Ambassador-Friendly Brand Ambassador Agreement Template

In this Agreement, the following capitalized terms have the meanings set out below, unless the context requires otherwise.

"Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means the power to direct the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

"Approved Content" means any Content that has been approved, or is deemed approved, by the Company in accordance with the review and approval procedures set out in this Agreement.

"Brand Materials" means the trademarks, logos, slogans, product images, descriptions, claims, guidelines and other materials owned by or licensed to the Company that the Company furnishes to the Brand Ambassador for use in connection with the Services.

"Campaign" means each promotional program, product launch or marketing initiative of the Company in which the Brand Ambassador participates under this Agreement, as described in the Scope of Services and the Posting Schedule.

"Channels" means the social media accounts, websites, podcasts, newsletters, live events and other media channels owned or controlled by the Brand Ambassador and identified in this Agreement, being [list of Channels].

"Confidential Information" means all non-public information, in any form, disclosed by or on behalf of a Party to the other Party in connection with this Agreement, that is marked as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, but excluding information described in the Confidentiality section of this Agreement as not being confidential.

"Content" means all photographs, videos, audio recordings, written text, captions, graphics, posts, stories, reels, livestreams and other materials created by or on behalf of the Brand Ambassador in the course of performing the Services.

"Deliverables" means the specific promotional items, posts, appearances and other outputs to be provided by the Brand Ambassador pursuant to this Agreement.

"Fees" means the compensation payable by the Company to the Brand Ambassador for the Services, as set out in this Agreement.

"Initial Term" means the period beginning on the Effective Date and continuing for [Initial Term duration], unless terminated earlier in accordance with this Agreement.

"Likeness" means the Brand Ambassador's name, nickname, signature, voice, image, photograph, portrait, physical likeness, biographical information and other identifying attributes, in any form or medium.

"Products" means the products and services of the Company identified as [Product Description], and any additional products or services the Parties agree in writing to include.

"Services" means the promotional and ambassador services to be performed by the Brand Ambassador under this Agreement, as more fully described in the section governing the scope of services.

"Term" means the Initial Term together with any renewal period agreed pursuant to this Agreement.

"Territory" means [Territory].

Headings are for convenience only and do not affect interpretation. The words "including" and "includes" mean "including without limitation." References to a section are to a section of this Agreement. References to writing include email. Words in the singular include the plural and vice versa. No provision will be construed against a Party solely because that Party drafted it.

In the event of conflict between any provision of this Agreement and any Company brand guideline, campaign brief or other instruction issued under it, this Agreement prevails unless the Parties expressly agree otherwise in a writing signed by both Parties.

The Company hereby engages the Brand Ambassador, and the Brand Ambassador hereby accepts the engagement, as a brand ambassador for the Products in the Territory during the Term, on the terms and subject to the conditions of this Agreement.

The Brand Ambassador is appointed on a non-exclusive basis, save for the limited exclusivity expressly set out in this Agreement. Nothing in this Agreement restricts the Company from engaging other ambassadors, influencers or promoters.

The Brand Ambassador is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, franchise or agency relationship between the Parties, and the Brand Ambassador has no authority to bind the Company or to make any representation, warranty or commitment on its behalf.

The Brand Ambassador is solely responsible for all taxes, social contributions, insurance and similar charges arising from the Brand Ambassador's receipt of Fees, and is entitled to no employee benefits from the Company. The Company shall not withhold any amount from the Fees except as required by applicable law, in which case the Company shall promptly furnish the Brand Ambassador with appropriate documentation of the amount withheld and the basis for it.

The Brand Ambassador shall retain control over the manner, means, timing and creative methods by which the Services are performed, subject to the approval rights, the Posting Schedule and the compliance obligations stated in this Agreement.

The Brand Ambassador may perform the Services through the individual named in this Agreement and, with the Company's prior written consent (not to be unreasonably withheld, conditioned or delayed), through production personnel, stylists, editors and other assistants engaged by the Brand Ambassador, for whom the Brand Ambassador shall remain responsible.

The Company shall designate [Company Contact Name and Title] as its primary contact for the administration of this Agreement, and the Brand Ambassador designates [Ambassador Contact Name]. Either Party may change its contact by written notice.

This Agreement commences on the Effective Date and, unless terminated earlier in accordance with its terms, continues for the Initial Term.

Upon expiry of the Initial Term, this Agreement may be renewed for successive periods of [Renewal Period duration] each (each a "Renewal Term") by mutual written agreement of the Parties, including as to Fees, which agreement shall be reached no later than [number] days before the end of the then-current term.

The Company shall notify the Brand Ambassador in writing no later than [number] days before expiry of the Initial Term or any Renewal Term whether it wishes to propose renewal. Failure to give such notice shall not constitute renewal and shall not give rise to any obligation of the Brand Ambassador to continue to perform the Services after expiry.

Unless the Parties have signed a written renewal, this Agreement shall not renew automatically, and no course of dealing or continued performance by either Party after expiry shall be construed as an extension of the Term. If the Parties continue to perform after expiry without a written renewal, the Brand Ambassador shall be entitled to payment at the rates stated in this Agreement for any Services actually performed, and either Party may end such continued performance on [number] days' written notice.

Expiry or termination of this Agreement shall not affect any accrued rights, payment obligations or remedies of either Party, nor any provision which by its nature is intended to survive, including those concerning payment, intellectual property, post-Term use of Likeness, confidentiality, indemnification, limitation of liability and dispute resolution.

During the Term, the Brand Ambassador shall provide the following Services in relation to the Products: (a) creating and publishing the Content on the Channels in the quantities and formats described in this section; (b) attending the Company's promotional events, shoots, launches and appearances; and (c) such other promotional activities as the Parties may agree in writing.

The Deliverables for each Campaign shall comprise: [number and type of posts per platform]; [number and duration of videos or stories]; [number of live appearances or events and their duration]; and [any other Deliverables]. Any Deliverable not listed above shall be performed only by mutual written agreement and subject to additional Fees to be agreed.

The Company shall provide the Brand Ambassador, at no cost to the Brand Ambassador and in a timely manner, with such Products, Brand Materials, briefs, talking points and information as are reasonably necessary to perform the Services. Products so supplied shall remain the property of the Company unless the Company states otherwise in writing, except that the Brand Ambassador may retain [number] units of each Product for personal use.

The Brand Ambassador shall perform the Services with reasonable skill, care and diligence, in a professional manner consistent with the reputation of the Brand Ambassador and the Company, and in accordance with the Company's reasonable written guidelines, provided that such guidelines are consistent with this Agreement and are furnished to the Brand Ambassador in advance.

The Brand Ambassador shall not be required to make any statement about the Products that the Brand Ambassador does not honestly hold, to use any Product that the Brand Ambassador reasonably believes to be unsafe, or to perform any act that is unlawful, defamatory, or that would reasonably be expected to damage the Brand Ambassador's reputation, personal safety or health.

The Company shall give the Brand Ambassador not less than [number] days' written notice of any event or appearance requiring physical attendance, and shall bear or reimburse all travel, accommodation, security and incidental costs of the Brand Ambassador in accordance with the section governing expenses. The Brand Ambassador shall not be in breach for declining a date on which the Brand Ambassador has a prior professional or personal commitment notified to the Company or on which the Brand Ambassador is unable to attend because of illness, force majeure or other cause beyond the Brand Ambassador's reasonable control, provided that the Parties shall cooperate in good faith to reschedule.

Any material change to the Services requested by the Company that increases the time, cost or effort required of the Brand Ambassador shall require the Brand Ambassador's written consent and an equitable adjustment of the Fees.

The Brand Ambassador shall publish the Deliverables in accordance with the following schedule: [posting schedule, including platforms, dates or frequency, and posting windows] (the "Posting Schedule").

The Company shall provide the briefs, Products and Brand Materials necessary for each Deliverable no later than [number] days before the scheduled posting date. If the Company fails to do so, or fails to provide any approval or feedback within the time stated in this Agreement, the affected posting dates shall be extended by a period equal to the delay, without liability of the Brand Ambassador.

The Campaign timeline shall be as follows: [Campaign start date]; [key milestones]; [Campaign end date] (the "Campaign Timeline"). The Parties may amend the Posting Schedule and the Campaign Timeline by written agreement, which may be by email between the designated contacts.

Each item of Content shall remain published on the relevant Channel for a minimum period of [number] days from posting (the "Minimum Display Period"), save where earlier removal is required by law, by the rules of the relevant platform, by a court or regulator, or by the Brand Ambassador acting in good faith to protect the Brand Ambassador's safety or reputation in response to circumstances reasonably beyond the Brand Ambassador's control. The Brand Ambassador shall not be required to keep Content published after the Minimum Display Period, except as provided in the section governing post-Term use.

The Brand Ambassador shall not be liable for any delay or failure to post arising from platform outages, account suspension not caused by the Brand Ambassador's breach, illness, injury, bereavement, force majeure, or the Company's delay or act, and shall reschedule the affected Deliverable within a reasonable period after the cause ceases.

The Company may request a change of posting date on not less than [number] days' notice. The Brand Ambassador shall use reasonable efforts to accommodate it, and if the Company cancels or postpones a scheduled Deliverable on shorter notice, the Fees for that Deliverable shall remain payable in full.

The Brand Ambassador shall prepare each item of Content in accordance with the applicable brief and shall submit it to the Company for review through the method designated by the Company, being [submission method], no later than [number] days before the scheduled posting date.

The Company shall review each submission and notify the Brand Ambassador in writing of its approval or its request for revisions, stating the reasons in reasonable detail, within [number] business days after receipt (the "Review Period").

If the Company fails to respond within the Review Period, the Brand Ambassador may send a reminder, and if the Company does not respond within [number] business days after the reminder, the Content shall be deemed approved and may be published by the Brand Ambassador.

The Company may withhold approval only on reasonable grounds, being that the Content (a) is inaccurate or misleading regarding the Products, (b) infringes third-party rights or violates applicable law, (c) materially departs from the brief, or (d) contains material that is demonstrably detrimental to the Company's reputation. The Company shall not withhold approval on the basis of the Brand Ambassador's personal style, tone or creative approach where these are consistent with the brief and with the Brand Ambassador's established manner of communicating with the audience.

The Brand Ambassador shall make up to [number] rounds of revisions per item of Content at no additional charge. Further revisions requested by the Company, or revisions required due to changes to the brief after approval, shall be charged at the rate of [revision rate] per hour or as otherwise agreed in writing.

Once Content has been approved, the Brand Ambassador may publish it without further approval, and the Company shall not require material alteration or removal of Approved Content except where required by law or where a material inaccuracy has come to light, in which case the Company shall bear any reasonable resulting costs.

The Company's approval of Content shall not relieve the Company of its responsibility for the accuracy of Product claims, specifications and Brand Materials it has supplied.

In consideration of the Services and the rights granted under this Agreement, the Company shall pay the Brand Ambassador the following Fees: [fixed fee amount and currency] per [Campaign/month/Deliverable] (the "Base Fee").

In addition to the Base Fee, the Company shall pay the Brand Ambassador the following performance-based or additional compensation: [commission, bonus or revenue share, with calculation method, including payment trigger and reporting frequency] (the "Additional Compensation").

The Company shall provide the Brand Ambassador with all data reasonably necessary to calculate any Additional Compensation, including sales and tracking reports, at least [monthly/quarterly], and the Brand Ambassador shall have the right, on reasonable notice and not more than [number] times per year, to audit the relevant records. If an audit reveals an underpayment, the Company shall promptly pay the shortfall with interest, and if the shortfall exceeds [number] percent, the Company shall also bear the reasonable cost of the audit.

The Company shall reimburse the Brand Ambassador for all reasonable and documented out-of-pocket expenses incurred in the performance of the Services, including travel, accommodation, meals, production costs, wardrobe, hair and makeup, and security, in accordance with [expense policy or cap]. Expenses above [expense threshold] shall require the Company's prior written approval, which shall not be unreasonably withheld, and the Company shall arrange or pre-pay major travel and accommodation costs where practicable.

Unless otherwise agreed, travel shall be at [class of travel] and accommodation shall be of a standard reasonably appropriate to the Brand Ambassador's professional status.

The Fees are fixed for the Term and shall not be reduced for any reason other than the Brand Ambassador's uncured material breach. Any additional Services, usage, or extended license periods shall be separately compensated at rates to be agreed in writing, which shall not be less than [rate] of the pro rata Fees.

Any Products provided to the Brand Ambassador do not constitute or reduce the Fees.

Except as otherwise provided, all Fees are exclusive of value added, sales, goods and services and similar taxes, which, where applicable, shall be borne by the Company in addition to the Fees upon receipt of a valid invoice.

The Brand Ambassador shall invoice the Company [monthly/upon completion of each Deliverable/in accordance with the following schedule: [payment schedule]]. Each invoice shall describe the Services performed and set out the applicable Fees and expenses, together with reasonable supporting receipts for expenses.

The Company shall pay an initial installment of [percentage or amount] of the Base Fee within [number] days of the Effective Date, which is non-refundable except in the event of the Brand Ambassador's uncured material breach resulting in termination.

The Company shall pay each undisputed invoice within [number] days of the date of receipt, by bank transfer to the account designated in writing by the Brand Ambassador, in [currency], without set-off, deduction or counterclaim, and free of any bank charges.

If the Company disputes any portion of an invoice in good faith, it shall notify the Brand Ambassador in writing within [number] days of receipt, stating the reasons in detail, and shall pay the undisputed portion on time. The Parties shall work together promptly to resolve the dispute.

Any amount not paid when due shall bear interest from the due date until payment in full at the rate of [interest rate] per [period], or the maximum rate permitted by applicable law if lower, and the Brand Ambassador may, upon [number] days' written notice of non-payment, suspend the Services and the Company's rights to use Content and Likeness until all overdue amounts are paid, without liability.

The Company shall bear all bank, currency conversion and transfer charges relating to its payments. If any payment is required to be made in a currency other than [currency], the Company shall bear the exchange rate risk.

All Fees that have accrued for Services performed or Deliverables scheduled up to the date of termination or expiry remain payable in accordance with this section.

During the Term, the Brand Ambassador shall not enter into any new paid endorsement or ambassador arrangement for any product or service that is directly competitive with the Products within the following category: [competitive category description] (the "Restricted Category"), in the Territory.

The restriction in this section applies only to paid promotion of the Restricted Category. It does not restrict the Brand Ambassador from (a) any engagement existing as of the Effective Date and disclosed in [list of existing engagements], including renewals and extensions of those engagements; (b) engagements outside the Restricted Category; (c) unpaid, editorial, personal or incidental use or mention of third-party products; or (d) activities of the Brand Ambassador's own business, profession, creative work or charitable activities.

The Brand Ambassador shall not be restricted from engaging with any other business, brand or commercial partner outside the Restricted Category, and the Company acknowledges that the Brand Ambassador's livelihood depends upon the ability to do so.

If the Brand Ambassador wishes to accept an engagement that may fall within the Restricted Category, the Brand Ambassador may request the Company's consent, which the Company shall grant or refuse in writing within [number] business days, acting reasonably. Failure to respond shall be deemed consent.

The exclusivity in this section is granted in return for the Fees and shall lapse automatically and immediately if the Company is in material breach of its payment obligations and fails to remedy it within [number] days of notice, or upon termination of this Agreement other than for the Brand Ambassador's uncured material breach. Following the Term, there shall be no restriction on the Brand Ambassador's activities, and no non-competition, non-solicitation or similar restriction shall apply.

The Company acknowledges that the Brand Ambassador's participation in unaffiliated content, including in the same Content in which Products appear, shall not itself constitute a breach of this section, provided that a competing product of the Restricted Category is not featured by the Brand Ambassador in the same Content as the Products.

As between the Parties, the Brand Ambassador is and shall remain the sole owner of all right, title and interest, including copyright, in and to the Content, and all underlying materials, formats, ideas, concepts, styles, drafts, outtakes and the Channels, including all followers, audience data and accounts, and nothing in this Agreement transfers ownership of any of them to the Company.

The Company is and shall remain the sole owner of the Brand Materials and Products, and all trademarks, logos, designs and other intellectual property associated with them, and nothing in this Agreement transfers any ownership of those to the Brand Ambassador.

The Brand Ambassador grants to the Company, subject to payment of the applicable Fees, a non-exclusive, non-transferable (except to a successor to the Company's entire business related to the Products), non-sublicensable (except to the Company's Affiliates and service providers acting on the Company's behalf) license to reproduce, display, distribute and share the Approved Content, in [media and formats], in the Territory, during the Term and any period stated in the section on post-Term use, solely for the purpose of promoting the Products (the "Content License"). The Company may not edit, alter, crop or combine Approved Content in a manner that changes its meaning, or use it in paid advertising, without the Brand Ambassador's prior written consent, provided that the Company may use Approved Content in paid advertising for the period and on the terms set out in [paid usage terms and any additional usage fee].

The Company grants to the Brand Ambassador a non-exclusive, non-transferable, royalty-free license during the Term to use the Brand Materials solely as necessary to perform the Services and in the form furnished or approved by the Company.

The Brand Ambassador retains the right to include the Content in the Brand Ambassador's portfolio, showreel, personal website and promotional materials for the Brand Ambassador's services, and to retain the Content on the Channels after the Minimum Display Period, subject to the section on compliance and to the Company not being disparaged.

Each Party shall be responsible for obtaining and maintaining all third-party licenses and consents necessary for materials it supplies, including music, locations, models and other contributors, and shall promptly notify the other of any actual or suspected infringement of the other's rights.

Any suggestions, feedback or ideas regarding the Products provided by the Brand Ambassador may be used freely by the Company without obligation, provided that this shall not transfer to the Company any rights in the Content or Likeness.

All rights not expressly granted are reserved by the granting Party.

The Brand Ambassador grants to the Company, subject to the terms of this Agreement and payment of the Fees, a non-exclusive, non-transferable, non-sublicensable (except to the Company's Affiliates, agencies and service providers acting on its behalf) license to use the Likeness during the Term, in the Territory, solely in connection with the promotion of the Products in the following media and formats: [authorized media and formats, e.g. Company website, Company social media accounts, email marketing, in-store materials] (the "Likeness License").

The Likeness shall be used only in the form approved by the Brand Ambassador in accordance with the review procedures of this Agreement. The Company shall submit each proposed use of the Likeness not contained in Approved Content to the Brand Ambassador for prior written approval, which shall be given or refused within [number] business days, and shall be deemed refused if no response is given, unless the use is substantially identical to a use previously approved.

The Company shall not, without the Brand Ambassador's express prior written consent, (a) use the Likeness in any manner that suggests endorsement of any product other than the Products; (b) use the Likeness on or in connection with products or services that are political, sexual, or related to tobacco, firearms, gambling, or any other category listed in [excluded categories]; (c) alter, distort or digitally manipulate the Likeness, including by any artificial intelligence, synthetic media, voice cloning or similar technology, or create any digital replica of the Brand Ambassador; or (d) use the Likeness in a manner that is false, misleading, defamatory or demeaning.

The Company shall not use the Likeness in any way that implies that the Brand Ambassador has endorsed the Company beyond the scope of this Agreement, or in any merchandise, packaging or product design, unless otherwise agreed in writing and subject to separate compensation.

The Brand Ambassador's Likeness remains the sole property of the Brand Ambassador, and all goodwill arising from its use inures to the Brand Ambassador. The Company shall acquire no right in the Likeness other than the license in this section.

The Company shall remove or correct any use of the Likeness that is outside the scope of this license, promptly and in any event within [number] business days of notice, without prejudice to the Brand Ambassador's other remedies, including payment for any unauthorized use at not less than [multiplier] times the applicable usage fee.

The Brand Ambassador may withdraw or suspend approval of the Likeness License on written notice if the Company is the subject of public conduct or allegations that, in the Brand Ambassador's reasonable opinion, are seriously damaging to the Brand Ambassador's reputation, in which event the Company shall cease new uses of the Likeness within [number] days.

Upon expiration or termination of this Agreement, the Likeness License shall terminate, and the Company shall cease all new uses of the Likeness, except as expressly permitted in this section.

The Company may, for a period of [number] days after the end of the Term (the "Wind-Down Period"), continue to use Approved Content and Likeness already published in or on the Company's own social media, website and digital channels in a passive archival manner (that is, without boosting, promoting, re-posting, or paid promotion), and may sell off and distribute printed or physical materials already produced and bearing the Likeness for [number] days.

The Company shall remove or take down all uses of the Likeness other than archival posts within the Wind-Down Period, and within [number] days after the end of the Wind-Down Period shall use reasonable efforts to remove from all Company-controlled channels any remaining uses, except for posts made in the ordinary course of the Company's historical archive that are not prominently displayed and do not suggest a continuing relationship.

If the Company wishes to continue to use Approved Content or Likeness beyond the Wind-Down Period, it must obtain the Brand Ambassador's prior written consent, which may be given or withheld in the Brand Ambassador's sole discretion and may be subject to additional compensation of [post-Term usage fee]. Such continued use shall be limited to the specific content, media and period agreed.

The Company shall not, after the Term, state or imply that the Brand Ambassador continues to be affiliated with, or endorses, the Company or the Products, and may describe the past relationship only in truthful, factual terms, such as "former brand ambassador," and only where doing so is not misleading.

Where this Agreement is terminated by the Brand Ambassador due to the Company's uncured material breach, or where the Company has failed to pay any Fees due, the Wind-Down Period shall not apply and the Company shall cease all use of the Likeness immediately, other than archival content previously published, which shall be removed on the Brand Ambassador's request within [number] days.

The Company shall not use any Likeness or Approved Content after the Term for training any artificial intelligence or machine learning systems or for creating synthetic content.

The Company shall, upon request, certify in writing its compliance with this section.

Each Party shall comply with all laws, regulations, guidelines and codes of practice applicable to advertising, endorsements and consumer protection in the Territory (the "Advertising Standards"), including those relating to disclosure of material connections between endorsers and advertisers.

The Brand Ambassador shall clearly and conspicuously disclose the Brand Ambassador's relationship with the Company in each item of Content in the manner required by the Advertising Standards and the rules of the relevant platform, including by using appropriate labels, hashtags or platform tools such as [disclosure format].

The Company shall be solely responsible for the accuracy, legality and substantiation of all claims regarding the Products that it furnishes to the Brand Ambassador or approves, including claims regarding performance, safety, ingredients, efficacy, origin and pricing, and shall provide the Brand Ambassador with all relevant substantiation promptly upon request. The Brand Ambassador shall not be required to verify the Company's claims, but shall not knowingly make any claim that the Brand Ambassador knows to be false or misleading.

The Brand Ambassador shall make statements about the Products which reflect the Brand Ambassador's honest opinions, findings, beliefs or experience, and the Company shall not require the Brand Ambassador to state otherwise. The Brand Ambassador shall not be required to promote any Product that the Brand Ambassador has not had a reasonable opportunity to try or evaluate where the Advertising Standards so require.

The Company shall ensure that the Products are lawfully manufactured, marketed and sold, are safe for their intended use, and carry any required warnings, labeling or certifications.

If either Party becomes aware that any Content, claim or disclosure may breach the Advertising Standards, it shall promptly notify the other Party, and the Parties shall cooperate in good faith to correct or remove it. The Brand Ambassador shall not be in breach of this Agreement for removing or amending Content where reasonably necessary to comply with the Advertising Standards, and any resulting costs due to inaccurate information furnished by the Company shall be borne by the Company.

Where any regulator, platform or third party raises any inquiry or complaint relating to the Content, the Parties shall cooperate, and the Company shall bear the costs of responding, except to the extent caused by the Brand Ambassador's failure to make a required disclosure.

The Company represents and warrants to the Brand Ambassador that: (a) it is duly organized, validly existing and in good standing, and has full power and authority to enter into and perform this Agreement; (b) the execution and performance of this Agreement do not conflict with any other agreement or obligation binding on it; (c) it owns or has all necessary rights in the Brand Materials and Products and their use as contemplated by this Agreement does not infringe the rights of any third party; (d) the Products are safe, fit for their intended purpose, and comply with all applicable laws; and (e) all information, claims and instructions furnished to the Brand Ambassador are accurate, complete and lawful.

The Brand Ambassador represents and warrants to the Company that: (a) it has full power and authority to enter into and perform this Agreement; (b) to the Brand Ambassador's knowledge, the execution of this Agreement does not conflict with any existing contractual obligation of the Brand Ambassador that would prevent performance; (c) the original elements of the Content created by the Brand Ambassador, as delivered, will not knowingly infringe the intellectual property rights of any third party, excluding materials furnished or required by the Company; and (d) the Brand Ambassador will perform the Services in a professional manner.

The Brand Ambassador makes no representation or warranty as to the results of any Campaign, including as to audience size, engagement, reach, impressions, conversions or sales, and the Company acknowledges that such outcomes depend on factors outside the Brand Ambassador's control. Any metrics or figures supplied by the Brand Ambassador are provided for information only, are based on platform data at the time given and are not guarantees.

Each Party shall promptly notify the other of any event that would render any of its representations or warranties untrue or misleading in any material respect.

Except as expressly stated in this Agreement, neither Party makes any other representation or warranty, whether express or implied, and all implied warranties are excluded to the fullest extent permitted by law, save that this shall not limit the Company's warranties in relation to the Products and Brand Materials.

The Company acknowledges that the Brand Ambassador is relying on the representations and warranties in this section in entering into this Agreement and in associating the Brand Ambassador's name and reputation with the Products.

Each Party (the "Receiving Party") shall keep confidential all Confidential Information of the other Party (the "Disclosing Party"), shall use it only for the purpose of performing or exercising rights under this Agreement, and shall not disclose it to any third party except as permitted by this section.

The Receiving Party may disclose Confidential Information to its Affiliates, employees, professional advisers, agents, insurers, financiers, and management representatives who need to know it for the purposes of this Agreement and who are bound by obligations of confidentiality no less protective than those in this section, and the Receiving Party shall be responsible for any breach by such persons.

Confidential Information does not include information that (a) is or becomes publicly available other than through breach of this Agreement; (b) was lawfully known to the Receiving Party before disclosure without restriction; (c) is lawfully received from a third party without restriction; (d) is independently developed without use of the Disclosing Party's Confidential Information; or (e) comprises the existence of the Brand Ambassador's relationship with the Company once publicly announced and the Content, once published.

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, court order or a competent authority, provided that, where lawful, it gives the Disclosing Party prompt prior notice and reasonable assistance to seek protective measures, and discloses only the portion legally required.

The financial terms of this Agreement are Confidential Information of both Parties. Notwithstanding the foregoing, the Brand Ambassador may disclose the terms of this Agreement to its agents, managers, lawyers, accountants and tax authorities, and as required for compliance with the Advertising Standards.

Nothing in this Agreement prevents the Brand Ambassador from truthfully discussing the Brand Ambassador's working conditions or from making any lawful report or disclosure to a regulatory or law enforcement authority, or from making any statement protected by law.

The obligations in this section shall continue for [number] years after the expiry or termination of this Agreement, and, with respect to any trade secrets, for as long as they remain trade secrets. On request following termination, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information, except for copies required for legal or archival purposes, which shall remain subject to this section.

The Company shall indemnify, defend and hold harmless the Brand Ambassador, its Affiliates, and their respective owners, officers, employees, agents and representatives (the "Ambassador Indemnitees") from and against all claims, demands, actions, losses, liabilities, damages, fines, penalties, costs and expenses, including reasonable legal fees, arising out of or related to: (a) the Products, including any product liability, personal injury, property damage or defect; (b) the Brand Materials and any claims, instructions or information furnished by or on behalf of the Company, including any alleged infringement of third-party rights; (c) the Company's breach of this Agreement or any representation or warranty; (d) the Company's violation of applicable law; or (e) any use of the Likeness or Content by the Company beyond the scope of this Agreement.

The Brand Ambassador shall indemnify, defend and hold harmless the Company and its officers, directors and employees from and against third-party claims, and resulting losses, damages and reasonable legal fees, to the extent finally determined to have arisen from (a) the Brand Ambassador's willful misconduct or gross negligence in performing the Services or (b) a third-party claim that the original elements of the Content created solely by the Brand Ambassador, and published without modification and without the use of any Company-supplied materials, infringe that third party's intellectual property rights.

A Party seeking indemnification shall give the indemnifying Party prompt written notice of the claim (provided that delay relieves the indemnifying Party only to the extent it is materially prejudiced), shall permit the indemnifying Party to control the defense and settlement with counsel reasonably acceptable to the indemnified Party, and shall reasonably cooperate at the indemnifying Party's expense. The indemnifying Party shall not settle any claim that imposes any liability or admission on the indemnified Party, or that affects the reputation or Likeness of the Brand Ambassador, without the indemnified Party's prior written consent.

The Company shall maintain, throughout the Term and for [number] years thereafter, commercial general liability and product liability insurance with coverage of not less than [insurance amount] per claim, shall name the Brand Ambassador as an additional insured, and shall provide a certificate of insurance upon request.

Except for the Company's payment obligations and the Company's indemnification obligations, neither Party shall be liable to the other for any indirect, incidental, special, consequential or punitive damages, or loss of profits, arising out of this Agreement, even if advised of the possibility of such damages.

The total aggregate liability of the Brand Ambassador to the Company under or in connection with this Agreement, whether in contract, tort or otherwise, shall not exceed the total Fees actually received by the Brand Ambassador in the [number] months preceding the event giving rise to the claim. The Company's liability shall not be limited by this section with respect to its payment obligations, indemnification obligations, misuse of the Likeness, or breach of confidentiality.

Nothing in this Agreement limits or excludes liability for fraud, death or personal injury caused by negligence, or any other liability that cannot be limited or excluded under applicable law.

Either Party may terminate this Agreement for convenience on not less than [number] days' written notice to the other Party, provided that, if the Company terminates for convenience, it shall pay the Brand Ambassador all Fees accrued to the date of termination, together with [percentage or amount] of the remaining unpaid Base Fee for the balance of the then-current term as an early termination fee.

Either Party may terminate this Agreement with immediate effect upon written notice if the other Party commits a material breach and, where the breach is capable of remedy, fails to remedy it within [number] days after receiving written notice specifying the breach; provided that, in the case of the Company's failure to pay any undisputed amount, the cure period shall be [number] days.

The Brand Ambassador may terminate this Agreement immediately upon written notice if: (a) the Company becomes insolvent, enters into bankruptcy, liquidation or similar proceedings, or ceases to carry on business; (b) the Company or the Products become the subject of a serious public controversy, regulatory action, product recall, safety concern, or allegations of unlawful, unethical or discriminatory conduct which, in the Brand Ambassador's reasonable judgment, is likely to harm the Brand Ambassador's reputation; or (c) the Company requires the Brand Ambassador to act in violation of the Advertising Standards or any law. In such event, the Company shall pay the Fees due through the end of the then-current Campaign or [number] days, whichever is longer, in addition to accrued Fees.

The Company may terminate this Agreement immediately upon written notice if the Brand Ambassador is convicted of, or pleads guilty to, a serious criminal offense, or engages in conduct that is publicly established and that materially and adversely affects the reputation of the Company, in each case as determined by the Company acting reasonably and in good faith. In that event, the Company shall pay all Fees accrued to the date of termination for Services actually performed, and shall have no obligation to pay the unaccrued balance of Fees.

Either Party may terminate this Agreement by written notice if a force majeure event prevents the performance of a material portion of this Agreement for more than [number] consecutive days.

Upon expiry or termination for any reason: (a) the Brand Ambassador shall cease to hold itself out as a brand ambassador of the Company, subject to the section on post-Term use; (b) the Company shall pay all outstanding Fees and reimburse all expenses incurred up to the effective date of termination, within [number] days; (c) each Party shall return or destroy the other's Confidential Information and Brand Materials, as applicable; and (d) the Brand Ambassador shall not be required to return any Fees already paid, except where otherwise expressly stated in this Agreement.

Termination shall be without prejudice to any rights or remedies accrued prior to termination, and the provisions of this Agreement that by their nature are intended to survive shall survive termination.

This Agreement, and any dispute or claim (whether contractual or non-contractual) arising out of or in connection with it, shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict of laws principles.

The Parties shall first attempt to resolve any dispute arising out of or relating to this Agreement amicably through good-faith negotiations between senior representatives, commencing upon written notice of the dispute. If the dispute is not resolved within [number] days of that notice, either Party may refer the dispute to mediation under [mediation rules or institution], with the costs of the mediator shared equally by the Parties.

If the dispute is not resolved by mediation within [number] days after commencement of the mediation, it shall be finally settled by [binding arbitration administered by [Arbitration Institution] under its rules / the courts of [Jurisdiction]]. The seat and place of arbitration shall be [City, Jurisdiction], the language of the proceedings shall be English, and the tribunal shall consist of [number] arbitrator(s). The award shall be final and binding on the Parties, and judgment on the award may be entered in any court of competent jurisdiction.

The Parties submit to the [exclusive/non-exclusive] jurisdiction of the courts of [Jurisdiction] for the purposes of any proceedings in support of arbitration, for interim relief, and for enforcement of any award.

Nothing in this section prevents the Brand Ambassador from seeking urgent injunctive or other equitable relief from a court of competent jurisdiction to prevent or stop unauthorized use of the Likeness or the Content or any breach of confidentiality, and nothing in this section prevents either Party from seeking an order to recover unpaid sums.

In any dispute, the prevailing Party shall be entitled to recover its reasonable legal fees, costs and expenses from the other Party, as determined by the court or tribunal. Until the final resolution of any dispute, each Party shall continue to perform its obligations under this Agreement that are not in dispute, provided that the Brand Ambassador may suspend the Services and the Company's rights to use the Likeness and Content for any unpaid undisputed Fees as provided in this Agreement.

This Agreement constitutes the entire agreement between the Parties on its subject matter and supersedes all prior understandings. Any amendment or waiver must be in writing and signed by both Parties. If any provision is held invalid or unenforceable, the remainder shall continue in full force and effect and the Parties shall replace the provision with a valid one that most closely achieves its intent. Neither Party may assign this Agreement without the other's prior written consent, except that the Company may assign it to a successor to the whole of the business relating to the Products upon written notice to the Brand Ambassador, provided the successor assumes all of the Company's obligations in writing. Notices shall be in writing and delivered by hand, courier or email to the addresses set out below or as updated by notice, and this Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original.