Sponsorship/Endorsement Basic Agreement + Individual Agreement for Musicians

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

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★This is a basic contract regarding sponsorship, particularly "endorsement," between sponsoring companies (product manufacturers, etc.) and musicians.

→For example, we envision musical instrument manufacturers providing instruments to musicians as part of their sponsorship.

Here,
(1) A sponsoring company (Party A) provides Party A's products to a musician (Party C), who then uses and wears them.
(2) The musician (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) The musician (C) will participate in events sponsored or organized by the sponsoring company (A), and will appear in product advertisements, etc.
(4) It stipulates the use of the portrait rights of the musician (C) by the sponsoring company (A).

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

*This contract assumes that a musician (C) is managed by (affiliated with) a management agency, entertainment production company, etc. (B).

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

→The premise is that a management agency, entertainment production company, etc. (B) enters into a management contract with a musician (C), and 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 a musician/musician (C) perform at an event.

★Reference (Our office website)
Contracts for entertainment agencies, talents, models, and musicians
http://keiyaku.info/e_production01.html
Contract law for content business and related industries
http://keiyaku.info/contents02.html

* 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, relationship with player contracts, etc., 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.

Section 2: This clause is included just in case Musician (C) needs to comply with the contracts, rules, regulations, and guidelines of the orchestra to which he or she belongs. (For example, if a musician appears on television or in a commercial or uses his or her image commercially, he or she may be required to obtain the consent of the orchestra under the musician's contract with the orchestra.) Therefore, this clause stipulates that this Agreement will be effective to the extent that it does not conflict with or contradict these Musician's Contracts. Therefore, in the event of a conflict or inconsistency between this Agreement and the Musician's Contract, the provisions of the Musician's Contract will take precedence.

Section 3: If the consent of a third party is required by a musician contract or other agreement in order for a musician/musician (C) to perform the duties set out in this contract, the management agency/talent production company, etc. (B) must comply with this.

<Please delete paragraphs 2 and 3 if they are not necessary.>

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 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, carrying and wearing of the product)
It stipulates the obligations and duties of musicians (C) regarding the use, carrying and wearing of the product.

(The word "wear" is intended to be used when the products provided by the sponsoring company are costumes. Please delete it if it is unnecessary.)

Section 1: This contract stipulates the musician (C)'s obligation to use, carry, and wear the products provided by the sponsoring company (A) under this contract. The musician must use, carry, and wear the products during performances, media interviews, television appearances, event appearances, and other times requested by A. However, exceptions are made when using, carrying, or wearing the products would be unreasonable or inappropriate, impossible, or extremely difficult. For example, if the product provided by the sponsor is a drum set, using or carrying it during an interview program or while traveling would be considered unreasonable or inappropriate.

Section 2: This section stipulates that the use, carrying, or wearing of products from other companies is prohibited in cases where any of the items in the preceding section apply.

Article 3 (Product Advisory Services)
This document stipulates advisory services for musicians (C) to sponsoring companies (A). Excellent musicians have in-depth knowledge of musical instruments and equipment based on their experience.
Sponsors supply musicians with instruments and equipment, and in return for paying sponsorship fees, receive opinions and advice from the musicians regarding the instruments and equipment, 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 musicians (C) regarding performances and participation, as well as the obligation to make efforts regarding product recommendations.

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

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

Section 3: This section stipulates the "sponsor display" for the appearance/participation of musician (C) and the productions produced for said appearance/participation. This will publicly announce that sponsor company (A) is supporting musician (C) as a sponsor.

Section 4: It states that the musician (C) can check the content and format of the media, such as advertisements, that he/she has produced, and can request that any inconvenient parts be corrected. (Note that this section does not require checking, and only stipulates the right to request corrections.)

Section 5: The content of the musician's (C) appearance/participation, implementation conditions, implementation date, and details of the works 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).

Clause 6: In the event that Musician (C) is requested by Party A to appear in or participate in "concerts, live events, etc." or "seminars" that exceed the scope and number of times specified in this article, or in "media for advertising, etc." or "product presentations, etc.", the "remuneration standards" will be determined in advance in a separate document. (If remuneration is not to be 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 musician (C) appears in front of the public or in the media at events such as concerts and live performances, seminars, advertising media, or product presentations, Party B will provide Party A with as much cooperation as possible to create opportunities for exposure of the product and for Party C to recommend it.

Article 6 (License to Use Portraits, etc.)
A management agency, entertainment production company, etc. (B) grants permission to a sponsoring company (A) to use the portrait, etc. of a musician (C) 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 the musician's portrait, 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: Regarding the appearance or use of the image, etc. of the musician (C) in media other than those specified in each item of Section 1, a separate contract will be concluded after consultation between the sponsoring company (A) and the management agency/entertainment production company, etc. (B).

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

Section 5: Specifies the circumstances under which a sponsoring company (A) may use the portrait, etc. of a musician (C) without time restrictions.

Article 7 (Advertising of the same or similar products and competitors)
Section 1: The sponsoring company (A) is prohibited from advertising the products of third parties that are the same or similar to the product in question, and from allowing the musician (C) to appear or use his/her likeness in advertising for third parties that compete with the sponsoring company (A).

Section 2: With regard to a third party and its products for which a musician (C) is considering granting permission to appear in advertising or to use the musician's likeness, etc., if it is unclear whether the product in question is of the same type or similar to 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) to decide on the granting of permission to appear in advertising or to use the musician's likeness, etc.

Clause 3: Musician (C) may appear on a television or radio program even if it is provided by a competitor of the sponsor, provided that the program is not provided solely by the competitor.
→It is customary 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 musicians' activities.

Article 8 (Provision of Products)
It stipulates that the sponsoring company (A) will supply products to the musician (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."
→Examples of products include musical instruments such as guitars and violins, as well as their accessories and stage costumes.
→The quantity of product provided is determined by the number of units. (Here, it is "2 units", but please change it to "3 bottles" etc. if necessary.)

→Another example is also provided where the quantity of product provided is determined in monetary terms.

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 its 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 musician (C) performs well in the contest.

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 sponsors and players. 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 athlete (C) changes his/her affiliation to a third party (new affiliation 2) other than the 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/talent production company (B) and the musician (C) are unable to fulfill this contract or are unable to achieve the purpose of this contract, the sponsoring company (A) may extend the contract period. Furthermore, if the inability to fulfill continues beyond a certain period, the sponsoring company (A) may terminate the contract and settle the amount of the product provision 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. Athlete (C)
Identify the musicians you want to target.
If necessary, please include your address and contact information.

2. The Product
This section lists the items, names, model numbers, etc. of the products that the sponsoring company (A) will provide to the musicians/musicians (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.