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INFLUENCER AGREEMENT

BETWEEN

AND

This INFLUENCER AGREEMENT (hereinafter referred to as the "Agreement") made this

BETWEEN

, a company duly registered under the laws of the with its registered address at (hereinafter referred to as the “Company” which expressions shall where the context so admits its successors-in-title and assigns) on the first part;

AND

of (hereinafter referred to as the Influencer), of the other part.

COMPANY and INFLUENCER are hereinafter jointly referred to as “Parties” or individually as a “Party”.

WHEREAS

The Company is desirous of engaging the services of the Influencer in creating social media promotional content (“the Services”) on .
The Company has requested, and the Influencer has agreed to create and post promotional contents to be used in promoting the Company’s (“Endorsed Product”).
Further to the clauses above, the Company has agreed to engage the services of the Influencer and the Influencer has agreed to provide the Services under the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the mutual promises set forth, the Parties agree as follows:

DEFINITIONS

1.1 In this Agreement, the following terms shall, unless the context otherwise requires, have the following meanings:

Commencement Date: the date on which this Agreement is signed by the Parties or where the Agreement is signed on different dates, the date on which the last Party to sign does so;

Confidential Information: know-how and information supplied by the Company to the Influencer about design, development, specifications, manuals, instructions, customer lists, sales, marketing, promotion, distribution, business plans, forecasts, and technical or other expertise. This includes any information (including, without limitation, in written, oral, visual or electronic form, or on tape or disk) which is not publicly available including, but not limited to, any information specifically designated by the Company as confidential.

Contributions: the right, title and interest in all materials created by the Influencer under this Agreement.

Intellectual Property Rights: trademarks, service marks, taglines, patents, copyrights (including moral rights), images, designs, trade names, trade dress, trade secrets, likenesses, publicity and portrait rights, domain names, social media handles, models, proprietary information including, databases know-how, rights in confidential information, and all other or related rights (and applications for registration thereof) in intellectual property of any nature, including registered and unregistered rights.

Services: the promotion of the Endorsed Products in accordance with the terms of this Agreement

1.2 In this Agreement, unless the context otherwise requires:

a reference to any document, agreement or contract is to that document, agreement or contract as amended, modified or supplemented from time to time in accordance with its terms;
whenever the words “include”, “includes” or “including” are used, they will be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import;
any reference to an individual includes such person’s estate and personal representatives;
any reference to a time of a day is a reference to a time of a day in the city of Lagos, Nigeria;
any word denoting the singular will include the plural and vice versa;
any word denoting one gender will include each gender and all genders; and
the descriptive headings in this Agreement are inserted for convenience only, have no legal effect and shall be ignored in the interpretation of this Agreement.

TERM

2.1 This Agreement shall commence on the Commencement Date and remain in force for a period of (the “Term”), unless terminated earlier in accordance with Clause 10.

2.2 Upon the expiration of this Agreement, the Parties may renew same, if desirable, subject to the terms and conditions as may be agreed upon.

INFLUENCERS OTHER COMMITMENTS

3.1 The Company shall be entitled to the Services on a non-exclusive basis for the duration of this Agreement.

3.2 The Influencer:

confirms that it has disclosed to the Company its prior commitments to provide services similar to the Services to third parties during the term of this Agreement;
agrees to continue to notify the Company in writing of all similar third-party commitments it enters into during term of this Agreement within 14 days of entering into such commitment; and
confirms that the fulfillment of any commitment under (a) and (b) above shall not cause the Influencer to be in breach of this Agreement.

INFLUENCER’S OBLIGATIONS

The Influencer agrees:

to render the Services (the nature and content of which it acknowledges has been fully explained to it) in connection with the Endorsed Product;
to perform the Services and act as an Influencer for the Company and the Endorsed Product conscientiously and in a competent manner and to the full limit of its skill;
to comply with all the Company's reasonable instructions in connection with the Services promptly;
to promptly pass on to the Company any complaints the Influencer receives about the Endorsed Product or any questions or comments the Influencer receives in relation to the Endorsed Product;
not to make any pejorative statement relating to the Company, any of the Company's other brand influencers or staff, or the Endorsed Product in public, online (including on social media), to the press or elsewhere;
to remove any and all posts in relation to the Endorsed Product over which it has control at the request of the Company as soon as practicably possible;
to ensure that its biography on all its social media accounts accurately reflects its association with the Company;
to post one (1) picture and one (1) video regarding the Endorsed Product every month on its Instagram feed;
to post a minimum of four (4) creative content on its Instagram story monthly;
to tag the Company on every post relating to the Endorsed Product made in fulfillment of this Agreement;
not to delete, dispose, or take-down any creative content relating to the Endorsed Product made during the term of this Agreement, except with the consent of the Company;
to inform the Company immediately of any criminal prosecution or other complaint brought against him/her after the date of this Agreement and of any actual or likely press speculation or inquiry into him/her, his/her personal or business affairs, or publication in relation to such matters;
to inform the Company as promptly as reasonably practicable of any material developments or changes in the circumstances or activities of the Influencer which could reasonably be expected to adversely affect the Company’s use of the Contribution;
not to do anything which, in the Company's reasonable opinion, would jeopardise the ability of the Influencer to perform the Services or prejudice the goodwill or reputation of the Company or the Endorsed Product;
not to provide any services to any third party, endorse, promote or advertise any product or service that directly competes with the Endorsed Product, during the Term, without the prior written consent of the Company; and
not to, during the Term or at any time for a period of months afterwards, provide its personal services in endorsing, promoting or acting as an influencer for any product or category of product or for any company that is similar to or in direct competition with the Company or the Endorsed Product.

INFLUENCER’S WARRANTY AND INDEMNIFICATION

5.1 The Influencer warrants, represents and undertakes to the Company that:

he/she has the legal capacity and are free contractually to enter into and to perform the obligations under this Agreement and has not entered and will not enter into any professional, legal or other commitment which would or might conflict with or prevent his/her doing so;
he/she is 18 years of age or older and agrees to provide the Company with identification to confirm his/her age if required to do so by the Company;
he/she does not have any unspent criminal convictions of any kind subsisting at the date of this Agreement;
the Contribution will be wholly original to him/her (save to the extent that it incorporates material provided by the Company) and will not infringe the copyright or any other intellectual property right of any third party;
the Contribution will not contain any defamatory matter nor breach any contract or law nor breach any duty of confidentiality, infringe any data protection rights, nor constitute obscenity;
the rights he/she has granted to the Company are vested in the Influencer absolutely and have not previously been assigned, licensed or in any way encumbered and he/she agrees not to do so in the future; and
he/she has disclosed in writing to the Company, all material facts that are relevant to his/her engagement as the Company's brand influencer, including the nature and duration of past and existing endorsement agreements between the Influencer and third parties and endorsement agreements that are likely to be concluded during the Term.

5.2 The Influencer shall indemnify the Company against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) suffered or incurred by the Company arising out of or in connection with any third-party claims or any action, adjudication or decision taken against the Company by any regulatory body, in each case directly or indirectly arising (in whole or in part) out of any breach of Clause 5.1 above.

COMPANY’S OBLIGATION

6.1 The Company warrants, represents and undertakes to the Influencer that:

the Endorsed Product is, to the best of its knowledge, safe and fit for its intended use; and
the Influencer's use, in accordance with this Agreement, of any materials provided to the Influencer by the Company for incorporation into the contribution will not infringe the copyright or any other intellectual property right of any third party.

6.2 The Company shall indemnify the Influencer against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs and all other professional costs and expenses) suffered or incurred by the Influencer arising out of or in connection with any third-party claims or any action, adjudication or decision taken against the Company by any regulatory body, in each case directly or indirectly arising (in whole or in part) out of any breach of Clause 6.1 above.

CONSIDERATION

7.1 As consideration for the Services, the Company shall pay Influencer the sum of for the duration of the Term in the following manner;

The sum of upon the signing and execution of this Agreement by the Parties.
The sum of upon the first week of the sixth month following the signing and execution of this Agreement.

7.2 The payment of the fees set out in Clause 7.1 above shall be full and complete consideration for the performance of the Services and the rights granted to the Company by the Influencer under this Agreement.

INTELLECTUAL PROPERTY RIGHTS

8.1 The Influencer assigns to the Company absolutely with full title guarantee all the intellectual property rights in the Contributions.

8.2 The Influencer irrevocably grants to the Company its consent to make full use of the Contributions, and any extracts from the Contribution, in all media worldwide.

8.3 The Influencer irrevocably grants to the Company, a non-exclusive worldwide licence in perpetuity to use, and to authorize others to use, his/her name and the biography, images, slogans, logos and signature provided to the Company by the Influencer (together the Influencer Image) and recordings of interviews commissioned by the Company in connection with the exploitation, advertising and promotion of the Endorsed Product and otherwise for the purposes of fulfilling this Agreement.

8.4 In addition, the Influencer grants the Company, a non-exclusive worldwide licence in perpetuity to use the Influencer Image in connection with the Contributions for investor communications, archiving purposes, training and other internal and not primary advertising purposes. The Company agrees that all intellectual property rights in the Influencer Image shall remain the exclusive property of the Influencer.

8.5 The Influencer recognizes that the Company has unlimited right to edit, copy, alter, add to, take from, adapt and translate the Contributions and dub it into one or more foreign languages.

8.6 The Influencer agrees to do such acts and execute such documents as the Company may reasonably require to vest in or confirm to the Company or its successors in title and licensees, the copyright and all other intellectual property rights assigned or granted or purported to be assigned or granted by the Influencer to the Company under this Agreement.

PUBLICITY

9.1 The Influencer agrees to refer all enquiries from the media and other third parties received by him/her concerning the Company, the Endorsed Product or this Agreement to the Company.

9.2 The Influencer shall be reasonably, prominently and clearly identifiable at all times by his/her name in all material exploited by the Company under this Agreement, whether supplied by the Influencer, created specifically for the purposes of this Agreement, issued in supporting press releases, or otherwise.

TERMINATION

10.1 The Company shall be entitled to terminate this Agreement at any time upon giving the Influencer weeks' prior written notice.

10.2 The Company shall be entitled to terminate this Agreement with immediate effect if the Influencer:

is in breach of any material obligation contained in this Agreement and (where such breach is capable of remedy) has failed to remedy that breach within days of being notified of it;
is incapacitated or prevented from rendering the Services for more than either consecutive days or days in the aggregate; c. has committed a crime or has become involved in any situation or activity (including use or other association with illegal or illicit drugs) which, in the reasonable opinion of the Company, may expose the Company to disrepute, contempt, scandal or ridicule, or would tend to shock, insult or offend the public in any territory in which the Influencer is rendering Services, or reflects unfavourably on the Company's reputation or products or if any act or conduct of the Influencer shall prejudice the production or successful sales and exploitation of the Endorsed Product. The Company's decision on all matters arising under this clause shall be conclusive.

10.3 On termination of this Agreement:

the Influencer shall cease to associate itself with the Company and remove references to the Company and the Endorsed Product from its social media profiles and, to the extent so requested by the Company, any past social media posts over which they have control;
neither Party shall have any further obligation to the other except as provided in this Agreement;
the Parties shall retain all rights, remedies and obligations that have accrued or become due prior to termination; and
the Company will remain entitled to all rights granted or assigned to it under this Agreement.

REMEDIES AND REFUNDS

11.1 The Influencer acknowledges that in the event of any breach of any of the terms of this Agreement by the Company, the Influencer's sole remedy will be an action at law for damages and in no event will it be entitled to rescind this Agreement or receive any injunctive or other equitable relief which may affect the Company's ability to exploit its rights relating to the Endorsed Product or the Contributions.

11.2 The Influencer acknowledges that the Services are of a unique character and acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this Agreement by the Influencer. Accordingly, and without prejudice to any other rights or remedies that the Company may have under this Agreement, the Company shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the terms of this Agreement.

11.3 The Influencer agrees to refund payments made to him by the Company where the Influencer is unable to perform his obligations or where the Influencer’s engagement has been terminated before the end of the Agreement. Where the Influencer has performed his obligation partly, the Influencer shall refund a mutually agreed pro-rated balance to the Company.

CONFIDENTIALITY

12.1 The Influencer undertakes to keep the terms of this Agreement confidential, and shall not during or after termination of the Agreement:

disclose to any person whatsoever, any confidential information relating to the Company’s business or trade secrets which he/she has obtained or shall obtain in the course of its services to the Company; and
use any confidential information for any purpose other than the performance of his/her obligations under this Agreement.

12.2 The Influencer’s obligation of confidentiality under this clause shall extend to all the Influencer’s personnel working for the Company under this Agreement.

ASSIGNMENT

13.1 The Company may, at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Agreement.

13.2 The Influencer shall not, without the Company’s prior written consent, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of his/her rights and obligations under this Agreement.

FURTHER ASSURANCE

Each Party shall execute and procure that any necessary third party shall execute all such documents and/or do, or, so far as each is able, procure the doing of such acts and things as shall be reasonably required to give effect to this Agreement and any documents entered into pursuant to it and to give to the other the full benefit of all the provisions of this Agreement.

RELEASES, WAIVERS AND REMEDIES

The rights and remedies of each Party are, except where expressly stated to the contrary, without prejudice to any other rights and remedies available to it. No neglect, delay or indulgence by any Party in enforcing any provision of this Agreement shall be construed as a waiver and no single or partial exercise of any rights or remedy of any Party under this Agreement will affect or restrict the further exercise or enforcement of any such remedy.

SEVERANCE

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision of part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

VARIATION AND WAIVER

17.1 No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each Party for the time being.

17.2 A waiver of any right or remedy under this Agreement or by law is only effective if it is given in writing and is signed by the Party waiving such right or remedy. Any such waiver shall apply only to the circumstances for which it is given and shall not be deemed a waiver of any subsequent breach or default.

17.3 A failure or delay by any Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

17.5 No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

COUNTERPARTS

This Agreement may be entered into in any number of counterparts, and each of the executed counterparts when duly exchanged or delivered shall be deemed to be an original, but taken together they shall constitute one instrument.

COSTS

Each Party shall be responsible for its respective legal and other costs incurred in relation to the negotiation, preparation and completion of this Agreement.

ENTIRE AGREEMENT

20.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

20.2 Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty whether made innocently or negligently that is not set out in this Agreement.

NOTICES

21.1 Any notice, request, demand or other communication required or permitted to be given under this Agreement shall be written in English and shall be delivered in person, or sent by internationally recognized express courier, or transmitted by facsimile and properly addressed as follows:

In the case of notices to the Company, to:

Attention:

Email:

In the case of notices to the Influencer, to:

Attention:

Email:

or at such other address as the Party to whom such notice, request, demand or other communication is to be given shall have last notified the Party giving the same in the manner provided in this Clause 21, but no such change of address shall be deemed to have been given until it is actually received by the Party sought to be charged with the knowledge of its contents.

21.2 The notice shall be deemed to be given to and received by the addressee at the time the notice is left at the address of or handed to a representative of the Party to be served, where sent by first class courier services, on a day not being a Sunday or public holiday, three (3) days after the date the notice is delivered to the courier company and where sent by electronic mail or facsimile, on the day it was transmitted.

21.3 In providing service in the case of the notice sent by courier service, it shall be sufficient to show evidence of delivery or a signed acknowledgement of receipt by or on behalf of the addressee. Where the notice was sent by facsimile or electronic mail it shall be sufficient to show that the appropriate reply was received.

GOVERNING LAW AND JURISDICTION

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

DISPUTE RESOLUTION

23.1 The Parties shall use their best endeavors to resolve any dispute or difference of opinion between them, arising from or in connection with this Agreement amicably through mutual discussion.

23.2 In the event that the Parties are unable to settle the dispute, difference or controversy amicably, such dispute shall, within 30 days of the breakdown of the settlement, be referred to arbitration. The arbitration shall be conducted in English language in Nigeria and in accordance with the rules of arbitration in the Arbitration and Conciliation Act, cap A18, Laws of the Federation of Nigeria, 2004.

23.3 The Parties shall jointly appoint one arbitrator who shall be responsible for the arbitral proceedings.

IN WITNESS WHEREOF the parties have hereunto set their hands and seals the day and year first above written.

SIGNED, SEALED AND DELIVERED by the within named Company:

NAME:

SIGNATURE:

DATE

In the presence of:

Name:

Signature:

Occupation:

Address:

SIGNED, SEALED AND DELIVERED by the within named Influencer:

NAME:

SIGNATURE:

DATE

In the presence of:

Name:

Signature:

Occupation:

Address:

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December 11, 2022 7:59 am WAT

INFLUENCER AGREEMENT Uploaded by ImpactHER Legal Resources - itmanager.impacther@gmail.com IP 197.210.28.138