Endorsement Agreement Template

Endorsement Agreement Template

This Endorsement Agreement (the “Agreement”) is made and entered into as of [Effective Date] (the “Effective Date”) by and between:

Brand/Company: [Brand Name], [Entity Type], with an address at [Address] (“Brand”).
Endorser: [Endorser Name], [Entity Type], with an address at [Address] (“Endorser”).

Brand and Endorser may be referred to individually as a “Party” and together as the “Parties.”

1. Purpose

1.1 Endorsement Services. Endorser agrees to endorse and promote [Product/Service/Campaign] (the “Offering”) on the terms of this Agreement.
1.2 Non-Exclusive or Exclusive (Optional). This Agreement is: ☐ Non-exclusive ☐ Exclusive (see Section 10).

2. Term

2.1 Term. This Agreement begins on the Effective Date and continues until [End Date] (the “Term”), unless terminated earlier.
2.2 Renewal (Optional). Renewal is: ☐ Automatic ☐ By written agreement only.

3. Endorsement Deliverables and Services

3.1 Deliverables. Endorser will provide the following deliverables (attach details in Exhibit A if needed):

• [Deliverable 1: e.g., “(2) social posts per month”]

• [Deliverable 2: e.g., “(1) video testimonial (30–60 sec)”]

• [Deliverable 3: e.g., “(1) event appearance”]
  3.2 Timeline. Deliverables will be completed according to: [Schedule/Deadlines].
  3.3 Use of Name and Likeness. Endorser authorizes Brand to use Endorser’s name, image, likeness, voice, signature, and biographical information as permitted in Section 7.
  3.4 Truthful Statements. Endorser will make only honest statements that reflect Endorser’s genuine experience or opinion, and will not make unapproved or misleading claims.

4. Content Rules and Approvals

4.1 Brand Guidelines. Brand will provide guidelines and approved messaging points. Endorser agrees to follow them.
4.2 Pre-Approval. Brand must approve in writing (email acceptable) content before it is published if it includes:
☐ Performance/health/safety claims
☐ Pricing, guarantees, or comparisons
☐ Paid ads or boosted posts
☐ Press or interviews
☐ Other: [Approval items]
4.3 Approval Timeline. Brand will respond within [] business days. If no response: ☐ Approved ☐ Not approved (default).
4.4 Edits and Removal. If Brand reasonably believes content is inaccurate, non-compliant, or harmful, Brand may request edits or removal, and Endorser will comply within [] hours/days.

5. Disclosures and Compliance

5.1 Disclosure Requirement. Endorser will clearly disclose the relationship with Brand as required by law and platform rules, using: ☐ “#ad” ☐ “#sponsored” ☐ Other: [Disclosure language].
5.2 Compliance. Each Party will comply with applicable advertising, consumer protection, and platform policies.
5.3 No Misleading Claims. Endorser will not make false, misleading, or unsubstantiated claims about the Offering.

6. Compensation and Expenses

6.1 Compensation. Brand will compensate Endorser as follows:
☐ Flat fee of $[]
☐ $[] per deliverable
☐ Monthly retainer of $[]
☐ Commission/affiliate: []% of attributable sales
☐ Free products/services valued at $[]
☐ Other: [Terms]
6.2 Payment Timing. Payment will be made: ☐ Upfront ☐ Monthly ☐ Upon completion ☐ Net [15/30] days after invoice.
6.3 Expenses. Expenses are:
☐ Included in compensation
☐ Reimbursable with prior written approval (cap: $[])
☐ Not reimbursable
6.4 Refunds/Chargebacks (If Commission-Based). If sales are refunded or charged back, commissions are: ☐ Reversed ☐ Not reversed ☐ Adjusted as follows: [Rules].

7. License to Use Endorser Materials

7.1 License Grant. Endorser grants Brand a license to use the approved endorsement materials and Endorser attributes (name/image/likeness) for marketing the Offering as follows:
☐ Non-exclusive ☐ Exclusive (limited)
7.2 Media and Territory. Brand may use the materials in: ☐ Digital ☐ Print ☐ TV ☐ Out-of-home ☐ Other: [Media], in [Territory].
7.3 Term of Use. Brand may use the materials for: ☐ Term only ☐ [__] months/years after Term ☐ Perpetual (if allowed and agreed).
7.4 Modifications. Brand may:
☐ Resize/crop for formatting without changing meaning
☐ Edit for length (no material change)
☐ No edits without written approval

8. Morality and Brand Safety

8.1 Standards. Endorser agrees not to engage in conduct that would reasonably harm Brand’s reputation.
8.2 Trigger Events. Trigger events may include: criminal conduct, fraud, hate speech, harassment, or other public conduct that harms Brand.
8.3 Remedies. If a trigger event occurs, Brand may:
☐ Suspend obligations and payments
☐ Require removal of content
☐ Terminate this Agreement (see Section 11)
☐ Other: [Remedies]

9. Confidentiality

9.1 Confidential Information. Non-public information shared by Brand (plans, pricing, product details) is confidential.
9.2 Use and Disclosure. Endorser may use Confidential Information only to perform this Agreement and will not disclose it except to those who need to know and are bound by confidentiality obligations.
9.3 Exclusions. Confidential Information does not include information that is public through no breach, independently developed, or received lawfully without restriction.

10. Exclusivity (Optional)

10.1 Exclusivity. During the Term, Endorser:
☐ May endorse competing brands without restriction
☐ May not endorse competitors in: [Category]
☐ Must obtain Brand approval before endorsing a competitor
10.2 Definition of Competitor. “Competitor” means: [Define clearly].
10.3 Post-Term Restriction (Optional). For [__] days after termination, Endorser will not endorse: [Define].

11. Termination

11.1 Termination for Convenience. Either Party may terminate with [] days’ written notice.
11.2 Termination for Cause. Either Party may terminate immediately if the other materially breaches and fails to cure within [] days after notice (or immediately for trigger events under Section 8).
11.3 Effect of Termination. Upon termination:

• Endorser will stop using Brand assets,

• Brand will stop creating new uses of Endorser materials after any allowed “tail” period,

• outstanding payments are handled as follows: [Proration/kill fee/refunds], and

• Brand may request removal of posts if necessary for legal compliance or brand safety.

12. Limitation of Liability (Optional)

12.1 No Consequential Damages. To the extent permitted by law, neither Party is liable for indirect or consequential damages.
12.2 Liability Cap (Optional). Total liability is capped at: ☐ Amounts paid under this Agreement ☐ $[__] ☐ Other: [Cap].
12.3 Indemnification (Optional). Each Party will indemnify the other for third-party claims arising from its breach, negligence, or violation of this Agreement, to the extent permitted by law.

13. Notices

13.1 Notice Method. Notices must be sent by: ☐ Email ☐ Certified mail ☐ Courier ☐ Other: [Method].
13.2 Notice Contacts.

• Brand Email: [Email]

• Endorser Email: [Email]

14. Governing Law and Dispute Resolution

14.1 Governing Law. This Agreement is governed by the laws of [State].
14.2 Dispute Resolution. Disputes will be resolved by:
☐ Informal negotiation
☐ Mediation
☐ Arbitration
☐ Court litigation in [County, State]
14.3 Attorneys’ Fees (Optional). Prevailing party attorneys’ fees: ☐ Yes ☐ No ☐ Limited to: [Details].

15. Miscellaneous

15.1 Entire Agreement. This Agreement is the entire agreement and supersedes prior discussions.
15.2 Amendments. Amendments must be in writing and signed by both Parties.
15.3 Assignment. Neither Party may assign without the other Party’s written consent, except to a successor in interest.
15.4 Severability. If any provision is unenforceable, the rest remains effective.
15.5 Counterparts; Electronic Signatures. This Agreement may be signed in counterparts and by electronic signature.

Signatures

By signing below, the Parties agree to be bound by this Endorsement Agreement as of the Effective Date.

Brand/Company: [Brand Name]
Title/Role: [Title]
Date: [Date]
Signature: ___________________________

Endorser: [Endorser Name]
Title/Role: [Title]
Date: [Date]
Signature: ___________________________