This INFLUENCER AGREEMENT (hereinafter referred to as the "Agreement") made this
, 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;
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”.
NOW THEREFORE, in consideration of the mutual promises set forth, the Parties agree as follows:
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:
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.
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:
The Influencer agrees:
5.1 The Influencer warrants, represents and undertakes to the Company that:
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.
6.1 The Company warrants, represents and undertakes to the Influencer that:
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.
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;
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.
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.
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.
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:
10.3 On termination of this Agreement:
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.
12.1 The Influencer undertakes to keep the terms of this Agreement confidential, and shall not during or after termination of the 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.
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.
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.
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.
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.
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.
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.
Each Party shall be responsible for its respective legal and other costs incurred in relation to the negotiation, preparation and completion of this 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.
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:
In the case of notices to the Influencer, to:
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.
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.
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:
In the presence of:
SIGNED, SEALED AND DELIVERED by the within named Influencer:
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Document Name: INFLUENCER AGREEMENT
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