Free Influencer Collaboration Full Advertising Agreement

This Influencer Collaboration Full Advertising Agreement ("Agreement") is entered into as of March 13, 3025, by and between:

[Your Company Name], a corporation organized and existing under the laws of the State of New York, with its principal place of business located at [Your Company Address], contactable at [Your Company Email] and [Your Company Number], hereinafter referred to as the "Company," and

[Your Partner Company Name], a corporation organized and existing under the laws of the State of Michigan, with its principal place of business located at [Partner's Company Address], contactable at [Partner's Company Email] and [Partner's Company Number], hereinafter referred to as the "Influencer."

WHEREAS, Company desires to promote its products through various social media platforms and online channels; and

WHEREAS, Influencer is an established social media personality with a substantial following and a strong presence on platforms relevant to the Company's target audience; and

WHEREAS, Company and Influencer mutually agree to collaborate for the promotion of Company's products as outlined in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, Company and Influencer (collectively referred to as the "Parties") hereby agree as follows:

I. Definitions

A. "Content"

"Content" refers to any media, including but not limited to text, images, videos, or audio recordings, created by the Influencer as part of the collaboration. This encompasses all materials and creative assets produced by the Influencer to promote [Product Name] provided by the Company. Content may include but is not limited to social media posts, blog articles, videos, photographs, stories, captions, hashtags, and any other promotional material.

B. "Campaign"

"Campaign" refers to the specific promotional activity or marketing campaign related to the Company's products, as described in Section 3 of this Agreement. It covers the strategic planning, execution, and monitoring of all promotional efforts aimed at achieving the campaign objectives. The Campaign shall be centered around promoting [Product Name], aligning with the Company's marketing goals, and tailored to the preferences and behavior of the target audience.

II. Campaign Details

A. Scope of Collaboration

The scope of collaboration outlines the extent of the partnership between the Company and the Influencer. Under this Agreement, the Company engages the Influencer to create, curate, and share Content on various social media platforms. The Influencer shall leverage their reach and influence on these Platforms to effectively promote [Product Name].

This collaboration extends beyond mere content creation. It includes activities such as product or service reviews, unboxing videos, live-streamed events, product demonstrations, and other forms of engagement that can enhance the audience's understanding and interest in [Product Name]. The Influencer will use their creativity and unique style to engage their followers and generate buzz around the Company's offerings.

B. Campaign Objectives

The primary objective of this collaboration is to promote and raise awareness of [Product Name] provided by the Company. The objectives include:

• Increasing brand visibility and recognition in the target market.

• Driving traffic to the Company's website or specific landing pages related to [Product Name].

• Encouraging user engagement, such as likes, shares, comments, and participation in promotional activities.

• Influencing consumer behavior to lead to sales, subscriptions, or other desired actions.

C. Compensation

In consideration of the valuable services provided by the Influencer as part of this collaboration, the Company agrees to compensate the Influencer. The compensation structure may include a combination of the following elements:

• A flat fee, which serves as the base compensation for the Influencer's participation.

• Performance-based incentives or bonuses tied to specific campaign goals and key performance indicators (KPIs).

• Provision of Company products or services, free of charge, for the Influencer's personal use or review.

The compensation terms and amounts will be detailed in a separate Compensation Agreement attached hereto as Exhibit C. This agreement will outline the specific financial and non-financial benefits that the Influencer will receive in exchange for their services.

D. Content Creation

Content creation is a critical aspect of this collaboration. The Influencer shall undertake the responsibility of creating and delivering high-quality, engaging, and brand-aligned Content. This includes, but is not limited to, the following:

• Conceptualizing and developing creative ideas for promotional content.

• Producing visually appealing photos, videos, and written materials.

• Scheduling and publishing content on agreed-upon Platforms in alignment with the campaign schedule.

Additionally, a content calendar will be established to outline the timeline for content creation, review, and publication. Both Parties shall collaborate closely to ensure that the Content resonates with the target audience and effectively conveys the message and value proposition of [Product Name].

III. Content Creation and Delivery

A. Content Creation

Content creation is at the heart of this collaboration and plays a pivotal role in achieving the Campaign's objectives. The Influencer, as a creative and influential content producer, shall bring their unique style and expertise to craft compelling and engaging content that resonates with their audience.

• Ideation and Conceptualization: The Influencer shall actively participate in brainstorming sessions with the Company's marketing team to generate innovative content ideas. These ideas should not only promote [Product Name] but also tell a story that captures the attention and interest of the audience.

• Quality and Consistency: The Influencer is expected to maintain a high level of quality and consistency throughout the content creation process. This includes ensuring that all visuals are professionally shot, written content is well-crafted, and videos are edited to meet industry standards. Content should also align with the overall aesthetic and branding guidelines of the Company.

• Timely Delivery: Adherence to the content schedule, as outlined in Exhibit A, is critical. The Influencer should deliver content according to the agreed-upon timeline to ensure that it aligns with the campaign's strategic objectives and promotional calendar.

B. Content Approval

Before publication, all content shall be subject to review and approval by the Company. This review process is essential to ensure that the content aligns with the Company's brand image, messaging, and values. It also serves as a quality control measure to guarantee that the content effectively communicates the features and benefits of [Product Name].

• Prompt Revisions: In the event that the Company requests revisions or modifications to the content, the Influencer shall promptly address these requests. Timely revisions are crucial to maintaining the campaign's schedule and ensuring that content is consistent with the Company's standards.

C. Content Ownership

Under this Agreement, all rights, title, and interest in the content created during the collaboration shall be transferred to the Company. This includes, but is not limited to, copyrights, trademarks, and any other intellectual property rights associated with the content. The Influencer acknowledges and agrees that they shall have no further claims or rights to the content beyond what is explicitly stated in this Agreement.

IV. Campaign Duration

A. Campaign Period

The campaign period, as defined in this Agreement, represents the time frame during which the collaboration and associated promotional activities will take place.

• Flexibility: While the campaign period is initially defined, both Parties acknowledge that circumstances may require adjustments. Therefore, the Agreement allows for mutual agreement to extend or modify the campaign period if both the Company and the Influencer deem it necessary to achieve the campaign's objectives.

V. Performance and Reporting

A. Performance Metrics

Performance metrics are a critical component of measuring the success of the campaign. The key performance indicators (KPIs) serve as benchmarks against which the effectiveness of the collaboration will be evaluated. These KPIs may include:

• Reach: Measuring the size of the audience exposed to the content.

• Engagement: Tracking likes, comments, shares, and other forms of interaction with the content.

• Conversion Rates: Calculating the percentage of engaged users who take desired actions, such as making a purchase, subscribing, or signing up for an event.

The Parties shall collaboratively define, track, and assess these metrics throughout the campaign to ensure that progress aligns with the campaign's goals and objectives.

B. Reporting

Reporting is an ongoing process that enables both Parties to stay informed about the campaign's progress and make data-driven decisions. The Influencer agrees to provide regular reports, which will include:

• Performance Updates: Detailed insights into the campaign's performance against predefined KPIs.

• Content Engagement Analysis: A breakdown of how the audience is engaging with the content, including demographic information and user behavior.

• Recommendations: Suggestions for optimizing the campaign based on performance data and audience feedback.

VI. Termination

A. Termination for Convenience

Termination for convenience refers to the ability of either Party to end this Agreement without requiring the other Party to be in breach of its obligations. It allows flexibility in case unforeseen circumstances arise or if either Party's business priorities change.

• Mutual Agreement: Either Party may terminate this Agreement at any time with prior written notice to the other Party. This termination should be based on mutual agreement and should not require justification or cause. Termination for convenience allows both Parties to maintain a positive working relationship even if the collaboration needs to come to an end.

• Obligations Upon Termination: Upon termination for convenience, both Parties shall fulfill any outstanding obligations accrued up to the date of termination. This includes but is not limited to the delivery of content, compensation for services rendered, and the return or transfer of any materials or assets as agreed upon.

B. Termination for Cause

Termination for cause provides a mechanism for ending this Agreement when one Party has breached a material term or condition of the Agreement.

• Material Breach: A material breach is a significant violation of the Agreement that goes to the heart of the Parties' obligations. It may include non-compliance with content guidelines, failure to meet performance targets, or any action that fundamentally impairs the Agreement's purpose.

• Notice and Opportunity to Remedy: If either Party believes that the other has committed a material breach, they shall provide written notice to the breaching Party outlining the specific breach and providing a reasonable opportunity to remedy it. The breaching Party shall have [5] days from receipt of notice to cure the breach.

• Termination: If the breach is not cured within the specified timeframe or if the breach is incapable of being cured, the non-breaching Party may terminate this Agreement with written notice. Termination for cause is a serious step and should only be taken when all other reasonable attempts to resolve the issue have been exhausted.

VII. Confidentiality

A. Confidential Information

Confidentiality is of utmost importance to protect the interests of both Parties involved in this collaboration. It encompasses the safeguarding of any non-public information shared during the course of this Agreement.

• Definition of Confidential Information: Confidential Information includes, but is not limited to, proprietary information, trade secrets, marketing strategies, financial data, customer lists, and any information marked or reasonably understood to be confidential.

• Non-Disclosure Obligation: Both Parties shall undertake the obligation to keep all Confidential Information confidential and not disclose it to any third parties without the express written consent of the disclosing Party. This duty of non-disclosure extends beyond the termination of this Agreement.

• Permitted Disclosures: There are exceptions to the non-disclosure obligation, including disclosures required by law, court order, or government authority. However, the disclosing Party shall provide notice to the other Party before making any such disclosures and cooperate in any efforts to protect the Confidential Information.

• Return or Destruction: Upon termination of this Agreement, both Parties shall return or destroy all Confidential Information received from the other Party, including any copies or extracts thereof.

VIII. Governing Law

A. Governing Law

The choice of governing law is a fundamental aspect of any agreement as it determines which jurisdiction's laws will apply in the event of a dispute or legal issue.

• Applicable Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the [State of New York]. This means that any disputes or legal matters arising from this Agreement will be subject to the laws of New York.

• Consistency and Predictability: By specifying the governing law, both Parties have a clear understanding of which legal framework will be used to interpret and enforce the Agreement. This adds consistency and predictability to the resolution of any potential disputes.

• Exclusivity: This section establishes that the laws of [California] will exclusively govern the Agreement, superseding any conflicting laws of other jurisdictions. It ensures that the legal interpretation and enforcement of the Agreement will occur within a single legal framework.

IX. Entire Agreement

A. Entire Agreement

The "entire agreement" clause is essential to clarify that the written Agreement contains the full and final understanding between the Parties, and it supersedes any prior oral or written agreements or understandings.

• Complete Understanding: This Agreement constitutes the entire agreement between the Parties. This means that all terms, conditions, and obligations are fully documented and detailed within this written Agreement. Any previous discussions, negotiations, or agreements not expressly stated in this document are considered null and void.

• Prevents Ambiguity: By stating that this Agreement is complete and final, it helps prevent misunderstandings and disputes that may arise from conflicting or unclear terms in previous communications.

• Protection: The "entire agreement" clause provides legal protection by ensuring that only the terms explicitly included in this Agreement are enforceable, reducing the potential for disputes based on verbal or informal agreements.

• Modification Requirement: This section also typically includes a provision stating that any modifications or amendments to the Agreement must be in writing and signed by both Parties. This requirement ensures that changes to the Agreement are formal and agreed upon by both Parties.

IN WITNESS WHEREOF, the Parties hereto have executed this Influencer Collaboration Full Advertising Agreement as of the Effective Date.

[Your Company Name]:

Name: [Your Name]

Title: [Job Title]

Date: [Date]

[Your Partner Company Name]:

Name: [Your Client Name]

Title: [Job Title]

Date: [Date]

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