This Influencer Agreement (the "Agreement"), is made by and between Bamkiki, which is a business organized and existing under the laws of Victoria, Australia (“ABN 45719313437”) whose address is P.0. Box 287 Moorabbin 3189 Australia , ("Advertiser"), AND ("Influencer.")
1. Social Influencing Services. Advertiser hereby engages Influencer to render, as an independent contractor, the services for Advertiser as specified in Annex A (the "Services"). Influencer hereby accepts the engagement to provide Services to Advertiser on the terms and conditions set forth herein. Influencer shall devote to the best of his ability such time, attention, experience and energy to the business and affairs of Advertiser as necessary to accomplish the Services to the Advertiser's satisfaction.
2. Terms of Agreement. This Agreement will begin on the date this contract is signed and will continue for 6 months, until unless terminated by one of the parties according to the terms of this Clause (the "Term"). Either party may terminate this agreement at any time without cause upon thirty days prior written notice to the other party. Following the completion of Service, as Annex A, both parties would like to keep open the option for additional Services through the year, upon both sides approval.
3. Payment to Influencer. Unless decided otherwise between the parties, the Influencer shall be paid for the providing of the Services according to Annex B.
4. Original Work: Influencer hereby represents, warrants, and covenants that all content in the Content (save and except any materials, if any, supplied by the Advertiser) will be the original work and creation of Influencer and will not infringe the rights (including without limitation, any intellectual property rights) of any third party. All posts created
5. Material disclosures and compliance with FTC Guidelines. Influencer should only make factual statements about Advertiser or Advertiser's products which Influencer knows for certain are true and can be verified.
6. Collateral Details. Advertiser shall provide the necessary content and briefing materials to enable Influencer to perform Influencer marketing services. (Please see Annex A)
7. All posts must be reviewed by Advertiser for accuracy and approval prior to publication. All reviewed and confirmed posts shall stay in blogs and social media accounts at least 6 months since publication.
8. Independent Contractor. Advertiser and Influencer agree that the Influencer is an independent contractor in the performance of his duties under this Agreement. Accordingly, the Influencer shall be responsible for payment of all taxes including Federal, State and local taxes arising out of the Influencer's activities in accordance with this Agreement, including by way of illustration but notlimitation, Federal and State income tax, Social Security tax, Unemployment Insurance taxes, and any other taxes or business license fee as required.
9. Confidential Information. The Influencer agrees at all times during the term of sub-contracting and thereafter, to hold in strictest confidence, and not to use, or to disclose to any person, firm or corporation without written authorization from Advertiser, any Confidential Information of the work and/or any confidential information received from Advertiser. The Influencer understands that “Confidential Information” means any Advertiser and/or proprietary information (including third party information provided by Advertiser), technical data, trade secrets or know-how, including but not limited to: databases, reports, publications, illustrations, software, research, product plans, products, services, customer lists and customers (including but not limited to: customers of Advertiser on whom the Influencer called or with whom the Influencer became acquainted during the Term), markets, and other business information disclosed to Influencer by Advertiser either directly or indirectly in writing, orally or by drawings or observation of parts or equipment.
10. Competitor Content - Influencer agrees to not reference any competitor product by name in Influencer posts for Advertiser, nor work with or promote any competitive product during the terms of this agreement as outlined in Services.
11. Ownership of Intellectual Property. If at any time or times during the Term of this Agreement, the Influencer (either alone or with others) made, conceived, created, discovered, invented or reduced to practice, or the Influencer (either alone or with others) make, conceive, create, discover, invent or reduce to practice any development that (i) relates to the business of Advertiser or any of the products or services being developed, manufactured or sold by Advertiser or which may be used in relation therewith; or (ii) results from tasks assigned to it by Advertiser; or (iii) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by Advertiser, then all such developments and the benefits thereof are and shall immediately become the sole and absolute property of Advertiser and its assigns without further compensation to Influencer, as works made for hire or otherwise. In this Agreement, the term "development" shall mean any invention, modification, discovery, design, development, improvement, process, software program, work of authorship, documentation, formula, data, technique, know-how, trade secret or intellectual property right whatsoever or any interest therein (whether or not patentable or registrable under copyright, trademark or similar statutes.
12. Assignment. The Influencer shall, at any time , at the request and cost of Advertiser, promptly sign, execute, make and do all such deeds, documents, acts and things as Advertiser may reasonably require: (i) to apply for, obtain, register and vest in the name of Advertiser alone patents, copyrights, trademarks or other analogous protection in any country throughout the world relating to a development and when so obtained or vested to renew and restore the same; and (ii) to defend any judicial, opposition or other proceedings in respect of such applications and any judicial, opposition or other proceeding, petition or application for revocation of any such patent, copyright, trademark or other analogous protection. If Advertiser is unable, after reasonable effort, to secure the Influencer’s signature on any application for patent, copyright, trademark or other analogous registration or other documents regarding any legal protection relating to a development, for any other reason whatsoever, the Influencer hereby irrevocably designates and appoints Advertiser and its duly authorized officers and agents as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such application or applications or other documents and to do all other lawfully permitted acts to further the prosecution and issuance of patent, copyright or trademark registrations or any other legal protection thereon with the same legal force and effect as if executed by it. The Influencer agrees that any breach of this Agreement by it will cause irreparable damage to Advertiser and that in the event of such breach Advertiser shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation of its obligations hereunder.
13. Representations and Warranties. Influencer represents and warrants (i) that Influencer has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with Influencer 's undertaking this relationship with Advertiser, (ii) that the performance of the services called for by this Agreement do not and will not violate any applicable law, rule or regulation or any proprietary or other right of any third party, (iii) that Influencer will not use in the performance of his responsibilities under this Agreement any confidential information or trade secrets of any other person or entity, and (iv) that Influencer has not entered into or will enter into any agreement (whether oral or written) in conflict with this Agreement.
14. Indemnification. Influencer hereby indemnifies and agrees to defend and hold harmless Advertiser from and against any and all claims, demands and actions, and any liabilities, damages or expenses resulting therefrom, including court costs and attorneys' fees, arising out of or relating to the services performed by Influencer under this Agreement or the representations and warranties made by Influencer pursuant to Section 10 hereof. Influencer 's obligations under this Section 11 hereof shall survive the termination, for any reason, of this Agreement.
15. MiscellaneousThis Agreement contains the entire understanding and agreement between the parties hereto with
(i)respect to its subject matter and supersedes any prior or contemporaneous written or oral agreements, representations or warranties between them respecting the subject matter hereof. This Agreement may be amended only by a writing signed by Influencer and by a representative of Advertiser duly authorized. Advertiser shall have the right to assign this Agreement to its successors and assigns, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by said successors or assigns. (ii) If one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to scope, activity, subject or otherwise so as to be unenforceable at law, such provision or provisions shall be construed by the appropriate judicial body by limiting or reducing it or them, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear. (iii) No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance.
(iv)Governing Law. This Agreement shall be governed by and construed in accordance.
In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
1. Mandatory Tags, hashtags, and handles to be used: #bamkikitoothbrush #boldfunkysustainable #biodegradable #bambootoothbrush #ecofriendly #giveback #zerowaste #gogreen #greenlifestyle #plasticfree #veganfriendly #BPAfree #ergonomicdesign #HealthyLiving #OralHealth #Toothbrush #HealthyTeeth #HappyTeeth #ecofriendly
2. Purchase Link – Each post will include the following URL link: www.bamkiki.com.au on the post and Bio.
3. Special Instructions: all blog posts, social media statuses, tweets, and/or comments should be in good taste and free of inappropriate language and/or any content promoting bigotry, racism or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age,
4. Use of Content - Influencer agrees to let Advertiser use or reference the content Influencer creates regarding Advertiser product or service, including Influencer name, images, and social media profiles. When doing so, Advertiser agrees to provide proper attribution and credit.
5. Payment: Both parties will discuss and agreed upon the amount payment either as cash, credit or product donations.