Sponsorship/Endorsement Basic Agreement + Individual Agreement for Influencers

[Sponsorship/Endorsement Basic Agreement + Individual Agreement for Influencers]

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★This is a basic contract regarding sponsorship, particularly "endorsement," between a sponsoring company (product manufacturer, etc.) and an influencer.

Here,
(1) The sponsor company (A) provides the influencer (C) with A’s products, which C uses and wears.
(2) The influencer (C) will provide advisory services such as opinions, advice, and suggestions regarding the planning, development, manufacturing, sales, etc. of the sponsor company's (A) products.
(3) Influencer (C) will participate in events sponsored or hosted by Sponsor Company (A), and appear in product advertisements, etc.
(4) This stipulates the sponsor company (A)'s use of the influencer's (C) portrait rights, etc.

★Regarding contract renewals, a provision has been included that gives the sponsoring company "first refusal right" to negotiate.

★This contract assumes that the influencer (C) is managed by (belongs to) a management agency, entertainment production company, etc. (B).

→The sponsoring company (A: product manufacturer, etc.) will not enter into a contract directly with the influencer (C), but will enter into a contract with the influencer's management agency, entertainment production company, etc. (B).

→The management agency, talent agency, etc. (B) will enter into a management contract with the influencer (C), and it is assumed that B has the authority to enter into the contract on behalf of C.

★This is a set of a "basic contract" and an "individual contract."
→A sample "Individual Contract" is attached at the end. (Here, we have attached an individual contract that contains the contents to be prepared when having Influencer (C) appear at an event.

[Reference (our office website)]
Individual/team sponsorship contracts and cooperation contracts
http://keiyaku.info/sponsor01.html
Influencer-related transaction design and contract creation
https://keiyaku.info/contents05.html
Contracts for entertainment agencies, talents, models, and musicians
http://keiyaku.info/e_production01.html

[Related contract template]
Influencer Advertising and Management Business Partnership Basic Agreement + Individual Agreement
https://akiraccyo.thebase.in/items/24366746
Brand Ambassador Business Outsourcing Basic Agreement + Individual Agreement
https://akiraccyo.thebase.in/items/3733131

* Includes annotations and comments. WORD file format, so you can customize it however you like.
→ For an additional fee, you can have your document customized by an expert (Administrative Scrivener Asahi Okada). (We will provide you with a quote.)

★"Sponsorship/Endorsement Basic Agreement"
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Article 1 (Representations and warranties, basic contractual nature)
Section 1: Representations and warranties. This Agreement is based on the premise that Party B has entered into a management agreement with Party C and has the authority to enter into this Agreement on its own. Therefore, in this Article, Party B represents and warrants that it has such authority.

Paragraph 2: 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 should 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, 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 (Use and Wear of the Product)
This document defines the duties and responsibilities of influencers (C) regarding the use and wearing of products.

Section 1: This section stipulates the Influencer (C)'s obligation to use and wear the products provided by the Sponsor Company (A) under this contract. The Influencer must wear and use the Products when appearing at designated events, TV programs, etc., or when requested by A. However, this does not apply if using and wearing the Products would be unreasonable, inappropriate, impossible, or extremely difficult. A specific example of an exceptional case would be if the product provided by the sponsor was a swimsuit, and it would be inappropriate to use or wear it under any circumstances.

Section 2: This section stipulates that the use of products from other companies is prohibited in cases that fall under any of the items in the preceding section.

Article 3 (Product Advisory Services)
This regulation stipulates advisory services for influencers (C) to sponsoring companies (A). Excellent influencers have deep knowledge of equipment and clothing based on their experience. Therefore, in exchange for supplying equipment to influencers and paying sponsorship fees, sponsors seek to receive product opinions and advice from influencers, which they then use in the planning, development, and manufacturing of their own products.

Section 2: Sets out the cost burden. This section stipulates that Party A will bear all expenses related to Party C's advisory services, including travel, accommodation, and research costs.

Article 4 (Performance/Participation)
It stipulates the obligations and duties of influencers (C) regarding appearances and participation, as well as the obligation to make efforts regarding product endorsement.

Section 1: This section describes how management agencies, entertainment production companies, etc. (B) will have influencers (C) appear and participate in the "events," "seminars," "media for advertising, etc." and "product presentations, etc." listed here.

Clause 2: It is stipulated that all expenses such as travel expenses, accommodation expenses, research expenses, etc. necessary for the influencer (C) to perform and participate in the event will be borne by the sponsoring company (A).

Section 3: This section stipulates the "sponsor display" in the appearances and participations of influencers (C) and in the productions produced for such appearances and participations. This will publicly announce that the sponsor company (A) is supporting the influencer (C) as a sponsor.

Section 4: It stipulates that the influencer (C) can check the content and format of the media, such as the advertisements, that have been produced, and request that any inconvenient parts be corrected. (Note that this does not require checking, and only stipulates the right to request corrections.)

Section 5: The content of the influencer's (C) appearance/participation, implementation conditions, implementation date, and details of the products to be produced as part of said appearance/participation will be determined in advance through discussion between the sponsoring company (A) and the management agency/entertainment production company, etc. (B).

Section 6: In the event that Influencer (C) is requested by Party A to appear or participate in "events" or "seminars" that exceed the scope and number of times specified in this Article, or in the event that Party A requests Influencer (C) to appear or participate in "media for advertising, etc." or "product launch events, etc.", the "remuneration standards" will be determined in advance in a separate document. (If remuneration is not determined in advance, please delete the relevant section.)

Section 7: The compensation standards for appearances and participation will be determined in advance. (Please delete this section if it is unnecessary.)

Article 5 (Product Recommendations)
When Influencer (C) appears in front of the public or in the media at events, seminars, advertising media, product launches, etc., Party B will provide Party A with as much cooperation as possible to create opportunities for product exposure and endorsement by Party C.

Article 6 (License to Use Portraits, etc.)
Management agencies, entertainment production companies, etc. (B) grant sponsoring companies (A) permission to use the influencer's (C) image and other images for advertising and promotional activities.

Section 1: This section stipulates the permission to use portraits, etc., and the media in which they may be used. In this section, the media in which they may be used are so-called paper media such as newspapers, magazines, posters, and pamphlets, as well as the official product website (including the official YouTube, Twitter, Instagram, and Facebook accounts).

Section 2: The use of influencer images, etc. based on the preceding section is limited to Japan. Please change "Japan" and other descriptions as necessary. (It may also be "worldwide.")

Section 3: It is stipulated that the appearance or use of the image, etc. of the influencer (C) in media other than those specified in each item of Section 1 will be subject to a separate contract after consultation between the sponsoring company (A) and the management agency/entertainment production company, etc. (B).

Article 4: If a sponsoring company (Party A) uses the image of an influencer (Party C), it must obtain prior written consent from the management agency, talent agency, etc. (Party B) regarding the image, advertising materials, and sales promotion materials to be used, either in writing or via electronic means such as email.

Section 5: Stipulates the circumstances under which a sponsoring company (A) may use the image, etc. of an influencer (C) without time restrictions.

Article 7 (Advertising of the same or similar products and competitors)
Section 1: The sponsor company (A) is prohibited from advertising or promoting third-party products of the same or similar type as the product in question, or from allowing the influencer (C) to appear or use their likeness, etc. in advertising or promoting third-party products that compete with the sponsor company (A).

Section 2: With regard to a third party and its products for which an influencer (C) is considering permission to appear in advertising or to use the influencer's likeness, etc., if it is not clear whether the product in question is of the same type or similarity as the third party's product or whether there is a competitive relationship between the sponsoring company (A) and the third party, the management agency, entertainment production company, etc. (B) must consult with the sponsoring company (A) and make a decision regarding permission to appear in advertising or to use the influencer's likeness, etc.

Article 3: Influencer (C) may appear on television or radio programs even if they are sponsored by a competitor of the sponsor, provided that the programs are not sponsored solely by the competitor.
→It is common to have such a provision, as banning not only appearances in competitors' advertisements but also appearances on programs sponsored by competitors would be a major restriction on influencers' activities.

Article 8 (Provision of Products)
It stipulates that the sponsoring company (A) will supply products to the influencer (C).
→It is assumed that ownership of the product will be transferred from Party A to Party C, not from Party A to Party B, so it says "Party A to Party C."
→Here, the quantity of the product provided is determined in monetary terms.
→Products that could be offered include sports equipment, sportswear, drinks, supplements, and many more.

Article 9 (Basic Sponsorship Fee)
It stipulates that the sponsoring company (Party A) pays a sponsorship fee to the management agency, entertainment production company, etc. (Party B).
→Here, Party A is set to pay sponsorship fees to Party B, but Party B may pay a portion of the sponsorship fees it receives from Party A to Party C based on the management contract with Party C.
→In addition to paying a fixed amount (in this case, the basic sponsorship fee), it is also possible to pay a bonus if the influencer (C) achieves results.

Article 10 (Maintaining credibility, etc.)
If the contracting parties violate laws and regulations, it will become difficult to achieve one of the purposes of this contract, which is to "improve the mutual image of the sponsor and influencer." Therefore, the contracting parties are required to comply with laws and regulations.

Article 11 (Change of affiliation for Class C)
This provision guarantees the fulfillment of this contract to the sponsoring company (A) even if the influencer (C) changes his/her affiliation to a third party (new affiliation 2) other than a management agency, entertainment production company, etc. (B).
(1) You will continue your status under this Agreement with the consent of your new employer, or (2) you will transfer your status under this Agreement to your new employer.

Article 12 (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 general rule is that creditors can freely assign their claims (Article 466, Paragraph 1 of the Civil Code), but it is possible to make a claim non-transferable by adding a special clause prohibiting assignment, such as this clause (Article 466, Paragraph 2 of the Civil Code).

Article 13 (Confidentiality)
Section 1 stipulates the confidentiality obligations between the contracting parties.
The confidentiality obligation is usually stipulated to remain in effect for a certain period after the contract is terminated (although there may be no deadline).
In addition, if it is necessary to more clearly identify "confidential information," it may be specified as "information provided or disclosed by the parties with the intention that it is confidential information."

Section 2 provides that certain information that must be excluded from confidential information is not included in confidential information.

Article 14 (Contract Period)

Article 15 (Contract renewal and termination)
These are the regulations regarding contract renewal and termination.

Clause 1: In the contract renewal, the sponsor company (Party A) is granted the right of first refusal to negotiate.

Section 2: Stipulates the content of preferential negotiation rights.

Clause 3: For posters, signs, pamphlets, catalogs, etc. that cannot be removed or collected immediately after the contract ends, a specified removal and collection period will be set, and the sponsoring company (Party A) will endeavor to remove and collect them within that period.

Article 16 (Force majeure)
If the management agency/entertainment production company (Party B) and the influencer (Party C) are unable to fulfill this contract or if the purpose of this contract cannot be achieved, the sponsoring company (Party A) may extend the contract period.
Furthermore, if the inability to perform continues beyond a certain period of time, the sponsoring company (A) may terminate the contract and settle the amount for the provision of the product and the basic sponsorship fee.

Article 17 (Termination of Contract and Compensation for Damages)
It also provides for the right to terminate the contract and makes careful provisions regarding claims for damages.

Article 18 (Special Agreement)
It is possible to specify "special provisions" in a separate document.
Here, the special provisions regarding expenses are set out in the attached document.
(Travel expenses including Shinkansen, plane tickets, and hotel accommodations, as well as travel expenses for accompanying persons such as trainers and assistants, will be covered.)

Article 19 (Negotiation resolution)
This document stipulates the interpretation standards and resolution methods for matters not specified in this Agreement.

Article 20 (Governing Law and Jurisdiction)

【Attachment】
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*This "attachment" can be stapled to the contract and the parties (A and B) can place their seals across the seam, or the documents can be bound and sealed with binding tape for sealing, and the parties (A and B) can place their seals on the front and back covers, across the binding tape.

[1. Influencer (C)]
Identify target athletes.
If necessary, please include your address and contact information.

2. The Product
This section lists the item, name, model number, etc. of the product that the sponsoring company (A) will provide to the influencer (C).

[3. Standards for remuneration for appearances and participation]

4. Special Provision: Cost Burden

[Individual contract]
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This is a sample individual contract. Please create one as needed.
→This is an example of a contract that stipulates duties related to appearances at individual events.

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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