An Endorsement Agreement is an agreement between a company and an endorser, most often a celebrity. The endorser agrees to endorse and promote either a product or service of the company for a specified length of time and for monetary compensation pursuant to the terms and conditions of the agreement. As drafted, the agreement contains an exclusive use provision, requiring the endorser to exclusively use that product or service; a non-competition clause for endorsing similar products; and a best efforts provision. This document can be customized to fit the needs of the drafting parties and includes opportunities for optional language.
An Endorsement Agreement is an agreement between a company and an endorser, most often a celebrity. The endorser agrees to endorse and promote either a product or service of the company for a specified length of time and for monetary compensation pursuant to the terms and conditions of the agreement. As drafted, the agreement contains an exclusive use provision, requiring the endorser to exclusively use that product or service; a non-competition clause for endorsing similar products; and a best efforts provision. This document can be customized to fit the needs of the drafting parties and includes opportunities for optional language. ENDORSEMENT AGREEMENT This Endorsement Agreement (this “Agreement”) is entered into and made effective on this _______ day of _____________, ______ by and between by and between _________________ (“Consultant”) having its physical place of business at [insert full business address] and ________________________ (“Company”) having its physical place of business at [insert full business address], collectively referred to herein as the “Parties” and individually as the “Party” or a “Party.” WHEREAS, Company would like to obtain the right to use the name, likeness, and endorsement of Consultant in connection with the advertisement, marketing, and promotion of the Product of Company namely __________________________ (the “Product”). NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Consultant and Company agrees as follows: ARTICLE 1 TERM OF CONTRACT 1.01 The term of this Agreement (the “Term”) shall be for a period of _____ (___) years commencing on the ____ day of ___________, 20___. ARTICLE 2 DEFINITIONS 2.01 As used in this Agreement, the following terms shall be defined as set forth below: A. “Consultant’s Endorsement” means the right granted by Consultant to Company, for the use of Consultant’s name, nickname, autograph, voice, signature, photograph, likeness, and image in connection with Company’s marketing, promotion, advertising, and sale of Company’s Product. B. “Product” means the _______________________________ of Company. C. “Contract Territory” means the entire world where the marketing, promotion, advertising, and sale of Company’s Product shall take place. ARTICLE 3 OBLIGATIONS OF CONSULTANT 3.01 Consultant hereby authorizes and grants to Company the exclusive right, license, and interest in using Consultant’s Endorsement in respect of the marketing, promotion, advertising, and sale of the Product in the Contract Territory. 3.02 Throughout the Term of this Agreement, Consultant hereby agrees that it shall not grant the right to use Consultant’s name, nickname, autograph, voice, signature, photograph, likeness, or image to any other company, manufacturer, or retailer of the same or similar product. 3.03 Consultant hereby agrees that it shall not sponsor or endorse any other product made or sold by any other company, manufacturer, or retailer that is the same or similar to Company’s Product. 3.04 Consultant hereby agrees that it shall not serve as an endorser of any other company, manufacturer, or retailer that a product that is the same or similar to Company’s Product. 3.05 Company and Consultant hereby agree that, should Consultant be involved in any sponsored photography sessions or television commercials, Consultant shall wear any items of clothing or accessories that Company deems appropriate for the marketing, promotion, advertising, and sale of the Product. ARTICLE 4 EXCLUSIVE USE AND NON-COMPETITION 4.01 Throughout the Term of this Agreement, Consultant shall exclusively use the Product for the purposes of marketing, promotion, advertising, and sale of the Product. “Exclusive Use” shall be defined as the exclusive use of this Product within the category of products defined as [insert the category of products for which Consultant is agreeing to exclusive use Company’s Product, for example, facial cleansing soap, type of golf club, hair shampoo, etc]. 4.02 During the Term of this Agreement, Consultant shall not sponsor or endorse a similar product made or sold by any other manufacturer, seller, or competitor of Company, or serve as an advisor to any other manufacturer, seller, or competitor of Company manufacturing, selling, marketing, advertising, or promoting a similar product. ARTICLE 5 ENDORSEMENT OF NON-COMPETITIVE PRODUCTS If Consultant endorses or promotes a non-competitive product and in that endorsement or promotion Consultant wears, plays, uses, holds, or is in any way associated with a product that would constitute the Product as defined under this Agreement, Consultant shall use objectively reasonable best efforts to ensure that the product is Company’s Product and it shall not be altered or changed in appearance in the endorsement in any manner whatsoever without the express written consent of Company. When endorsing a non-competitive product, under no circumstances shall Consultant wear, play, use, hold, or in any way be associated with a product manufactured, sold, marketed, advertised, or promoted by a competitor of Company. © 2011 by Docstoc®, Inc. ARTICLE 6 APPROVAL OF PRODUCT BY CONSULTANT 6.01 Company and Consultant hereby acknowledge and agree that should Consultant determine that the Product supplied to Consultant by Company is not suitable for Consultant’s use, Consultant shall promptly notify Company in writing, of such dissatisfaction within _______ (___) days of receiving same. 6.02 Company hereby agrees that upon receiving written notice of such dissatisfaction by Consultant, Company shall have a period of ______ (___) days or such other amount of time as agreed to by Company and Consultant, to supply Consultant with a product that is acceptable to Consultant for its use or to terminate this Agreement. 6.03 Company and Consultant hereby acknowledge and agree that should this Agreement be terminated pursuant to Article 6.02 above, the monetary compensation due and owing to Consultant shall be prorated from the date of such termination. Any proration of monetary compensation shall be determined pursuant to the repayment provisions contained in Article ____ hereof. ARTICLE 7 APPEARANCES AND POTENTIAL REPAYMENT 7.01 In each and every year, commencing on the date of execution of this Agreement, Consultant hereby agrees to personally appear at promotional events and in advertising promotions and materials, including but not limited to television commercials or magazine advertisements, not less than ______ (___) times for the purposes of marketing, endorsing, and advertising the Product. 7.02 Should Consultant fail to adhere to the provisions contained in Article 7.01 above, Consultant hereby agrees to reimburse Company in accordance with the amounts set out below: (a) Year one (1), the sum of ________________ dollars ($______); (b) Year two (2), the sum of ________________ dollars ($______); (c) Year three (3), the sum of _______________ dollars ($______); (d) Year four (4), the sum of ________________ dollars ($______); and (e) Year five (5), the sum of ________________ dollars ($______). 7.03 Any such reimbursement payments to Company by Consultant shall be paid to Company within ______ (____) days/months following the end of the calendar year in which such payment would be due. 7.04 Company and Consultant hereby agree that should Consultant fail to personally or otherwise appear in any marketing, promotional, or advertising events in respect of the Product due to reasons outside of its control, Company and Consultant shall to attempt to resolve any issues arising between them in good faith. Should Company and Consultant fail to resolve the issues between them due to Consultant’s failure to appear at any marketing, promotion, or © 2011 by Docstoc®, Inc. advertising events, Company, at its sole discretion, can demand repayment from Consultant of any prorated amount(s) Consultant received from Company. ARTICLE 8 ADVICE AND RECOMMENDATIONS Throughout the Term of this Agreement, Consultant hereby agrees to work with and cooperate fully with Company in respect of recommendations and suggestions concerning the Product or the Product’s design. Consultant hereby further agrees to attend any and all scheduled meetings with Company in respect of the Product to offer advice for improvement and design of the Product, provided that reasonable written notice of any such meetings is provided to Consultant by Company. ARTICLE 9 PRODUCT PROMOTION BY CONSULTANT Consultant hereby agrees to use its best efforts at all time or times, to wear, display, discuss, promote, advertise, or emphasize the key features of the Product at each and every opportunity Consultant has or may have, including but not limited to, any promotional events Consultant attends. ARTICLE 10 PAYMENT OF ENDORSEMENT FEES 10.01 Company and Consultant hereby agree that in consideration of the endorsement by Consultant of Company’s Product, Company shall pay to Consultant annual fees (the “Annual Fees”) as follows: (a) Year one (1) the Annual Fee of ____________ dollars ($______); (b) Year two (2) the Annual Fee of ____________ dollars ($______); (c) Year three (3) the Annual Fee of ___________ dollars ($______); (d) Year four (4) the Annual Fee of ____________ dollars ($______); and (e) Year five (5) the Annual Fee of ____________ dollars ($______). 10.02 The Annual Fees will be due and payable to Consultant by Company on or before the _____ day of ___________ in each calendar year. 10.03 Pursuant to Article 10.02 above, Company shall pay to Consultant in a royalty fee (the “Royalty Fee”) in the amount of ______ percent (___%) of the net sales of Product throughout the term of this Agreement. 10.04 Company hereby agrees to pay to Consultant the Royalty Fee within ___ (___) days following the end of each fiscal _________ throughout the term of this Agreement. © 2011 by Docstoc®, Inc. 10.05 Any and all amounts which remain unpaid to Consultant by Company in respect of the Royalty Fee contemplated in Articles 10.03–10.04 above shall bear interest from the date that such Royalty Fee payment was due, in the amount of _____ percent (___%) per month. 10.06 Company and Consultant hereby agree that Company will furnish to Consultant upon request by Consultant, or when such Royalty Fee payment is due, a report prepared by Company as to the number of Products sold by Company. Company and Consultant hereby further agree that Consultant is entitled to review such report and to question the accuracy of same. 10.07 Company hereby acknowledges and agrees to continue to produce, throughout the Term of this Agreement, a quality Product at the same standards as produced as of the date set forth herein and above, until such time that Company may determine it not feasible to do so or is not reasonable to continue to produce, promote, market or advice the Product. ARTICLE 11 CONFIDENTIALITY Each Party hereby agrees that it shall hold in strict confidence all material information regarding the business and affairs of the other Party that is not generally available in the public domain, disclosing same only to the extent necessary to comply with applicable laws and to enforce its rights under this Agreement. Company, however, shall be permitted to make a public announcement of this Agreement. ARTICLE 12 GENERAL PROVISIONS 12.01 Morals Clause Consultant hereby agrees that throughout the Term of this Agreement, Consultant shall conduct itself with due regard to the public conventions and morals. Consultant shall not, either while rendering the Endorsement contemplated by this Agreement, or in its private life, commit an offense involving moral turpitude under federal, state, or local laws or ordinances. Consultant shall not commit any act or offense that will tend to degrade it in society or bring it into public hatred, public disrepute, contempt, scorn, or ridicule, or that will tend to shock, insult, or offend the community, public morals, or decency or to prejudice Company or Company’s Product in any way. 12.02 Best Efforts Consultant hereby agrees to perform all of its obligations contained herein in this Agreement to the best of its abilities and in accordance with reasonable direction by Company. 12.03 Successors and Assigns The Parties agree that this Agreement shall be binding upon each of their successors and assigns and that this Agreement may not be assigned to any third party, without the written consent of both Parties, which shall not be unreasonably withheld. © 2011 by Docstoc®, Inc. 12.04 Entire Agreement This Agreement shall constitute the entire agreement between the Parties and will supersede all prior agreements, representations, warranties, statements, promises, information, arrangements, and understandings, whether oral, written, express, or implied, with respect to the subject matter hereof. The Parties shall not be bound by or charged with any oral or written agreements, representations, warranties, statements, promises, information, arrangements, or understandings not specifically set forth in this Agreement. This Agreement has been carefully drafted and the Parties are convinced that this document completely and clearly expresses their intentions. Further, the Parties place great value on the quick and inexpensive resolution of any dispute that may arise between them concerning this Agreement and/or the subject matter hereof. Therefore, the Parties agree that: (a) all disputes concerning this Agreement or the subject matter hereof shall be resolved as provided herein; (b) this Agreement constitutes the sole agreement among the Parties and supersedes any and all prior or contemporaneous oral or written agreements, promises, or understandings among them pertaining to the matters contemplated in this Agreement; (c) no express or implied representations, warranties, or inducements have been made by any party to any other party except as set forth in this Agreement; (d) this Agreement may not be amended, added to, or altered except by a writing duly executed by each of the Parties hereto; and (e) no parol or extrinsic evidence whatsoever may be introduced or considered in any judicial or arbitration proceeding involving this agreement, for any purpose, including to interpret, explain, clarify, or add to this Agreement, except in any instance in which a provision is found in whole or in part to be invalid, illegal, or unenforceable and subject to severability and the arbitrator or court undertakes to re-write or construe the severed provision as closely as possible to conform to the intent of the Parties. 12.05 Severability Each of the provisions of this Agreement (and each subpart of each such provision) is severable from every other provision hereof (and every other part or subpart thereof). In the event that any provision (or part thereof) contained in this Agreement or the application thereof to any circumstance shall be invalid, illegal, or unenforceable, in whole or in part, and to any extent: (a) the validity, legality or enforceability of such provision (or such part thereof) in any other jurisdiction and of the remaining provisions contained in this Agreement (or the remaining parts of such provision, as the case may be) shall not in any way be affected or impaired thereby; (b) the application of such provision (or such part thereof) to circumstances other than those as to which it is held invalid, illegal, or unenforceable shall not in any way be affected or impaired thereby; (c) if possible, such provision (or such part thereof) shall be construed or re-written as closely as possible to conform to the intent of the Parties, in which instance parol or extrinsic evidence may be considered to do so; (d) if not susceptible to such construction, such provision (or such part thereof) shall be severed from this Agreement and ineffective to the extent of such invalidity, illegality, or unenforceability in such jurisdiction and in such circumstances; and (e) the remaining provisions of this Agreement (or the remaining parts of such provision, as the case may be) shall nevertheless remain in full force and effect. © 2011 by Docstoc®, Inc. 12.06 Waiver A waiver by either Party of any provision of this Agreement in any instance shall not be deemed a future waiver. A Party’s failure to insist on strict compliance with any of the terms of this Agreement on one or more occasions is not a waiver of any rights or obligations under this Agreement. 12.07 Survival Those sections of this Agreement, that should logically survive termination or expiration of this Agreement, shall survive termination or expiration of this Agreement. 12.08 Counterparts This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one and the same agreement, including the judicial proof of any of the terms hereof. A photocopy, fax copy, or electronic image copy, which depicts the inclusion of one or more signatures by pen on paper, shall be deemed an original. 12.09 Notices Any notice required, permitted to be given, or otherwise provided hereunder may be effectively given by letter delivered either by personal delivery, registered mail certified return receipt requested, postage prepaid, or delivered by overnight delivery service, or by facsimile machine upon receipt from the sender of a confirmation of receipt, or by other electronic means so long as the recipient has acknowledged receipt (for purposes of this section an automatically generated receipt confirmation does *not* qualify as acknowledgement of receipt), addressed to the recipient as follows: In the case of Company: Attn: ________________________ _____________________________ _____________________________ Tel: __________________ Fax: __________________ Email: _______________________ In the case of Consultant: Attn: ________________________ _____________________________ _____________________________ Tel: __________________ Fax: __________________ Email: _______________________ © 2011 by Docstoc®, Inc. 12.10 Dispute Resolution The Parties shall endeavor to resolve any differences of opinion arising between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and, unless in the opinion of any party, acting reasonably, the matter in dispute is of such a significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this Article, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate. If there is no resolution, then the Parties agree that any dispute, claim, or action hereunder shall be resolved exclusively in and with a court of law or equity having jurisdiction over the Parties and subject matter. The Parties further agree that service of process may be effectuated upon each by first class mail, postage pre-paid, certified, return receipt, to the above addresses, or such new postal address as the other Party receives written notice of or which may be readily ascertained. The Parties agree not to avoid signing for and receiving such service. 12.11 Governing Law This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of __________ as they apply to agreements entered into and to be performed entirely within the State of ___________, without regard to conflict of law provisions. IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year first written above. Consultant Company Per: Per: _____________________ _______________________ Name: ________________ Name: __________________ Title: _________________ Title: ___________________ I have authority to bind Consultant. I have authority to bind Company. © 2011 by Docstoc®, Inc.
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