BRAND AMBASSADOR AGREEMENT

This Brand Ambassador Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE COMPANY], having registered office at [INSERT ADDRESS OF THE COMPANY] (hereinafter referred to as the “Company” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE AMBASSADOR], having registered office at [INSERT ADDRESS OF THE AMBASSADOR] (hereinafter referred to as the “Brand Ambassador” shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Company” and the “Brand Ambassador” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Company is engaged in the Business of [INSERT BUSINESS DESCRIPTION] and desires to engage the services of Brand Ambassador for the purpose of promoting and endorsing the Company’s products and services.
2. The Brand Ambassador is a well-known personality and a social and is engaged in providing the promotion services and advertising services through various social medium channels.
3. The Brand Ambassador possesses the necessary skills, expertise, qualifications to provide the requested endorsing and promotional services.
4. The Company and Brand Ambassador mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
5. The parties are duly authorized and have the capacity to enter into this agreement.
6. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Brand Ambassador” refers to an individual who has been engaged by the Company to promote and endorse its products and services as mentioned in this agreement.
   2. “Content” shall mean any materials, including but not limited to texts, videos and audio recordings, created and shared by Brand Ambassador in relation to Company’s products and services.
   3. Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   4. “Intellectual Property” refers to any patents, trademarks, service marks ,trade names, copyright, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this agreement thereof.
2. SCOPE OF WORK
   1. The Brand Ambassador agrees to perform the marketing and promotional services of the Company as mentioned in Exhibit-A.
   2. The Brand Ambassador shall complete the services according to the timeline as agreed upon by both the parties.
   3. The Company has no right to assign any other services to the Brand Ambassador other than as specifically mentioned in this agreement.
3. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
4. OBLIGATIONS OF THE BRAND AMBASSADOR
   1. The Brand Ambassador shall use the Company’s products only for marketing and promotional services in a professional and ethical manner, adhering to all applicable laws and regulations.
   2. The Content Developer shall be responsible for creating original and high-quality written, visual, or multimedia content as outlined in the Scope of Work.
   3. The Brand Ambassador shall follow any guidelines, specifications, or branding requirements provided by the Company to maintain consistency and alignment with the Company’s brand.
   4. The Brand Ambassador shall ensure that all content created is original and does not infringe upon any copyright, trademark, or intellectual property rights of third parties and shall ensure that all content produced meets industry standards, is error-free, and aligns with the agreed-upon quality benchmarks.
   5. The Brand Ambassador shall refrain from posting any marketing materials on any media channel unless previously approved by the Company.
   6. The Brand Ambassador shall not engage in any fraudulent activity with Company’s Name or products.
   7. The Brand Ambassador shall maintain the integrity of all marketing materials and not change, adapt, reword or alter in any manner the content thereof without the prior written consent of Company.
   8. The Brand Ambassador shall provide accurate and complete information to the Company as requested for the purpose of tracking and reporting Qualifying Actions. The Brand Ambassador shall promptly communicate any issues, concerns, or discrepancies to the Company.
   9. The Brand Ambassador shall exercise due-care and skill in executing the tasks and adhere to industry best practices. The Brand Ambassador shall keep a record of all the services performed and provide such documentation to the Company upon request.
   10. The Brand Ambassador shall not disclose any confidential information of the Company to any third-party without the prior permission of the Company.
5. COMPANY’S OBLIGATION
   1. The Company shall provide the Brand Ambassador with necessary information, samples, and materials related to its products and services to assist in the creation of promotional content. 
   2. The Company agrees to calculate Payment earned by the Brand Ambassador based on the terms specified in this Agreement and shall be paid to the Brand Ambassador in a timely manner.
   3. The Company shall offer reasonable support to the Brand Ambassador by addressing inquiries related to the Marketing Materials, and payments. The Company will maintain open communication channels to address any concerns or questions that may arise during the term of this Agreement.
   4. The Company shall review and approve promotional content created by the Brand Ambassador for accuracy, compliance with guidelines, and alignment with the Company’s image before it is published.
   5. The Company agrees to conduct its business operations and marketing activities in compliance with all applicable laws, regulations, and industry standards. The Company shall provide the Brand Ambassador with accurate and truthful information regarding its products or services.
   6. The Company reserves the right to modify the terms and conditions of this Agreement, including, payment schedules, and Marketing Materials. The Company shall provide the Brand Ambassador with reasonable notice of any such modifications.
   7. The Company shall take reasonable measures to protect the Brand Ambassador's reputation and privacy, ensuring their name and likeness are used only in accordance with the terms of this Agreement.
6. PAYMENT
   1. In consideration for the Service, the Company shall pay the Brand Ambassador a maximum total sum of [INSERT THE FEES FOR SERVICES]. Fees billed shall be due and payable upon the Brand Ambassador providing the Company with an Invoice.
   2. The Company agrees to pay the amount mentioned in the invoice within 5 business days. The payment shall be made via [INSERT MODE OF PAYMENT].
   3. The Company shall reimburse the Ambassador for any pre-approved and reasonable expense incurred with their promotional activities under this agreement. Such expenses must be supported by valid receipts and documentation.
   4. The Company reserves the right to withhold or delay payments to the Brand Ambassador in cases where suspected fraudulent activity, violations of the Agreement, or other breach of terms are detected. The Company's decision in such matters shall be final and binding.
   5. Upon termination of this Agreement, any earned but unpaid amount shall be paid to the Brand Ambassador within [INSERT NUMBER OF DAYS FOR UNPAID AMOUNT AFTER TERMINATION] after the effective date of termination.
7. REPRESENTATION AND WARRANTIES
   1. The Company represents and warrants that it is duly organized and validly existing under the laws of its jurisdiction and has the legal authority to operate its business and offer its products or services.
   2. The Company represents and warrants that it will provide accurate and complete information to the Brand Ambassador regarding the Promotional activity, Payment rates, Marketing Materials, and any modifications to the terms of this agreement.
   3. The Brand Ambassador represents and warrants that it possesses the legal capacity and authority to enter into this Agreement and to fulfill its obligations hereunder.
   4. The Brand Ambassador represents and warrants that its participation for endorsing and the promotion of the Company's products or services will not violate any applicable laws, regulations, or contractual obligations.
   5. The Brand Ambassador represents and warrants that the promotion of the Company's products or services will not infringe upon the intellectual property rights or proprietary rights of any third party.
   6. Both Company and Brand Ambassador represent and warrant that each Party has full power, authority and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement. No other consents are necessary to enter into or perform this Agreement.
   7. Both parties mutually represent and warrant that they will not engage in any actions or activities that would cause the other party's reputation or business to be negatively affected.
8. CONFIDENTIALITY
   1. Definition of Confidential Information. As used herein, "Confidential Information" shall mean and include all information disclosed by either Party under this Agreement, whether marked confidential or not, including without limitation the terms and conditions of this Agreement, the services and products, business and marketing plans, technology and technical information, financial information, product designs, and business processes, specifications, network diagram,  (whether in tangible or intangible form, in written or in machine readable form, or disclosed orally or visually). 
   2. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   3. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   4. Parties agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   5. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
   6. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
9. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
   1. The Brand Ambassador covenants that it will not claim any right, title or interest whether at law or in equity or in any Intellectual Property of the Company’s business and that the Company shall be the sole, exclusive and absolute owner of all.
   2. The Brand Ambassador agrees that upon completion and full payment, all rights, title, and interest in the content created under this agreement shall be transferred to the Company. The Company shall have the exclusive right to use, modify, distribute, and sublicense the content as it sees fit.
10. TERMINATION
    1. Either party may terminate this Agreement for material breach on [INSERT THE NUMBER OF DAYS FOR NOTICE] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
       1. this Agreement provides a specific date or period for performance of the obligation breached; or
       2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
    2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
    3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
11. INDEMNIFICATION
    1. Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, officers, directors, employees, agents, successors, and assigns (“Indemnified Party”) from and against any and all claims, demands, actions, suits, or proceedings initiated by third parties, as well as any resulting liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, to the extent such claims arise from;
       1. any breach by the Indemnifying Party of its covenants, agreements, or obligations under this Agreement;
       2. any inaccuracy or material misrepresentation in the representations or warranties made by the Indemnifying Party; or
       3. any claim that the use, licensing, or commercialization of intellectual property or proprietary rights by the Indemnifying Party infringes, misappropriates, or otherwise violates the rights of any third party. The Indemnified Party shall provide prompt written notice of any claim for which indemnification is sought, and the Indemnifying Party shall have the right to assume and control the defence with counsel of its choosing, subject to the Indemnified Party’s reasonable approval.
    2. The Indemnified Party shall cooperate in good faith, and while it may participate in the defence at its own expense, the Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if such settlement imposes liability, does not provide a full release, or includes an admission of wrongdoing. Indemnification shall not apply to the extent that the claim arises from the Indemnified Party’s own wilful misconduct, negligence, or material breach of this Agreement.
12. LIMITATION OF LIABILITY
    1. In no event shall either party be liable to the other party for any indirect, incidental, consequential, special or exemplary damages, including without limitation, business interruption, loss of or unauthorized access to information, damages for loss of profits, incurred by the other party arising out of the services provided under this agreement, even if such party has been advised of the possibility of such damages, In no event will neither party’s liability on any claim, loss nor liability arising out of or connected with this agreement shall exceed the amounts paid to the Brand Ambassador by Company.
13. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise 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 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 paragraph, 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.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator .The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section.The decision of the Arbitrator shall be final and binding upon the parties.
14. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Brand Ambassador and Company. 
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
15. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
16. NON- DISPARAGEMENT
    1. The Parties agree that neither they nor any of their representatives, agents, employees, or affiliates shall, directly or indirectly, make or publish any statements, comments, or communications, whether orally, in writing, or electronically, including through any channel such as social media platforms, websites, forums, or other public or private means, that disparage, defame, or negatively portray the other Party, its business, products, services, employees, or reputation.
    2. This clause does not prohibit a Party from making truthful statements when required by law, regulation, or valid court order, provided the Party uses reasonable efforts to provide prior notice to the other Party, to the extent permitted by law.
17. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
       1. If to the Company: [INSERT EMAIL ID OR/AND ADDRESS OF THE COMPANY]
       2. If to the Brand Ambassador: [INSERT EMAIL ID OR/AND ADDRESS OF BRAND AMBASSADOR]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
18. INDEPENDENT CONTRACTORS
    1. It is understood and agreed that this Agreement does not create a fiduciary relationship between Brand Ambassador and the Company shall be of independent contractors, and that nothing in this Agreement is intended to make either party a general or special agent, legal representative, partner or employee of the other for any purpose or to grant either Brand Ambassador or Company the right to direct or supervise the daily affairs of the other. Company acknowledges and agrees that during the term of this agreement the Brand Ambassador may hire assistants or sub-contractors to perform the accounting services. The Company shall not withhold any taxes or any amount or payment due to the Brand Ambassador and which it owes to the Brand Ambassador in regard to the services rendered by it to the Company.
19. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the [INSERT LANGUAGE OF ALL COMMUNICATION].
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
20. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
21. DECLARATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Brand Ambassador

Name: [INSERT NAME OF BRAND AMBASSADOR/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF BRAND AMBASSADOR]

Signed, sealed and delivered on behalf of Company

Name: [INSERT NAME OF COMPANY/SIGNING AUTHORITY AND DESIGNATION]

Signature: 

Date: [INSERT SIGNING DATE OF COMPANY]

EXHIBIT-A

(DESCRIPTION OF SERVICES)

[INSERT DESCRIPTION OF SERVICES]