Agreement Template Disclaimer

This template is intended to provide a general outline that you can use to create your own
agreements. It does not constitute legal advice, nor does it substitute for legal advice. The
specific terms and conditions for your agreement may vary depending upon the unique
circumstances of your business situation.
Always consult with a legal professional before entering into any agreement or contractual
obligation. It is important to ensure that any agreement, contract, or legal document you enter
into is compliant with the laws in your state and country.
This template is provided “as is” without any express or implied warranty, including but not
limited to the warranties of merchantability or fitness for any particular purpose. In no event
shall Impartner be liable for any damages (including, without limitation, damages for loss of
business profits, business interruption, loss of business information, or other pecuniary loss)
arising out of the use or inability to use this template, even if advised of the possibility of such
damages.
Please have your legal team review this agreement before sharing it with a potential partner. It
is your responsibility to ensure that the agreement is legally binding and protects your interests.

This template does not constitute legal advice, nor does it substitute for legal advice. Always consult with a legal professional before entering
into any agreement or contractual obligation.
 INFLUENCER AGREEMENT
THIS AGREEMENT ("Agreement") is made as of this _____ day of _____, 20, by and between
________________________ ("Company"), and ________________________ ("Influencer"),
each of which may be referred to as a Party and together as the Parties.
SECTION 1: DEFINITIONS
1.1 "Influencer" refers to an individual or entity with influence in a certain niche or market and
who uses this influence to promote products, services, or brands to their audience on their
platform(s).
1.2 "Promotional Content" means any post, video, story, or any other digital or physical content
created by the Influencer to promote the Company's products or services.
1.3 "Influencer Fee" refers to the monetary compensation, whether fixed, based on
performance, or otherwise, that the Company pays to the Influencer for the promotion of its
products or services, as set forth in Exhibit A.
1.4 "Performance Metrics" denotes any measurable data (likes, shares, comments, conversions,
etc.) used to evaluate the performance of Promotional Content.
1.5 "Referral Link" refers to the unique tracking link that may be provided by the Company to
the Influencer for the purposes of tracking referrals and calculating Influencer Commissions.
SECTION 2: DUTIES AND OBLIGATIONS
2.1 Influencer Duties: The Influencer agrees to perform the following duties:
 The Influencer agrees to create and publish Promotional Content that aligns with the
guidelines set by the Company, ensuring compliance with all applicable laws and
regulations;
 The Influencer shall not make misleading statements or claims about the Company's
products or services;
 The Influencer must disclose their relationship with the Company in all Promotional
Content, adhering to advertising standards and regulations; and
 Influencer is solely responsible for any costs incurred in relation to creating and
publishing the Promotional Content unless otherwise agreed upon.
2.2 Company Duties: The Company agrees to perform the following duties:
 The Company will provide the Influencer with relevant product information, branding
guidelines, and, if necessary, the products themselves for the purpose of creating the
Promotional Content;
 The Company will offer any needed training and support to the Influencer to facilitate
effective promotion;
 The Company will track the performance of the Promotional Content using Referral Link
and other Performance Metrics and share the performance results with the Influencer;
and

This template does not constitute legal advice, nor does it substitute for legal advice. Always consult with a legal professional before entering
into any agreement or contractual obligation.
  The Company will compensate the Influencer in accordance with the terms set forth in
Exhibit A.
SECTION 3: INFLUENCER FEES
3.1 Fee Structure: The Company will compensate the Influencer based on the structure detailed
in Exhibit A, which may be a fixed fee, performance-based fee, or a combination thereof.
3.2 Payment Frequency and Timeline: The Company will issue payments within ____ days after
the Promotional Content has been published and/or as agreed in Exhibit A.
3.3 Deductions and Adjustments: The Company reserves the right to adjust Influencer Fees in
situations like non-compliance with content guidelines, misrepresentation of the brand, or in
the event of any breach of this Agreement by the Influencer.
3.4 Reporting: The Company will provide the Influencer with a performance report detailing
Performance Metrics and any adjustments made to the Influencer Fee.
3.5 Taxes: The Influencer is responsible for any taxes related to the receipt of the Influencer
Fee.
3.6 Dispute Resolution: In case of any disputes over the calculation or payment of Influencer
Fees, both Parties will cooperate in good faith to resolve the issue. If an internal resolution
cannot be achieved, the matter will be addressed through a mutually agreed-upon third-party
mediator.
3.7 Terms and Conditions Alterations: The Company can modify the terms and conditions of the
Influencer Fee as mentioned in Exhibit A, exercising its discretion but ensuring reasonable
notice to the Influencer.
SECTION 4: CONFIDENTIALITY
4.1 Definition: "Confidential Information" means any information that a Party ("Disclosing
Party") discloses to the other Party ("Receiving Party") that is either designated as confidential
at the time of disclosure or should be reasonably understood to be confidential given the
nature of the information and circumstances of disclosure. Confidential Information may
include, but is not limited to, business plans, customer lists, financial information, marketing
strategies, non-public information relating to products or services, and other proprietary
information.
4.2 Non-Disclosure: The Receiving Party agrees to keep all Confidential Information strictly
confidential. The Receiving Party will not disclose or make available any Confidential
Information to any third party without the prior written consent of the Disclosing Party. The
Receiving Party will use the Confidential Information solely for the purpose of performing its
obligations under this Agreement.
4.3 Exceptions: The obligations under this section will not apply to any Confidential Information
that: was already lawfully known to the Receiving Party at the time of disclosure; is disclosed to
the Receiving Party by a third party who had the right to disclose it; is publicly available through
no fault of the Receiving Party; or is independently developed by the Receiving Party without
use of or reference to the Disclosing Party's Confidential Information.

This template does not constitute legal advice, nor does it substitute for legal advice. Always consult with a legal professional before entering
into any agreement or contractual obligation.
4.4 Required Disclosure: If the Receiving Party is required by law, court order, or any
government or regulatory authority to disclose any of the Confidential Information, it will give
the Disclosing Party prompt written notice of such requirement before the disclosure and, if
possible, enough time to contest the disclosure.
4.5 Return of Confidential Information: Upon termination of this Agreement, or upon the
Disclosing Party's request, the Receiving Party will return all Confidential Information and all
copies, notes, or extracts thereof to the Disclosing Party unless required by law to retain it.
4.6 Continuing Obligations: The Receiving Party's obligation to protect the confidentiality of the
Confidential Information will survive termination of this Agreement and continue until such
time as the Confidential Information becomes public knowledge other than through the
Receiving Party's breach of this Agreement.
SECTION 5: INTELLECTUAL PROPERTY
5.1 Ownership: Influencer acknowledges that the Company and its licensors own all rights, title,
and interest in the service(s), product(s), and all intellectual property rights therein. Nothing in
this Agreement gives Influencer any right, title, or interest in the service(s), product(s) or any
associated trademarks, except the right to sell or service the service(s) or product(s) in
accordance with this Agreement.
SECTION 6: TERM AND TERMINATION
6.1 Term: This Agreement shall commence on the date first set forth above and will continue
indefinitely unless and until terminated by either Party.
6.2 Termination without Cause: Either Party may terminate this Agreement without cause upon
providing thirty (30) days' prior written notice to the other Party. Upon termination without
cause, the terminating party is under no obligation to provide reasoning for the termination.
6.3 Termination for Cause: Either Party may terminate this Agreement immediately upon
written notice if the other Party:
 Breaches any material term or condition of this Agreement and fails to cure such breach
within thirty (30) days after receipt of written notice of the same, unless such breach is
such that it cannot be cured within thirty (30) days, in which case the breaching Party
shall commence such cure promptly after receipt of such notice and continuously
pursue such cure to completion;
 Becomes the subject of a voluntary or involuntary bankruptcy, insolvency,
reorganization, liquidation, dissolution, receivership, or similar proceeding, or otherwise
ceases to do business; or
 Fails to comply with any applicable laws or regulations, which may harm the reputation
or business of the other Party.
6.4 Effect of Termination: Upon termination or expiration of this Agreement for any reason:
 The rights granted to the Influencer under this Agreement will immediately cease;

This template does not constitute legal advice, nor does it substitute for legal advice. Always consult with a legal professional before entering
into any agreement or contractual obligation.
  The Influencer must promptly discontinue all promotion of the Company's products or
services; and
 Any fees owed to either Party at the time of termination or expiration will be paid
according to the terms of this Agreement.
6.5 Survival: The rights and obligations of the Parties set forth in this Section 6 and any right,
obligation, or required performance of the Parties in this Agreement which, by its express terms
or nature and context is intended to survive termination or expiration of this Agreement, will
survive any such termination or expiration.
SECTION 7: GENERAL PROVISIONS
7.1 Governing Law: This Agreement shall be governed by and interpreted in accordance with
the laws of the state of ____________________.
7.2 Entire Agreement: This Agreement, including any exhibits and appendices, contains the
entire agreement between the Parties and supersedes all prior and contemporaneous
agreements, understandings, negotiations ,and discussions, whether oral or written, of the
Parties with respect to the subject matter hereof.
7.3 Amendments: This Agreement may only be amended, modified, or supplemented by an
agreement in writing signed by each Party.
7.4 Waiver: No waiver by any Party of any of the provisions hereof shall be effective unless
explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall
operate or be construed as a waiver in respect of any failure, breach, or default not expressly
identified by such written waiver.
7.5 Indemnification: Each Party agrees to indemnify and hold the other harmless from any
claims, losses, damages, liabilities, or expenses incurred as a result of the negligent or
intentional acts or omissions of the indemnifying Party.
7.6 Severability: If any term or provision of this Agreement is invalid, illegal, or unenforceable in
any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or
provision of this Agreement or invalidate or render unenforceable such term or provision in any
other jurisdiction.
7.7 Notices: All notices or other communications required or permitted under this Agreement
must be in writing. Such notices may be delivered personally, sent by a recognized overnight
delivery service, telecopy, or electronic mail, provided that receipt of the communication is
confirmed. Notices should be addressed to the relevant Party at the address outlined in this
Agreement, or to any other address that the recipient Party has provided in writing to the
sender. A notice will be considered effectively given at the time of personal delivery, or at the
time of confirmed receipt in the case of delivery by overnight service, telecopy, or electronic
mail.
Company Address:
__________________________________________

This template does not constitute legal advice, nor does it substitute for legal advice. Always consult with a legal professional before entering
into any agreement or contractual obligation.
 __________________________________________
__________________________________________

Influencer Address:
__________________________________________
__________________________________________
__________________________________________
7.8 Independent Contractor Relationship: It is understood that the Influencer is an independent
contractor and not an agent, partner, or employee of the Company. The Influencer shall not
have any authority to enter into any agreements or obligations on behalf of the Company.
7.9 Non-Exclusivity: The relationship between the Company and the Influencer is non-exclusive.
Both Parties are free to enter into similar agreements with other parties unless otherwise
specified in this Agreement.
7.10 No Assignment: The Influencer may not assign or transfer this Agreement, or delegate its
obligations under this Agreement, without the Company's prior written consent.
7.11 Dispute Resolution: In the event of any dispute arising out of or related to this Agreement,
the Parties agree to negotiate in good faith to resolve the dispute. If the Parties are unable to
resolve the dispute, they agree to submit the dispute to mediation before resorting to
litigation.
7.12 Counterparts: This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall be deemed to be one and the same
agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of
electronic transmission shall be deemed to have the same legal effect as delivery of an original
signed copy of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement:

____________________________________ ____________________________________
Company Name Influencer Name

____________________________________ ____________________________________
Printed Name and Title Printed Name and Title

____________________________________ ____________________________________
Date Date

This template does not constitute legal advice, nor does it substitute for legal advice. Always consult with a legal professional before entering
into any agreement or contractual obligation.
____________________________________ ____________________________________
Signature Signature

This template does not constitute legal advice, nor does it substitute for legal advice. Always consult with a legal professional before entering
into any agreement or contractual obligation.
 Exhibits Disclaimer
The following exhibits offer various options and template language for different partnership
arrangements. This is a general template that should be customized to fit your needs, and
reviewed by a legal professional to ensure it meets the requirements and protections necessary
for your specific business situation.
Additional appendices to add to this agreement, or reference from your partner portal or
another online source, may include pricing lists, service and product descriptions, software
specifications, software licensing terms, branding guidelines, territory information, and/or sales
targets.

This template does not constitute legal advice, nor does it substitute for legal advice. Always consult with a legal professional before entering
into any agreement or contractual obligation.
 EXHIBIT A: INFLUENCER FEES
This Exhibit A forms part of the Agreement and is subject to the terms and conditions of the
Agreement. In the event of any conflict between the terms of this Exhibit A and the terms of
the Agreement, the terms of the Agreement will prevail.
Commission Rate: The Influencer will receive a commission of ____% of the net sales price
(excluding any applicable taxes, shipping and handling fees, discounts, or returns) for each sale
on Referral Link.
Fee Rate: The Influencer will receive a flat rate of $______ for each piece of Promotional
Content published. Additionally, the Influencer may receive a bonus of $______ for every ____
(e.g., 1,000) views/engagements the content receives within the first ___ days of publication.
Performance Bonus: Should the Promotional Content exceed ______ (e.g., 100,000)
views/engagements within a month, an additional bonus of $______ will be paid.
Product Gifting: In addition to monetary compensation, the Influencer will receive products
valued at $______.
Minimum Earning Threshold: The minimum amount of Influencer Fees that must be earned by
the Influencer before a payment is made by the Company is $______. If the Influencer Fees
earned in a particular month are less than the minimum earning threshold, they will be carried
over to the next month.

This template does not constitute legal advice, nor does it substitute for legal advice. Always consult with a legal professional before entering
into any agreement or contractual obligation.
 EXHIBIT B: PERFORMANCE METRICS
This Exhibit B forms part of the Agreement and is subject to the terms and conditions of the
Agreement. In the event of any conflict between the terms of this Exhibit B and the terms of the
Agreement, the terms of the Agreement will prevail.
Performance Metrics
Engagement Rate: The Influencer is expected to maintain an average engagement rate (likes,
comments, shares) of ____% for each piece of Promotional Content.
Viewership: The Influencer's content should consistently reach a minimum of ____
views/engagements within the first ___ days of publication.
Conversion: If a unique Referral Link is provided, the Influencer should aim to achieve at least
____ conversions/purchases through their audience within ___ days of publication.
Content Guidelines
Disclosure: The Influencer must clearly disclose their partnership with the Company in all
Promotional Content, adhering to advertising standards and regulations.
Authenticity: Content should be genuine, reflecting the Influencer's honest opinions and should
not mislead their audience.
Branding: All Promotional Content should adhere to the Company's branding guidelines, which
include the use of specific logos, hashtags, or mentioning/tagging the Company's official
account.
Content Frequency: The Influencer agrees to post a minimum of ____ Promotional Content
pieces each ____.
Exclusivity: The Influencer agrees not to promote competing products/services within ____
days of any Promotional Content for the Company.

This template does not constitute legal advice, nor does it substitute for legal advice. Always consult with a legal professional before entering
into any agreement or contractual obligation.