Brand Ambassador Business Outsourcing Basic Agreement (for freelancers) + Individual Agreement (event appearances, SNS content production and distribution)

[Brand Ambassador Business Outsourcing Basic Agreement (for freelancers) + Individual Agreement (for event appearances, SNS content production and distribution)]

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MBA Administrative Scrivener Okada Asahi Office Operated by Shopify,
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Includes annotations and comments. Ready to use in WORD file format.
You can freely customize it on your side.
Customization in our office is also available with a separate quote.

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https://keiyaku.info/fee01.html

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*This contract is a template for Party A (company) to continuously entrust Party B (freelance models, talents, cultural figures, etc.) with the work related to branding of products and services handled by Party A.

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Brand Ambassador Business Outsourcing Basic Agreement (for freelancers) + Individual Agreement (event appearances, SNS content production and distribution).zip

*It is compressed in zip format. When you extract it, the folder that appears contains the following three files.

(1) Brand Ambassador Business Outsourcing Basic Agreement (for freelancers).docx
(2) Brand Ambassador Service Contract Individual Agreement (Event Appearance).docx
(3) Brand Ambassador Service Outsourcing Individual Contract (SNS Content Creation and Distribution).docx
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→ Party B will carry out tasks entrusted to it by Party A as a so-called "brand ambassador" for the products handled by Party A.
→Article 20 (SNS Operation) is included as a special provision. This is the provision for the operation of SNS in relation to the "business related to the dissemination of information on SNS" entrusted by Party A to Party B.

★Complies with the "Act on the Fairness of Transactions between Freelancers and Businesses."
→ Reference (our firm website): About mandatory laws | Freelance and Business Transaction Fairness Act
https://keiyaku.info/dk03.html

→Special provisions include Article 22 (Safety and Health), Article 23 (Policy on Harassment), and Article 24 (Consideration for Childcare, Elderly Care, etc.). Please fill in as necessary.

*In addition, if Party B is a model, talent, cultural figure, etc. who belongs to a production company, etc., the contract must state that the production company, etc. is the party to the contract, and it must also specify the model, talent, cultural figure, etc. that the production company, etc. will appoint as a "brand ambassador."

[Contract for business outsourcing, employment contract]
*This contract stipulates that Party B will perform work as an "enterprise" rather than an "employee." (This is a "service contract," not an "employment contract.")

[Basic contract, individual contract]
★This is a set consisting of a "Basic Contract for Business Outsourcing" and an "Individual Contract for Business Outsourcing."
→Remuneration and expenses for normal business operations are set forth in a separate document, and compensation and expenses for other business operations will be set forth in individual contracts as necessary.

→The "Basic Contract for Outsourcing" is a contract that defines the work to be provided on an ongoing basis and sets the basic conditions/remuneration for that work.
On the other hand, by making "individual contracts" available, it is possible to outsource/contract work individually and set individual remuneration in addition to the basic remuneration.

[Reference (our firm's website)]
Influencer marketing transaction design and contract creation
https://keiyaku.info/contents05.html
Contracts for entertainment agencies, talents, models, and musicians
http://keiyaku.info/e_production01.html
Freelance Model Contract
http://keiyaku.info/e_production03.html
Fashion business and apparel industry contract law
http://keiyaku.info/fashion01.html

[Related contract template]
Brand Ambassador Business Outsourcing Basic Agreement + Individual Agreement (for agencies)
https://akiraccyo.thebase.in/items/84869114
Influencer Advertising and Management Business Partnership Basic Agreement + Individual Agreement
https://akiraccyo.thebase.in/items/24366746
Sponsorship/Endorsement Basic Agreement + Individual Agreement for Influencers
https://akiraccyo.thebase.in/items/30950613

★ Clauses included in "(1) Brand Ambassador Business Outsourcing Basic Agreement (for Freelancers)"
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Article 1 (purpose, business content)

Paragraph 1: Products that are subject to branding shall be specified in the attached document.
→Please change "all over the world" to "within Japan" etc. as necessary.

If the "Attachment" is in writing (as opposed to an electronic contract), it is either bound to the contract with a stapler or the like, with the parties (Party A and Party B) signing the document across the seam, or it is bound and sealed with binding tape for signing, with the parties (Party A and Party B) signing the document on the front or back cover, across the binding tape.

In addition, the duties of a brand ambassador shall consist of all or part of the duties set out in (1) to (7) below.

(1) Work related to appearances at various events and commercials.
(2) Work related to appearances in various media (newspapers, magazines, websites, television, videograms, radio, etc.).
(3) Model work and press conference work related to the preceding items.
(4) Providing opinions, advice, and suggestions regarding the planning and operation of the website (main image URL: https://xxx.com/).
(5) Providing opinions, advice, and suggestions regarding the planning, development, manufacturing, sales, etc. of products handled by Party A.
(6) Activities related to information dissemination on social media.
(7) Business activities separately specified in individual contracts.

Clause 2: This stipulates that both parties will contribute to the branding of each other and will not do anything that could damage each other's image.

Clause 3: The schedule and dates must be agreed upon by Party B.

Section 4: In the case of ongoing contracts for outsourcing, it is useful to conclude a "basic agreement" for the convenience of administrative procedures and the protection of claims, and the basic conditions that are applicable to general clauses and other individual contracts will be stipulated in the basic agreement.
→This contract is the "basic contract" for individual contracts.
→ Individual contracts will be created as necessary. Individual contracts will specify specific matters (e.g., date, time, location, specific theme, etc.).

*It also states, "In the event that the individual contract contains provisions that differ from those of this Agreement, the individual contract shall, in principle, take precedence over this Agreement."
→Of course, it is possible to stipulate that "this contract takes precedence," but since it is more flexible to set out provisions in individual contracts that are tailored to the actual circumstances of each business, it is common to give priority to individual contracts, as in this proposal.

Article 2 (Representations and Warranties)

This provision stipulates that Party B represents and warrants to Party A that it has valid and full authority to enter into this Agreement and that it has not entered into any agreements with third parties (other companies or model agencies) that contradict or conflict with this Agreement.

Article 3 (Accommodation and Staff)

These are regulations regarding Party B's accommodation and accompanying staff (manager, bodyguard, etc.).
→You may also want to be more specific about the hotel's price range or rank, and staff arrangements.

Article 4 (Compensation, costs, payment method)

Paragraph 1: The compensation and expenses for the services, as well as the method of payment of such compensation, shall be as set forth in the "Attachment."

Clause 2: The calculation and payment of compensation and expenses will be based on the closing date of each month and payment will be made by the specified due date of the following month. In addition, the payment method will be a bank transfer to the bank account designated by Party B, and Party A will be responsible for any bank transfer fees.

★When the Freelance/Business-to-Business Transactions Improvement Act is applied, the payment date for the compensation (remuneration/service commission) paid by the client (Party A) to the contractor (Party B) will basically be the earliest possible date within 60 days from the date on which the services were provided (or the date on which the benefits were received).
→ Reference (our firm website): About mandatory laws | Freelance and Business Transaction Fairness Act
https://keiyaku.info/dk03.html

Clause 3: Party A shall submit a payment notice to Party B.

→We have also included examples of regulations for when Party B is required to issue monthly invoices.

→Regarding payment methods, we have also provided examples of regulations for cases where payment is made by cash in person each time.

Article 5 (Responsibility for business execution)

Generally, the performance of entrusted business is considered sufficient if it is carried out with the same care as a prudent manager (the so-called duty of care), as in the handling of delegated business.
"Duty of care" refers to the degree of care generally required in a person's occupation or social position.

Article 6 (Liability for damages)

This stipulates liability for damages. (This is a typical example of a stipulation.)

★Another example 1: We have also included an example of a provision that limits the scope of damages that both parties can claim.

★Another example 2: We have also included an example of a provision in which only Party B is obligated to pay a heavier amount of damages.

→ "Profit from performance" refers to the profit that would have been earned if the contract had been performed as per the contract.
→ "Profit from fulfillment" includes both "lost profits" and "expenses that would not have been incurred if the contract had been fulfilled."
→ "Lost profits"
For example, if Party B is unable to perform the work under this contract, this will be Party B's default. In this case, the profits Party A would have earned if Party B had performed the work are called lost profits.
→ "Expenses that would not have occurred if the performance had been carried out"
If Party A is forced to make expenditures because Party B has not fulfilled the contract as per the agreement, then Party A has incurred "expenses that would not have been incurred if the contract had been fulfilled."

[Scope of damages: Civil Code provisions]
If the scope of damages stipulated in the following article (Article 416 of the Civil Code) is excessive, the scope of liability for damages will be limited by contract.
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Civil Code Article 416 (Scope of damages)
1. The purpose of a claim for damages for breach of obligation is to obtain compensation for the damages that would normally arise from such breach.
2. Even if damage has arisen due to special circumstances, the creditor may claim compensation if the parties foresaw or could have foreseen those circumstances.
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Article 7 (Force majeure exemption)

This is a provision regarding exemption from liability in the event of natural disasters, etc.

Article 8 (Confidentiality)

Section 1: Provisions regarding confidentiality.
Section 2: Provides that certain information that must be excluded from confidential information is not included in confidential information.
Section 3: This section provides for the disclosure of confidential information by Party A and Party B to collaborators, subcontractors, business partners, and/or their own officers, employees, and staff.

Article 9 (Handling of Personal Information)

Because Party A and Party B handle personal information of the other party's staff, customers, and business partners, they have carefully stipulated provisions regarding the protection of personal information.

Article 10 (Prohibition of Transfer of Rights and Obligations)

This provision prohibits the assignment of rights and obligations arising from this Agreement.
Under the Civil Code, the creditor is free to transfer his/her claim (Article 466, Paragraph 1 of the Civil Code), but
A claim can be made non-transferable by adding a special clause prohibiting transfer (Article 466, Paragraph 2 of the Civil Code).

Article 11 (Portraits, etc.)

Clause 1: This stipulates that Party A (or a person designated by Party A) may use Party B's portrait, etc. for the purpose of announcement, publicity, and advertising.

Please change "However, Party B's prior consent must be obtained" to "However, Party B's prior consent is not required," etc., as necessary.

Paragraph 2 states, "The provisions of this Article shall remain in effect even after the termination of this Agreement." However, depending on the actual circumstances, please change it to, "The provisions of this Article shall remain in effect for one year after the termination of this Agreement."

Article 12 (Secondary use of video and audio related to the Business)

Clause 1: This stipulates that Party A or a person designated by Party A may film and record the footage, etc. in question.

However, the following statement has been added: "However, prior consent from Party B must be obtained, and the filming and recording schedule must also be agreed upon in advance through consultation with Party B."
→ Please change this as necessary to something like "However, Party B's prior consent must be obtained." or "Party B's prior consent is not required."

Section 2: We confirm that the copyright of the Footage, etc., filmed and recorded by Party A or a party designated by Party A, belongs to Party A. This allows the Footage, etc., to be reused, for example, as a CD or DVD package. However, if there is a separate author (creator), the relevant copyright rights must be processed.

Clause 3: Party B undertakes not to exercise moral rights of performers.

Section 4: This section stipulates that all or part of the footage, etc. may be used for the purpose of announcing, advertising, and promoting the business.

In addition, the following statement has been added: "However, prior consent from Party B must be obtained."
→ Please change this section as necessary, such as to say, "However, prior consent from Party B is not required."

Section 5 stipulates the secondary use of the Footage, etc. This allows Party A or a party designated by Party A to make secondary use of the Footage, etc. without any restrictions on region, scope, etc.

In addition, the following statement has been added: "However, prior consent from Party B must be obtained."
→ Please change this section as necessary, such as to say, "However, prior consent from Party B is not required."

Paragraph 6 states, "The provisions of Paragraphs 2 to 5 of this Article shall remain in effect even after the termination of this Agreement." However, depending on the actual circumstances, please change it to, "The provisions of Paragraphs 2 and 3 of this Article shall remain in effect even after the termination of this Agreement, and the provisions of Paragraphs 4 and 5 of this Article shall remain in effect for one year after the termination of this Agreement."
.

★It also provides examples of provisions for cases where Party B does not transfer the rights related to Party A's performance to Party A.

Article 13 (Non-compete obligation)

This is a provision regarding non-competition obligations. The applicable products are specified in a separate document.

Paragraph 1: Please change "throughout the world" to "within Japan" etc. as necessary.

Section 2: This provision states that similar or competing products must not be used or worn in places where they can be seen by an unspecified or large number of people (publicly).

Article 14 (Validity Period)

This provision pertains to the validity period of this Agreement.
*If you do not want the validity period to be automatically renewed, please delete the following: "However, if neither party expresses an objection at least three months prior to the expiration of the term, this Agreement will be automatically renewed for another full year, and the same shall apply thereafter."
(Even if you delete it, you may still enter into a new contract.)

Article 15 (Termination of Contract)

It also provides for the right to terminate the contract and makes careful provisions regarding claims for damages.
Under the Civil Code, if the other party fails to fulfill its contractual obligations, a right of termination arises (statutory right of termination, Civil Code Articles 541 and 543).
This clause provides that, in addition to the statutory right of termination, grounds for termination may be added by agreement (items 1 to 13), and that termination may be made without notice.

Article 16 (Exclusion of anti-social forces such as organized crime groups)
The "Guidelines for Companies to Prevent Damage Caused by Anti-Social Forces" dated June 19, 2007, which was formulated primarily by the National Police Agency and the Financial Services Agency, recommended that "introduce a clause excluding organized crime groups into contracts and terms of business in order to prevent damage caused when anti-social forces become business partners or shareholders and make unreasonable demands."
It is becoming common to add a clause that allows for immediate termination of a contract if it is discovered that the other party to the contract is an "anti-social force" (a broader concept than "gang").

Article 17 (Other Obligations)

If necessary, "other obligations" of each party will be specified.
→Nude photography is prohibited, etc.

Article 18 (Discussion matters)

Article 19 (Governing Law and Jurisdiction)

"The district court or summary court with jurisdiction over the location of Party A's head office" shall be "Tokyo District Court or Tokyo Summary Court."
"The district court or summary court with jurisdiction over the location of Party A's head office"
"The district court or summary court with jurisdiction over Party B's address"
It is also possible to change it like this:

[Special agreement]

Article 20 (SNS Operation)

These are regulations regarding the use of SNS. Please include these regulations as necessary.

Clause 1: Party B shall operate the SNS separately designated by Party A. (Example of SNS: Instagram)
→Please delete the part "However, the ID and password for this SNS will be managed by Party A" if it is not necessary.

Section 2: This stipulates that Party A will entrust Party B with "the task of making advertisements and other information separately specified by Party A available for transmission by posting them on the SNS in question or by listing them in the account profile section of the SNS in question."

[Enable transmission]
This refers to making data (information) available for automatic public transmission by inputting it into a server (automatic public transmission device) that has been made available to the public in advance and uploading it (Article 2, Paragraph 1, Item 9-5, Article 1 of the Act), or by connecting a server into which data has been input in advance to a telecommunications line that has been made available to the public (Article 2, Paragraph 1, Item 9-5, Article 2 of the Act).

Section 3: Sets out the matters that Party B must observe when operating SNS.
Clause 4: This clause stipulates that the copyright for content posted by Party B on social media at the direction of Party A (limited to content photographed or created by Party B) belongs to Party A.

Section 5: This Agreement shall be effective to the extent that it does not contradict or conflict with the terms of use of the SNS established by the operating company of the SNS.

Article 21 (Use of SNS etc.)

These are regulations regarding the use of SNS etc.
→It becomes a problem if Party B posts Party A's business secrets or information about customers or business partners on social media etc. without Party A's prior consent.
→ It may also be possible to establish separate "regulations (guidelines) regarding the use of SNS, etc."

Article 22 (Safety and Health)

★This regulation corresponds to the "Act on Improvement of Transactions between Freelancers and Businesses." Please fill in as necessary.

Paragraph 1: Given that Party B will be working individually, this requires the Client to take into consideration Party B's safety, including his life and physical health, in accordance with Article 5 of the Labor Contract Act. Article 5 of the Labor Contract Act states that "safety of life, physical health, etc." includes mental and physical health, and so this example provision also requires consideration for Party B's mental and physical health in accordance with this.

Furthermore, the Freelance Act requires Party A to establish a system to respond to consultations from freelancers regarding various types of harassment (power harassment, sexual harassment, maternity harassment) committed against Party B, who is a freelancer, and to take the necessary measures to prevent and improve harassment (Article 14 of the Act). Therefore, after the Act comes into effect, it is possible to change Paragraph 1 to read, "Party A shall take the necessary measures to prevent accidents and harassment."

Clause 2: This provision is based on the idea that, in order to establish a system of responsibility for on-site safety and health, it is desirable to identify the person in charge of managing staff safety and health and notify them in writing, etc. In this example provision, the safety and health manager is to be notified in writing, etc., but if the safety and health manager is identified at the contract stage, it is also possible to clearly state the name, etc.

Article 23 (Harassment Policy)

★This regulation corresponds to the "Act on Improvement of Transactions between Freelancers and Businesses." Please fill in as necessary.

*The following ordering businesses are obligated to "establish a system to prevent harassment" for freelancers.
●Businesses that outsource work to freelancers ●Employ employees ●Outsourcing work for a certain period or longer

Reference (our firm website): About mandatory laws | Freelance and Business Transaction Fairness Act
https://keiyaku.info/dk03.html

Specific anti-harassment measures include the following:
■ Formulating a policy regarding harassment ■ Establishing a consultation desk and person in charge and clearly indicating their contact details ■ Holding a seminar on harassment prevention before filming begins ■ Communicating the definition and examples of harassment in writing ■ Communicating the response flow in advance in writing when harassment occurs

There are also industry associations that provide and publish guidelines for anti-harassment measures.
It is also possible for Party A to establish its own guidelines for each film production site by referring to various publicly available guidelines and examples.

The Ministry of Health, Labour and Welfare provides specific examples of guidelines and information to raise awareness of workplace harassment prevention measures at the link below.

【reference】
"Example of a notice document regarding measures against sexual harassment"
From the Ministry of Health, Labor and Welfare and Prefectural Labor Bureau, "(For employers) Let's take measures against sexual harassment in the workplace!" (accessed January 5, 2024)
https://www.mhlw.go.jp/content/11900000/000333510.pdf

Ministry of Health, Labor and Welfare, Yamagata Labor Bureau | Employment Environment and Equality Office Harassment Countermeasures and Various Regulations Download (Download sample documents for harassment countermeasures against freelancers)
https://jsite.mhlw.go.jp/yamagata-roudoukyoku/roudoukyoku/gyoumu_naiyou/koyoukankyoukintousitu/kiteirei.html

Article 24 (Consideration for childcare and nursing care)

★This regulation corresponds to the "Act on Improvement of Transactions between Freelancers and Businesses." Please fill in as necessary.

Under the Freelance Workers Act, if the contracted work is to continue for a certain period of time or longer, the client is required to take appropriate measures to ensure that the freelancer is able to continue working while also balancing their work with childcare or nursing care responsibilities (Article 13 of the same Act).

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★ Clauses included in "(2) Individual Brand Ambassador Business Contract (Event Appearance)"
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Article 1 (Purpose of the Individual Contract)
Article 2 (Event Contents)
Article 3 (Appearance at the Event)
Article 4 (Party A's Responsibilities)
Article 5 (Performance fee)
Article 6 (Transportation and Accommodation)
Article 7 (Handling of matters not stipulated in the individual contract)
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★ Clauses included in "(3) Individual Brand Ambassador Business Contract (SNS Content Creation and Distribution)"
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Article 1 (Purpose of the Individual Contract)

Clause 1: Stipulates that Party A will commission Party B to produce and distribute SNS content such as audio, still images, and videos related to product promotion, advertising, and reviews, and that Party B will carry out this work itself.
→The details of the outsourcing are summarized in a table. Please add, delete, or change items and details as necessary.
→If the subject of the SNS content is a service (service) rather than a product, please change it to "The service specified in the table below (hereinafter referred to as the "Service")" (same below).
→Here, the following items are set out as the contents of the outsourcing.
(1) Products to be produced and distributed
(2) Date and time of production and distribution
(3) Production location
(4) Whether or not there are guests
(5) Specify the SNS to be used for on-demand and live streaming (name of the SNS to be used, account designation, and streaming period)
(6) Details of the equipment, etc. (PCs, internet lines, etc. used, will Party A lend them to Party B, or will Party B use equipment owned or managed by Party B?)
(7) Details of data delivery (whether to deliver or not, delivery date, data format, whether data will be processed, delivery method)
(8)Special provisions

→(5) Examples of social media that can be used include Instagram, TikTok, X (formerly Twitter), YouTube, Facebook, Niconico Video, Instagram Live, TikTok LIVE, YouTube Live, Facebook Live, Niconico Live Broadcasting, Twitch, X (formerly Twitter) LIVE, TwitCasting, LINE LIVE, and SHOWROOM.

→The distribution period for on-demand distribution is "from XX/XX/XX to the expiration date of the validity period of this Individual Contract. After the end of the distribution period, we will not be held responsible for any distribution, but will endeavor to continue distribution."

Paragraphs 2 to 4: Provisions regarding the delivery and inspection of data related to SNS content.
→Please delete it if you do not need it.
→It is stipulated that data related to SNS content must be delivered in accordance with the specified delivery date and format.
Paragraphs 3 and 4: These also stipulate the inspection (confirmation of contents, etc.) by Party A when data related to SNS content is delivered.

★"Within 8 days from the date of delivery"
→For example, if the "Delivery Date" is Monday, July 21st, then the "8th day from the date of passing the inspection" will be Monday, July 28th.

Article 2 (Attribution of Rights)

This is a provision that confirms the ownership of rights.
→The legal rights and interests pertaining to the portrait, etc. (portrait, appearance, figure, voice, name, career history) of Party B (Brand Ambassador) included in the SNS content shall belong to Party B.
→The legal rights, including copyrights, of the products and their components included in the SNS content shall belong to Party A.

Article 3 (Usage License)

It stipulates that Party B grants Party A permission to use the Content it has created in various ways.
→It is divided into "primary use" and "secondary use".
→The "domestic terrestrial broadcast" of the content in question may be more specifically stated as "(broadcast on XX station)."

Article 4 (Compensation, Expenses)

Provisions regarding "compensation and expenses."
Change the items as necessary.

*In addition, the "compensation" when creating a work and transferring its copyright includes the following:
・Compensation for creative work (work fee)
- Compensation for the transfer of copyright: If the compensation includes compensation for the transfer of copyright, it may be preferable to clearly state the breakdown, such as "how much is the labor fee" and "how much is the compensation for the transfer of copyright."
(Stamp duty charges may change. See notes on stamp duty at the end.)

Section 5 contains provisions regarding "revenue sharing."
→ Party A and Party B will distribute the amount obtained from advertising fees, tips, and all other income obtained through the distribution of the Content in question, minus platform usage fees, in a specified ratio.
(Please delete Section 5 if it is not necessary.)

Paragraph 6: The compensation for secondary use stipulated in Article 3, Paragraph 2, to be paid by Party A to Party B, will be determined through separate consultation between Party A and Party B.
(Please delete Section 6 if it is not necessary.)

Article 5 (Trademark and Copyright Notice)

Trademark and copyright notice regulations.
This stipulates that the format of trademark and copyright notices will be decided through consultation.
It is also possible to specify the specific content of trademark and copyright notices here.

Article 6 (Advertising)

Clause 1: This clause concerns Party B's cooperation with Party A in advertising and promotional activities for the product.

Section 2: This section stipulates that Party A or a person commissioned by Party A may use the SNS content provided by Party B free of charge for the purpose of advertising and promoting products.
→If "However, prior consent from Party B must be obtained before use." is not necessary, please delete it.

Article 7 (Validity Period)

*Please determine the validity period according to the actual situation.
*Please delete this if you wish the validity period of this Individual Agreement to be "the same as the validity period of the Basic Agreement." (In accordance with Article 8, the provisions of the Basic Agreement will govern.)

Article 8 (Handling of matters not stipulated in the individual contract)

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* Includes annotations and comments. WORD file format, so you can customize it however you like.
★We also accept customization on our side (separate quote required).

Contract Creation e-Course by MBA Administrative Scrivener Okada Asahi Office
https://keiyaku.info