers, magazines and brochures, Facebook, Instagram, Tik Tok, Twitter, YouTube, Pinterest, and website blogs during the term of this Agreement and for a period of twelve (12) months thereafter.
6.1 The Company grants to the Influencer a temporary license to use the Brand Affiliates’ name and promotional materials as may be necessary to achieve the promotional purpose, but only in compliance with the Guidelines and only to achieve the promotional purpose as described in Schedule A. The Influencer grants to the Company a perpetual license to use the Influencer’s name and likeness in all media, including the Company website and the brand website and on social media sites and in all formats of print and digital media advertising.
7.1 Either Party may terminate this Agreement upon fourteen (14) days’ prior written notice if the other Party breaches this Agreement and does not cure such breach within such time period. In addition to any right or remedy that may be available to the Company under this Agreement or applicable law, in the event that the Influencer has breached this Agreement, the Company may (i) immediately suspend, limit or terminate the Influencer’s access to any Company account, and/or (ii) instruct the Influencer to cease all promotional activities or make clarifying statements, and the Influencer shall immediately comply. Either Party may terminate this Agreement at any time without cause upon thirty (30) days’ prior written notice to the other Party.
CONFIDENTIALITY AND EXCLUSIVITY
8.1 During the course of the Influencer’s performance of Services for the Company, the Influencer will receive, have access to and create documents, records and information of a confidential and proprietary nature to the Company and customers of Company. The Influencer acknowledges and agrees that such information is an asset of the Company or its clients, is not generally known to the trade, is of a confidential nature, and, to preserve the goodwill of the Company and its clients, must be kept strictly confidential and used only in the performance of the Influencer’s duties under this Agreement. The Influencer agrees that he/she will not use, disclose, communicate, copy or permit the use or disclosure of any such information to any third party in any manner whatsoever, except to the existing employees of the Company or as otherwise directed by the Company in the course of the Influencer’s performance of Services under this Agreement, and thereafter only with the written permission of the Company. Upon termination of this Agreement or upon the request of the Company, the Influencer will return to the Company all of the confidential information, and all copies or reproductions thereof, which are in the Influencer’s possession or control. The Influencer agrees that during the tenure of this contract, and for a three-month term afterward, the Influencer will not undertake influencer marketing for a competitor in the same industry as the Company.
9.1 In full consideration of the Influencer’s performance, his/her obligations and the rights granted herein, the Influencer shall be paid [THE AMOUNT AGREED UPON BETWEEN THE COMPANY AND THE INFLUENCER]. This includes any agreed bonus incentives, should the Influencer meet the agreed targets. The Influencer will otherwise perform the Services at his/her own expense and use his/her own resources and equipment. The Influencer acknowledges that the agreed upon compensation represents the Influencer’s entire compensation with respect to this Agreement, and the Company shall have no other obligation for any other compensation to or expenses or costs incurred by the Influencer in connection with the performance of its obligations under this Agreement. If the Influencer has obtained employees or agents (the “Influencer Personnel”), the Influencer shall be solely responsible for all costs associated with such Influencer Personnel.
10.1 Payment can be made by [SPECIFY PAYMENT METHOD] to the address given by the Influencer. Payments will be due seven (7) days after the agreed invoice date.
MATERIAL DISCLOSURES AND COMPLIANCE WITH GUIDELINES
11.1 When publishing posts/statuses about the Company’s products or Services, the Influencer must clearly disclose his/her “material connection” with the Company, including the fact that the Influencer was given any consideration, was provided with certain experiences or is being paid for a particular Service. The above disclosure should be clear and prominent and made in close proximity to any statements that the Influencer makes about the Company or the Company’s products or Services. Please note that this disclosure is required, regardless of any space limitations in the caption, where the disclosure can be made via hashtags, e.g. #sponsored. The Influencer’s statements should always reflect the Influencer’s honest and truthful opinions and actual experiences. The Influencer should only make factual statements about the Company or the Company’s products which the Influencer knows for certain are true and can be verified.
12.1 If either Party is unable to perform any of its obligations by reason of fire or other casualty, strike, act or order of public authority, act of God, or other cause beyond the control of such Party, then such Party shall be excused from such performance during the pendency of such cause.
13.1 The Influencer is retained as an independent contractor of the Company. The Influencer acknowledges and agrees that: (i) the Influencer is solely responsible for the manner and form by which the Influencer performs under this Agreement, and (ii) the Influencer is a self-employed individual, who performs services similar to the Services outlined in Schedule A for various entities and individuals other than the Company. The Influencer is responsible for the withholding and payment of all taxes and other assessments arising out of the Influencer’s performance of Services, and neither the Influencer nor any of the Influencer’s employees or independent clients shall be entitled to participate in any employee benefit plans of the Company.
REPRESENTATIONS AND WARRANTIES
14.1 Parties represent and warrant to each other that each is free to enter into this Agreement and that this engagement does not violate the terms of any agreement with any third party.
15.1 If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and the Parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to law.
15.2 This Agreement may not be assigned by either Party without the prior written consent of the other, and any such purported assignment shall be void.
15.3 This document is a complete and exclusive statement of the terms of this Agreement and may not be changed orally but only by writing signed by both Parties.
This Agreement shall be construed and enforced in accordance with the laws of the [State/Province] of [State/PROVINCE].
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
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