Promotion Agreement Template

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

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

Promoter: [Promoter Name], [Entity Type], with an address at [Address] (“Promoter”).

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

1. Purpose

1.1 Promotion Services. Promoter will provide promotional services to Brand to promote [Product/Service/Event/Campaign] (the “Offering”) on the terms of this Agreement.

1.2 No Exclusivity. Unless stated otherwise, this Agreement is non-exclusive.

2. Promotion Scope and Deliverables

2.1 Promotion Period. Promotions will run from [Start Date] to [End Date] (the “Promotion Period”).

2.2 Channels. Promotions may include:

☐ Instagram ☐ TikTok ☐ YouTube ☐ X (Twitter) ☐ Facebook ☐ LinkedIn

☐ Blog/Website ☐ Email newsletter ☐ Podcast ☐ Live event appearance

☐ Paid ads (with Brand approval) ☐ Other: [Channels]

2.3 Deliverables. Promoter will deliver the following (attach as Exhibit A if detailed):

• [Deliverable 1: e.g., “(2) Instagram posts + (4) Stories”]

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

• [Deliverable 3: e.g., “(1) email mention to subscriber list”]

  2.4 Deadlines. Deliverables must be completed by: [Dates/Timeline].

  2.5 Links, Codes, and Tracking. Brand will provide: ☐ Unique tracking link ☐ Promo code ☐ UTM parameters ☐ Other: [Tracking]. Promoter will use them as directed.

[Deliverable 1: e.g., “(2) Instagram posts + (4) Stories”]

[Deliverable 2: e.g., “(1) short-form video (30–60 sec)”]

[Deliverable 3: e.g., “(1) email mention to subscriber list”]

2.4 Deadlines. Deliverables must be completed by: [Dates/Timeline].

2.5 Links, Codes, and Tracking. Brand will provide: ☐ Unique tracking link ☐ Promo code ☐ UTM parameters ☐ Other: [Tracking]. Promoter will use them as directed.

3. Content Requirements and Brand Guidelines

3.1 Messaging Guidelines. Promoter will follow Brand’s messaging guidelines and will not make unapproved claims about: pricing, performance, health/safety, legal compliance, or guarantees.

3.2 Required Disclosures. Promoter will include required advertising disclosures such as: ☐ “#ad” ☐ “#sponsored” ☐ Other: [Disclosure language], as applicable.

3.3 Prohibited Content. Promoter will not publish content that is: unlawful, misleading, defamatory, discriminatory, or inconsistent with Brand’s brand safety standards.

3.4 Brand Assets. Brand may provide logos, images, copy points, and product information. Promoter may use Brand assets only for the Promotion Period unless otherwise agreed in writing.

4. Approvals

4.1 Pre-Approval Required. Brand must approve in writing (email is acceptable) any content that references Brand or the Offering before it is published, unless the Parties agree otherwise in Exhibit A.

4.2 Approval Timeline. Brand will respond to approval requests within [__] business days. If Brand does not respond within that period: ☐ Approved ☐ Not approved (default).

4.3 Edits. Brand may request reasonable edits to ensure accuracy, compliance, and brand consistency.

5. Compensation and Expenses

5.1 Compensation. Brand will pay Promoter as follows:

☐ Flat fee of $[**]

☐ $[**] per deliverable (see Exhibit A)

☐ Hourly rate of $[]/hour (estimated hours: [])

☐ Commission: [**]% of attributable sales

☐ Performance bonus: [Trigger/Amount]

☐ Other: [Terms]

5.2 Payment Timing. Payments will be made: ☐ Upfront ☐ Upon completion ☐ Milestones ☐ Net [15/30] days after invoice.

5.3 Invoices. Promoter will invoice Brand at: ☐ Start ☐ Milestones ☐ End of Promotion Period ☐ Other: [Timing].

5.4 Expenses. Expenses are:

☐ Included in compensation

☐ Reimbursable with prior written approval (cap: $[**])

☐ Not reimbursable

5.5 Refunds/Chargebacks (If Commission-Based). If sales are refunded or charged back, commissions are: ☐ Reversed ☐ Not reversed ☐ Adjusted as follows: [Rules].

6. Reporting and Metrics (Optional)

6.1 Performance Report. Promoter will provide a report within [__] days after the Promotion Period with:

☐ Reach/impressions ☐ Clicks ☐ Conversions ☐ Engagement

☐ Screenshots/analytics exports ☐ Other: [Metrics]

6.2 Access. If needed, Promoter will provide reasonable evidence of posting and performance, subject to platform limitations and privacy.

7. Intellectual Property and Ownership

7.1 Promoter Content. Unless otherwise agreed, Promoter owns the original content created, but grants Brand a license to use the content as described below.

7.2 License to Brand. Promoter grants Brand a:

☐ Non-exclusive license ☐ Exclusive license (limited)

to use, repost, and display the approved promotional content for [__] months in: ☐ Organic social ☐ Website ☐ Email ☐ Ads (requires separate consent) ☐ Other: [Scope].

7.3 Brand IP. Brand retains ownership of its trademarks and materials.

8. Confidentiality

8.1 Confidential Information. Non-public information shared by Brand, including plans, pricing, and product details, is confidential.

8.2 Use and Disclosure. Promoter 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.

8.3 Exclusions. Confidential Information does not include information that is public through no breach, independently developed, or received lawfully without restriction.

9. Compliance and Representations

9.1 Compliance. Each Party will comply with applicable laws and platform rules related to advertising, endorsements, and consumer protection.

9.2 No Misleading Claims. Promoter will not make false or misleading statements about the Offering.

9.3 Authority. Each Party represents it has authority to enter into this Agreement.

10. Termination

10.1 Termination for Convenience. Either Party may terminate with [**] days’ written notice.

10.2 Termination for Cause. Either Party may terminate immediately if the other materially breaches and fails to cure within [**] days after notice (or immediately for serious misconduct).

10.3 Effect of Termination. Upon termination:

• Promoter will stop using Brand assets,

• unpublished deliverables are canceled unless otherwise agreed,

• payment obligations will be handled as follows: [Proration/kill fee/refunds], and

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

Promoter will stop using Brand assets,

unpublished deliverables are canceled unless otherwise agreed,

payment obligations will be handled as follows: [Proration/kill fee/refunds], and

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

11. Limitation of Liability (Optional)

11.1 No Consequential Damages. To the extent permitted by law, neither Party is liable for indirect or consequential damages.

11.2 Liability Cap (Optional). Total liability is capped at: ☐ Amounts paid under this Agreement ☐ $[__] ☐ Other: [Cap].

11.3 Indemnification (Optional). Each Party will indemnify the other for third-party claims arising from its breach, negligence, or violation of law, to the extent permitted by law.

12. Notices

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

12.2 Notice Contacts.

• Brand Email: [Email]

• Promoter Email: [Email]

Brand Email: [Email]

Promoter Email: [Email]

13. Governing Law and Dispute Resolution

13.1 Governing Law. This Agreement is governed by the laws of [State].

13.2 Dispute Resolution. Disputes will be resolved by:

☐ Informal negotiation

☐ Mediation

☐ Arbitration

☐ Court litigation in [County, State]

13.3 Attorneys’ Fees (Optional). Prevailing party attorneys’ fees: ☐ Yes ☐ No ☐ Limited to: [Details].

14. Miscellaneous

14.1 Entire Agreement. This Agreement is the entire agreement and supersedes prior discussions.

14.2 Amendments. Amendments must be in writing and signed by both Parties.

14.3 Assignment. Neither Party may assign without the other Party’s written consent, except to a successor in interest.

14.4 Severability. If any provision is unenforceable, the rest remains effective.

14.5 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 Promotion Agreement as of the Effective Date.

Brand/Client: [Brand Name]

Title/Role: [Title]

Date: [Date]

Signature: ___________________________

Promoter: [Promoter Name]

Title/Role: [Title]

Date: [Date]

Signature: ___________________________