An Influencer & Brand Ambassador Agreement governs promotional collaborations between brands and individuals. This playbook focuses on content ownership, disclosure obligations, and performance expectations.
Why This Matters: Misallocation of IP can result in infringement claims, license disputes and inability to leverage campaign materials.
Negotiation strategy
If you're the Company:
Ensure that all IP created by the contractor is assigned to the company. Negotiate for broad usage rights to maximize flexibility in marketing campaigns.
If you're the Influencer/ Ambassador:
Retain ownership of pre-existing IP and negotiate for fair compensation for any IP assigned to the company. Ensure clear terms for usage rights to avoid overreach.
Essential elements
1
Ownership of IP
Defines who owns created IP.
2
License Grant
Outlines rights to use IP.
3
Protection of IP
Safeguards proprietary IP.
Action framework
ACCEPT
Propose edits if the IP ownership terms are unclear or overly restrictive.
EDIT
Reject if the clause fails to protect proprietary IP or lacks indemnification.
ADD
Add language to clarify modification rights or termination procedures.
PRO TIP
Always ensure IP clauses are tailored to the specific needs and risks of the transaction.
Example clauses
FAVORABLE
Preferred Ownership Clause
"All creative materials, content, and underlying intellectual property developed or provided by either party in connection with this Agreement shall remain the sole and exclusive property of the party that created or provided such materials, content, or intellectual property, unless otherwise agreed in writing."
NEUTRAL
Standard License Grant
"Each party hereby grants to the other party a non-exclusive, royalty-free, worldwide license to use, modify, and exploit the marketing assets provided under this Agreement solely for the purposes outlined herein."
UNFAVORABLE
Unclear IP Ownership
"The ownership of intellectual property developed under this Agreement shall be determined by mutual agreement at a later date."
Fallbacks
High-Risk Projects
In high-risk projects, ensure additional indemnification clauses are included to cover potential IP infringement claims.
Cross-Border Agreements
Consider jurisdiction-specific IP laws and include clauses that address compliance with local regulations.
Joint Ventures
In joint ventures, clearly define shared IP rights and responsibilities to prevent future disputes.
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