For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below. "Content" shall mean any and all photographs, videos, reels, stories, captions, hashtags, textual descriptions, graphics, audio recordings and any other audiovisual or written materials created, produced, published, displayed or otherwise disseminated by the Influencer in connection with this Agreement, whether in draft, intermediate or final form.

"Deliverables" shall mean the specific items of Content which the Influencer is required to produce and publish pursuant to this Agreement, as more particularly described in Section 4 hereof.

"Platform" shall mean the Instagram social media platform operated by Meta Platforms, Inc. and its affiliated services, including Instagram Feed, Stories, Reels and any successor features thereto.

"Products" shall mean the goods, services and offerings of the Brand which are the subject matter of the promotional activities contemplated hereunder, being those falling within the [Product Category] category and such specific items as may be designated in writing by the Brand from time to time during the Term.

"Sponsored Content" shall mean any Deliverable or other Content that promotes, references, features or otherwise concerns the Brand, the Products or any brand, trademark or offering affiliated with the Brand.

"Term" shall mean the period commencing on the Effective Date and continuing until the expiration or earlier termination of this Agreement pursuant to Section 15.

In this Agreement, words importing the singular shall include the plural and vice versa; words importing any gender shall include all genders; the words "include", "including" and "in particular" shall be construed as being by way of illustration or emphasis only and shall not operate to limit the generality of any preceding words; references to Sections are references to sections of this Agreement; and headings are inserted for convenience only and shall not affect the construction or interpretation of this Agreement.

No rule of construction providing that ambiguities are to be resolved against the drafting Party shall apply to the interpretation of this Agreement.

The Brand hereby engages the Influencer, and the Influencer hereby accepts such engagement, to render the promotional and content creation services described herein (the "Services") during the Term, upon and subject to the terms and conditions of this Agreement.

The Services shall comprise, without limitation, the conception, development, production, publication and promotion of Sponsored Content on the Platform in accordance with the creative brief, campaign guidelines, content specifications and brand guidelines communicated by the Brand in writing from time to time (collectively, the "Campaign Brief").

The Influencer shall render the Services personally through its designated content creator(s), namely [Name of Primary Creator], who shall at all times be and remain the principal talent featured in the Sponsored Content. The Influencer shall not subcontract, delegate or assign the performance of the creative aspects of the Services to any third party without the prior written consent of the Brand.

The Influencer shall perform the Services with the highest standards of professional care, skill, diligence and workmanship customarily observed by leading professional content creators in the industry, and in strict conformity with all applicable laws, regulations, codes of practice, Platform terms of use and community guidelines, and the reasonable instructions of the Brand.

The Influencer acknowledges and agrees that it is engaged as an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment or fiduciary relationship between the Parties. Neither Party shall have authority to bind or incur any obligation on behalf of the other.

The Influencer shall be solely responsible for all costs and expenses incurred in connection with the performance of the Services, including without limitation equipment, production costs, travel, props, assistants and taxes, unless otherwise expressly agreed in writing by the Brand.

The Brand reserves the right, acting reasonably, to modify, supplement or refine the Campaign Brief during the Term, and the Influencer shall accommodate such modifications provided they do not materially increase the scope of the Services.

The Influencer shall at all times comply with all applicable laws, regulations, advertising standards, consumer protection rules and codes of practice governing sponsored, endorsed or promotional content in each jurisdiction in which such Content is published or is reasonably foreseeable to be viewed, including without limitation all requirements concerning the clear, conspicuous and unambiguous disclosure of material connections between endorsers and advertisers.

Without limiting the generality of the foregoing, each item of Sponsored Content shall contain a prominent, unmistakable and legible disclosure of its commercial nature, including (as applicable) the use of designations such as "#ad", "#sponsored", or the Platform's native paid partnership label, placed in a location and manner that is readily noticed and understood by an ordinary viewer prior to any engagement with the Content.

The Influencer shall enable, where available, the Platform's "Paid Partnership" or equivalent branded content tool, correctly tagging the Brand as the business partner for each item of Sponsored Content.

The Influencer shall not make any claim, representation or statement concerning the Products, the Brand or any competitor that is false, misleading, deceptive, exaggerated, unsubstantiated, comparative in a disparaging manner, or otherwise contrary to applicable advertising law or industry self-regulation.

Any testimonials, reviews, opinions or endorsements provided by the Influencer with respect to the Products shall reflect the Influencer's honest, genuine and current experience and views, and shall not purport to describe experiences the Influencer has not actually had.

The Influencer shall promptly correct, amend, supplement or remove any Sponsored Content upon written request of the Brand or any competent regulatory authority where such Content is alleged, in good faith, to contravene applicable law, regulation or industry code, and shall cooperate fully with the Brand in responding to any related inquiry, investigation or complaint.

The Influencer shall indemnify and hold the Brand harmless from and against any and all losses, damages, fines, penalties and expenses arising from the Influencer's failure to comply with the disclosure and advertising compliance obligations set forth in this Section, in accordance with Section 12.

The Influencer shall produce and publish, during the Term, the following Deliverables on the Influencer Account on the Platform: [Number] in-feed posts; [Number] Reels of not less than [Duration] seconds each; [Number] Stories (consisting of not fewer than [Number] frames per Story); and such additional Content items as may be agreed in writing by the Parties from time to time.

Each Deliverable shall conform strictly to the Campaign Brief and to the technical, aesthetic, editorial and brand specifications supplied by the Brand, including without limitation specifications relating to aspect ratio, resolution, duration, framing, lighting, color treatment, music, captions, call-to-action, hashtags, mentions, @-tags, trackable links and affiliate codes.

The Influencer shall feature the Products in a manner that is prominent, favorable and consistent with the Brand's image, positioning and messaging guidelines, and shall ensure that any environment, wardrobe, props and co-appearing individuals featured in the Deliverables are suitable for association with a reputable commercial brand.

The Influencer shall not include in any Deliverable any content that is obscene, pornographic, profane, defamatory, discriminatory, hateful, violent, politically partisan, promotes illegal activity, or that would otherwise bring the Brand into public disrepute or embarrassment.

The Influencer shall produce all Deliverables in such technical formats and at such resolution as will enable high-quality publication on the Platform and subsequent exploitation by the Brand pursuant to Section 6, and shall deliver native source files to the Brand upon request.

The Influencer shall ensure that all persons appearing in or contributing to any Deliverable (including, where applicable, musicians, photographers, stylists, models and other collaborators) have executed valid, written releases and licenses sufficient to permit the full use of such Deliverables by the Brand as contemplated herein.

The Influencer shall not use artificial intelligence, synthetic media or deepfake technology to generate or materially alter any Deliverable without the prior written consent of the Brand.

Each Deliverable shall include the hashtags, mentions and tracking links specified by the Brand, in the precise form and placement indicated, and shall not be subsequently edited, cropped or re-captioned in any manner that removes or obscures such elements.

Prior to the publication of any Sponsored Content, the Influencer shall submit a complete draft of each Deliverable, including final visual assets, caption text, hashtags, tags and any accompanying audio, to the Brand for review and approval, not less than [Number] business days before the proposed publication date.

The Brand shall review each submission within [Number] business days of receipt and shall either (i) approve the Deliverable as submitted; (ii) approve the Deliverable subject to specified revisions; or (iii) reject the Deliverable, stating in reasonable detail the grounds therefor.

Where revisions are requested, the Influencer shall implement such revisions promptly and resubmit the revised Deliverable for further review within [Number] business days. The approval cycle shall repeat as necessary until the Brand has granted its unconditional written approval.

No Deliverable or other Sponsored Content shall be published, posted, displayed, distributed or otherwise made public by the Influencer prior to the Brand's express written approval thereof, and any such unauthorized publication shall constitute a material breach of this Agreement.

Once approved, the Influencer shall not make any alteration, addition, deletion, redaction or other modification to the approved Deliverable (including caption text and tags) without the Brand's further written consent, nor shall the Influencer republish, repost or re-share the Deliverable in any materially different context.

The Brand's approval of any Deliverable shall not relieve the Influencer of any of its representations, warranties, covenants or indemnification obligations under this Agreement, nor shall it constitute a waiver of any right or remedy of the Brand hereunder.

Where the Brand reasonably believes that a published Deliverable contains an error, misstatement, non-compliant disclosure or other defect, the Influencer shall, upon written request, promptly edit, replace or delete the Content in question at the Influencer's cost.

As between the Parties, the Influencer shall retain ownership of the underlying copyright in the original Deliverables created by it, subject to the licenses, assignments and rights granted to the Brand under this Agreement.

The Influencer hereby grants to the Brand a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, transferable and sublicensable license to use, reproduce, distribute, publicly display, publicly perform, modify, adapt, edit, create derivative works from, translate and otherwise exploit the Deliverables, in whole or in part, in any and all media now known or hereafter devised, on and through the Brand's own channels, including without limitation the Brand's website, e-commerce platforms, email communications, owned social media accounts, in-store displays, point-of-sale materials, product packaging and corporate communications.

The license granted hereunder shall include the right to use the Influencer's name, likeness, image, voice, performance, biographical information and handle(s) in connection with the use of the Deliverables, and shall survive termination or expiration of this Agreement in perpetuity.

To the extent that the Deliverables incorporate any pre-existing works, music, third-party contributions or other materials, the Influencer represents and warrants that it has secured all necessary rights, consents, licenses and releases to permit the Brand's exercise of the rights granted hereunder without further payment or obligation.

The Brand hereby grants to the Influencer a limited, non-exclusive, non-transferable, revocable license during the Term to use the Brand's trademarks, logos, trade names and Product imagery solely to the extent reasonably necessary for the Influencer to perform the Services, and strictly in accordance with the Brand's trademark usage guidelines.

The Influencer shall not register, apply to register, or assist any third party in registering any trademark, domain name, handle or other designation containing, incorporating or confusingly similar to any trademark, trade name or branding element of the Brand.

All goodwill arising from the Influencer's use of the Brand's trademarks shall inure solely and exclusively to the benefit of the Brand.

The Influencer waives, to the fullest extent permitted by applicable law, all moral rights, rights of paternity, integrity and other similar rights in and to the Deliverables as against the Brand, its successors, assigns, licensees and authorized users.

The Influencer shall publish the Deliverables on the Platform in accordance with a posting schedule to be agreed in writing by the Parties, specifying the exact date and time window for the publication of each Deliverable (the "Posting Schedule").

The Influencer shall not alter the Posting Schedule without the prior written consent of the Brand. In the event that unforeseen circumstances prevent timely publication of any Deliverable, the Influencer shall promptly notify the Brand and the Parties shall agree an alternative publication date, which shall fall no later than [Number] days after the originally scheduled date.

All Sponsored Content shall be published exclusively from the Influencer Account and shall remain publicly accessible on the Platform for a minimum period of [Number] months from the date of publication, during which period the Influencer shall not archive, hide, delete or otherwise restrict access to such Content without the Brand's prior written consent.

The Influencer shall comply at all times with the terms of service, community guidelines, branded content policies and all other rules of the Platform, and shall maintain the Influencer Account in good standing, free from suspension, shadow-banning, demonetization or similar restrictions, to the extent within the Influencer's control.

The Influencer shall not purchase, procure or otherwise artificially inflate followers, views, likes, comments, shares, saves or any other engagement metric on the Influencer Account or in respect of any Deliverable, nor engage in any form of fraudulent, deceptive or manipulative conduct in connection with the Services.

The Influencer shall maintain the Influencer Account as an active, authentic and primary channel for its content creation activities throughout the Term, and shall promptly notify the Brand of any material change in the account's followership, engagement patterns or operational status.

Where any Deliverable is removed or restricted by the Platform, the Influencer shall notify the Brand within [Number] hours and shall cooperate in appealing such action or re-publishing the Content as directed by the Brand.

Throughout the Term and for a period of [Number] months thereafter (the "Exclusivity Period"), the Influencer shall not, directly or indirectly, create, publish, endorse, promote, feature, review or otherwise associate itself with any product, service, brand or business that competes with, or offers goods or services substantially similar to, those of the Brand within the [Product Category] category (each a "Competitor").

Without limiting the generality of the foregoing, the Influencer shall not: (i) accept any payment, gift, product, service, trip or other consideration from a Competitor in exchange for any form of promotion or endorsement; (ii) permit any Competitor to appear in, or be tagged in, any Content on the Influencer Account; or (iii) wear, use, display or feature any Competitor's products or branding in any Content on the Influencer Account.

The Brand shall provide the Influencer, upon request, with a non-exhaustive list of entities deemed to be Competitors, provided that the absence of any particular entity from such list shall not preclude it from being treated as a Competitor if it falls within the scope of the foregoing definition.

The Influencer further agrees that, throughout the Term, it shall not disparage, criticize or make any negative, derogatory or unfavorable statement, whether public or private, concerning the Brand, its Products, officers, directors, employees, affiliates or shareholders.

The Influencer shall promptly disclose to the Brand in writing any inquiry, offer or proposal received from a Competitor during the Exclusivity Period, and shall decline any such opportunity in a manner consistent with this Section.

The Influencer acknowledges that the exclusivity undertakings set forth in this Section are reasonable in scope, duration and geographical extent, are necessary for the protection of the legitimate commercial interests of the Brand, and are a material inducement to the Brand's willingness to enter into this Agreement and pay the compensation provided for herein.

In the event of any breach or threatened breach of this Section, the Brand shall be entitled, in addition to all other remedies available at law or in equity, to seek injunctive and equitable relief without the necessity of posting bond or proving actual damages.

In consideration of the full and timely performance of the Services and the grant of rights hereunder, the Brand shall pay to the Influencer compensation calculated solely on a performance basis, as follows: (i) [Amount] [Currency] per one thousand (1,000) verified views of each Deliverable, as measured by the Platform's native analytics tools; and (ii) [Amount] [Currency] per verified sale of a Product that is directly attributable to the Influencer's Sponsored Content through the use of a unique tracking link, affiliate code or promotional code assigned to the Influencer by the Brand (together, the "Compensation").

For the purposes of calculating sales-based Compensation, a sale shall be deemed "verified" only when the relevant transaction has been fully completed, payment has been received by the Brand in cleared funds, and the applicable return, refund, cancellation and chargeback period of [Number] days has lapsed without the transaction being reversed in whole or in part.

The Compensation shall constitute the sole, exclusive and complete consideration payable to the Influencer in respect of the Services, the Deliverables and all rights granted hereunder, and the Influencer shall not be entitled to any fixed fee, retainer, minimum guarantee, bonus, commission, reimbursement of expenses or other form of remuneration.

Within [Number] days following the end of each calendar month, the Brand shall provide the Influencer with a statement setting forth the verified views and verified sales attributed to the Influencer during such month and the resulting Compensation payable. The Influencer shall issue a corresponding invoice conforming to the requirements of applicable law.

Payment of undisputed amounts shall be made by the Brand within [Number] days following receipt of a correctly rendered invoice, by bank transfer to the account designated by the Influencer in writing. All sums shall be paid in [Currency].

The Compensation is stated exclusive of any applicable value added tax, sales tax or similar transactional tax, which, if lawfully chargeable, shall be payable by the Brand against a valid tax invoice. The Influencer shall be solely responsible for all income taxes, social security contributions and other levies assessed against it by reason of the Compensation.

The Brand shall be entitled to withhold or deduct from any Compensation any amounts required to be withheld by applicable law, and any amounts due from the Influencer to the Brand under this Agreement, including without limitation damages, refunds or indemnification amounts.

In the event of a bona fide dispute concerning any portion of a Compensation calculation, the Brand shall pay the undisputed portion in accordance with the foregoing and the Parties shall endeavor to resolve the disputed portion in good faith within [Number] days.

The Brand's determination of verified views and verified sales based on its tracking systems and the Platform's analytics shall, absent manifest error, be final and binding on the Parties.

The Influencer shall utilize the Platform's native analytics and insights tools, together with any tracking links, pixels, codes or reporting mechanisms designated by the Brand, to collect and record performance data in respect of each Deliverable.

Within [Number] business days following publication of each Deliverable, and thereafter at intervals of [Number] days until the expiration of [Number] days following publication, the Influencer shall furnish the Brand with a written performance report in a form acceptable to the Brand, setting forth, at a minimum, the number of views, impressions, reach, likes, comments, shares, saves, link clicks, promotional code redemptions, follower growth and such other metrics as the Brand may reasonably require.

The Influencer shall provide the Brand with screenshots, exports or direct access to the Platform's analytics dashboards sufficient to enable the Brand to independently verify the reported metrics.

The Influencer shall retain all performance data, analytics records and supporting documentation relating to the Services for a period of not less than [Number] years following the publication of each Deliverable, and shall make such records available to the Brand upon request.

The Brand shall have the right, exercisable upon reasonable prior notice and not more than once in any [Number]-month period, to audit the Influencer's records relating to the Services, performance metrics and compensation calculations. If any such audit reveals a discrepancy in the Influencer's favor exceeding [Percentage]%, the costs of the audit shall be borne by the Influencer.

The Influencer shall promptly notify the Brand of any anomaly, irregularity or suspected inaccuracy in reported performance data of which it becomes aware, including without limitation suspected bot activity, fraudulent engagement or Platform reporting errors.

The Parties acknowledge that performance metrics may be subject to adjustment by the Platform from time to time, and the Brand's reasonable, good-faith interpretation of such metrics for the purposes of Compensation calculation shall prevail.

The Influencer represents, warrants and covenants to the Brand that: (i) it is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; (ii) it has full corporate power, authority and legal right to enter into and perform this Agreement; (iii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action; and (iv) this Agreement constitutes a legal, valid and binding obligation of the Influencer, enforceable against it in accordance with its terms.

The Influencer represents and warrants that its entry into and performance of this Agreement do not and will not conflict with, violate or constitute a breach of any other agreement, obligation, judgment, order or law to which it or any of its personnel is subject, and that it is not party to any arrangement with any Competitor that would prevent or restrict its full performance hereunder.

The Influencer represents and warrants that all Content and Deliverables produced hereunder shall be original to the Influencer (or duly licensed to it with sufficient scope to permit the uses contemplated hereby), shall not infringe or misappropriate any intellectual property right, right of privacy, right of publicity, moral right or any other right of any third party, and shall not contain any defamatory, obscene, unlawful or otherwise objectionable material.

The Influencer represents and warrants that it holds, and shall maintain throughout the Term, all licenses, permits, registrations and authorizations required for the lawful performance of the Services.

The Influencer represents and warrants that the Influencer Account statistics, including follower counts, demographics and historical engagement rates provided to the Brand prior to or during the Term, are and shall remain accurate, authentic and not inflated by any artificial means.

The Influencer represents and warrants that neither it nor any of its principals, directors, officers, employees or featured talent has been convicted of any crime involving moral turpitude, nor has engaged in any conduct, past or ongoing, that would reasonably be expected to bring the Brand into public disrepute or scandal.

The Influencer represents and warrants that it will comply with all applicable laws, regulations, codes of practice and Platform rules in the performance of this Agreement, including without limitation those relating to advertising, consumer protection, data protection, taxation and anti-bribery.

The Brand represents and warrants to the Influencer that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and that this Agreement, when executed, shall constitute its legal, valid and binding obligation.

Except as expressly set forth herein, each Party disclaims all other representations, warranties and conditions, whether express, implied, statutory or otherwise, to the fullest extent permitted by applicable law.

The Influencer shall indemnify, defend and hold harmless the Brand and its affiliates, and each of their respective directors, officers, employees, agents, licensees, successors and assigns (collectively, the "Brand Indemnitees") from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, settlements, judgments, fines, penalties, costs and expenses (including reasonable attorneys' fees and disbursements) (collectively, "Losses") arising out of, resulting from or in connection with:

(i) any breach or alleged breach by the Influencer of any representation, warranty, covenant or obligation under this Agreement; (ii) any infringement, misappropriation or violation of any intellectual property right, right of privacy, right of publicity or other right of any third party by any Content, Deliverable or other material created or furnished by the Influencer; (iii) any violation by the Influencer of any applicable law, regulation, code of practice or Platform rule, including without limitation those relating to disclosure of sponsored content; (iv) any act, omission, negligence or willful misconduct of the Influencer or any of its personnel; and (v) any statement made by the Influencer that is false, misleading or defamatory, or any act of the Influencer that brings the Brand into public disrepute.

The Brand Indemnitees shall promptly notify the Influencer of any claim in respect of which indemnification may be sought, provided that any delay or failure to do so shall not relieve the Influencer of its obligations hereunder except to the extent that the Influencer is materially prejudiced thereby.

The Brand shall have the right, at its option and at the Influencer's expense, to assume and control the defense and settlement of any indemnified claim, with counsel of its own selection; alternatively, the Brand may permit the Influencer to assume such defense, in which case the Influencer shall not settle or compromise any claim without the Brand's prior written consent (such consent not to be unreasonably withheld), and the Brand shall have the right to participate in such defense with counsel of its own choice at its own expense.

The Influencer's indemnification obligations under this Section shall survive the expiration or termination of this Agreement.

The remedies set forth in this Section are in addition to, and not in lieu of, any other remedies available to the Brand at law, in equity or under this Agreement.

The Influencer shall maintain, at its own cost, comprehensive general liability and media liability insurance in such amounts and with such coverages as are customary in the industry, and shall furnish evidence of such insurance to the Brand upon request.

Each Party (as the "Receiving Party") shall hold in strict confidence all non-public information disclosed to it by the other Party (as the "Disclosing Party") in connection with this Agreement, whether disclosed orally, in writing, electronically or by any other means, and whether or not expressly marked as confidential, including without limitation the Campaign Brief, Product information, marketing plans, pricing, performance data, business strategies and the terms of this Agreement (collectively, "Confidential Information").

The Receiving Party shall: (i) use the Confidential Information solely for the purpose of performing its obligations and exercising its rights under this Agreement; (ii) not disclose the Confidential Information to any third party without the Disclosing Party's prior written consent; and (iii) protect the Confidential Information with at least the same degree of care that it uses to protect its own confidential information of like importance, but in no event less than reasonable care.

The Receiving Party may disclose Confidential Information to its directors, officers, employees, professional advisors and contractors who have a legitimate need to know such information for the purpose of this Agreement, provided that such persons are bound by obligations of confidentiality no less protective than those set forth herein, and the Receiving Party shall remain liable for any breach by such persons.

The obligations of confidentiality shall not apply to information that: (i) is or becomes publicly available other than through breach of this Agreement; (ii) was lawfully in the Receiving Party's possession prior to disclosure, without obligation of confidentiality; (iii) is independently developed by the Receiving Party without reference to the Confidential Information; or (iv) is lawfully obtained from a third party free of any confidentiality obligation.

If the Receiving Party is compelled by law, regulation or legal process to disclose any Confidential Information, it shall, to the extent legally permissible, give the Disclosing Party prompt prior written notice and reasonable cooperation to enable the Disclosing Party to seek a protective order or other appropriate remedy.

The Influencer shall not issue any press release, public statement or social media post concerning the existence, subject matter, terms or performance of this Agreement, except for the Sponsored Content expressly approved pursuant to Section 5, without the prior written consent of the Brand.

Upon expiration or termination of this Agreement, or upon the Disclosing Party's earlier request, the Receiving Party shall promptly return or, at the Disclosing Party's option, destroy all Confidential Information in its possession or control, and shall certify such return or destruction in writing.

The obligations set forth in this Section shall survive the expiration or termination of this Agreement for a period of [Number] years, and indefinitely with respect to any Confidential Information constituting a trade secret.

To the maximum extent permitted by applicable law, the Brand's aggregate liability to the Influencer arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total amount of Compensation actually paid by the Brand to the Influencer under this Agreement during the [Number] months immediately preceding the event giving rise to the liability.

In no event shall the Brand be liable to the Influencer for any indirect, incidental, special, consequential, exemplary or punitive damages, nor for any loss of profits, loss of revenue, loss of business opportunity, loss of goodwill, loss of followers or loss of data, howsoever arising, even if the Brand has been advised of the possibility of such damages.

Nothing in this Agreement shall operate to exclude or limit either Party's liability for (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; (iii) its indemnification obligations under Section 12; (iv) its obligations of confidentiality under Section 13; (v) breaches of the exclusivity obligations under Section 8; (vi) infringement of the other Party's intellectual property rights; or (vii) any other liability which cannot be lawfully excluded or limited.

The limitations and exclusions set forth in this Section shall apply regardless of the form of action, whether in contract, tort, strict liability or otherwise, and notwithstanding the failure of essential purpose of any limited remedy.

The Influencer acknowledges that the Compensation payable hereunder reflects the allocation of risk set forth in this Agreement and that the Brand would not have entered into this Agreement without the limitations of liability contained herein.

Each Party shall have an obligation to use commercially reasonable efforts to mitigate its Losses in connection with any claim arising under this Agreement.

This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with the provisions hereof, shall continue in force until [Date] or completion of the Services, whichever is the later (the "Initial Term"). The Agreement may be extended for additional terms by mutual written agreement of the Parties.

The Brand may terminate this Agreement at any time, for any reason or no reason, by giving the Influencer not less than [Number] days' prior written notice of termination, without liability to the Influencer save for Compensation earned and payable in respect of Deliverables duly published and approved prior to the effective date of termination.

Either Party may terminate this Agreement with immediate effect by written notice to the other Party if the other Party commits a material breach of this Agreement which, being capable of remedy, is not remedied within [Number] days after receipt of written notice specifying the breach and requiring its remedy.

The Brand may terminate this Agreement with immediate effect by written notice to the Influencer if: (i) the Influencer engages in conduct, whether in the performance of the Services or otherwise, that in the Brand's reasonable opinion brings or is likely to bring the Brand into public disrepute, scandal, contempt or ridicule, or that is reasonably likely to harm the reputation, image or commercial interests of the Brand (the "Morals Clause"); (ii) the Influencer breaches the exclusivity obligations set forth in Section 8; (iii) the Influencer fails to obtain approval under Section 5 or publishes unapproved Sponsored Content; (iv) the Influencer Account is suspended, terminated or materially restricted by the Platform for more than [Number] consecutive days; or (v) the Influencer provides inaccurate performance data or engages in fraudulent conduct.

Either Party may terminate this Agreement with immediate effect by written notice if the other Party becomes insolvent, enters into liquidation (whether voluntary or compulsory), has a receiver, administrator or similar officer appointed over any of its assets, enters into any composition or arrangement with its creditors, or is unable to pay its debts as they fall due.

Termination of this Agreement for whatever reason shall be without prejudice to any rights, remedies, obligations or liabilities of either Party which have accrued prior to the effective date of termination.

The right to terminate this Agreement shall be in addition to, and not in substitution for, any other rights and remedies available to the terminating Party at law, in equity or under this Agreement.

Upon expiration or termination of this Agreement for any reason, the Influencer shall immediately cease the provision of the Services and the creation of any further Deliverables, save as may be expressly directed by the Brand in writing.

The Brand shall pay to the Influencer, subject to the terms of Section 9, Compensation earned in respect of Deliverables duly published and approved prior to the effective date of termination; provided, however, that where termination occurs pursuant to the Morals Clause or by reason of the Influencer's material breach, the Brand shall be entitled to withhold all unpaid Compensation and to recover amounts previously paid in respect of Deliverables that have been removed or that no longer serve their intended promotional purpose.

The license granted to the Brand under Section 6 shall survive termination or expiration of this Agreement in perpetuity, and the Brand shall remain entitled to continue to use, display, distribute and otherwise exploit the Deliverables in accordance with Section 6.

The exclusivity obligations set forth in Section 8 shall survive termination or expiration of this Agreement for the Exclusivity Period specified therein, calculated from the effective date of such termination or expiration.

Upon termination, each Party shall return or destroy the Confidential Information of the other Party in accordance with Section 13, except that the Brand may retain any Content, Deliverables and performance data for its continued permitted use.

The provisions of Sections 1, 3, 6, 8, 10, 11, 12, 13, 14, 16, 17 and 18, together with any other provisions which by their nature are intended to survive, shall survive termination or expiration of this Agreement.

Termination shall not relieve the Influencer of its obligation to indemnify the Brand in respect of any claims arising from acts or omissions occurring prior to termination.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of [Country/Jurisdiction], without regard to its conflict of laws principles.

The Parties shall endeavor to resolve amicably, through good-faith negotiations between their respective senior representatives, any dispute, controversy or claim arising out of or relating to this Agreement, within a period of [Number] days from written notice of the dispute by one Party to the other.

Any dispute which is not resolved through such negotiations shall be referred to and finally resolved by binding arbitration under the rules of [Arbitral Institution], which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be [Number]. The seat of the arbitration shall be [City, Country]. The language of the arbitration shall be English.

The arbitral award shall be final and binding upon the Parties and may be entered and enforced in any court of competent jurisdiction. The Parties waive, to the fullest extent permitted by law, any right to appeal the award on the merits.

Notwithstanding the foregoing, the Brand shall be entitled to seek injunctive, interim or other equitable relief from any court of competent jurisdiction in order to protect its intellectual property rights, Confidential Information, exclusivity rights or other interests requiring urgent protection, without prejudice to its right to pursue arbitration on the merits.

Each Party shall bear its own costs of any dispute resolution proceedings in the first instance, provided that the arbitral tribunal shall have the authority to award costs, including reasonable attorneys' fees, in favor of the prevailing Party.

The Parties irrevocably waive any right to a trial by jury and any right to participate in a class, collective or representative action in connection with any dispute arising under this Agreement.

This Agreement constitutes the entire agreement and understanding between the Parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings and agreements, whether oral or written, between them relating thereto.

No amendment, modification, supplement or waiver of any provision of this Agreement shall be effective unless made in writing and signed by duly authorized representatives of both Parties. No waiver of any breach shall constitute a waiver of any subsequent breach of the same or any other provision.

The Influencer shall not assign, transfer, charge, subcontract or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the Brand. The Brand may freely assign, transfer or novate its rights and obligations under this Agreement to any affiliate or to any successor in interest to all or substantially all of its business or assets, without the Influencer's consent.

If any provision of this Agreement is held by a court or tribunal of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be deemed modified to the minimum extent necessary to render it enforceable, or if not possible, severed from this Agreement, and the remaining provisions shall continue in full force and effect.

Neither Party shall be liable for any failure or delay in performing its obligations hereunder (other than payment obligations) to the extent such failure or delay is caused by a force majeure event beyond its reasonable control, provided that the affected Party gives prompt notice and uses reasonable endeavors to mitigate the effects.

All notices and other communications required or permitted under this Agreement shall be in writing and shall be delivered personally, sent by internationally recognized courier, or sent by email (with confirmation of receipt) to the addresses specified by the Parties, or such other address as a Party may notify to the other from time to time.

Nothing in this Agreement is intended to, or shall operate to, create a partnership, joint venture, agency or employment relationship between the Parties, and no Party shall have the authority to bind the other.

A person who is not a party to this Agreement shall have no rights to enforce any of its terms.

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all counterparts together shall constitute one and the same instrument. Execution by electronic signature or by exchange of scanned signed copies shall be as effective as execution of an original.