UARK Contracts Evaluation Law and In Life Paper

The ability to read and understand contracts is fundamental in law and in life. Corporate transactions are bundles of contracts, most civil litigation is based on contract, and we all deal with contracts in our personal lives (whether we are aware of this fact or not). In this project, you will analyze a contract and answer questions about specific provisions of the contract, as well as general questions about the effectiveness of the contract in general.

Read the social media influencer contract located inside this folder. Answer the following questions:

1. Is there a governing law provision? If so, what state’s laws apply to this contract? In what paragraph is this provision found? (5 points)

2. Can the contract be assigned? In what paragraph is that provision found? (5 points)

3. What intellectual property rights does the influencer maintain and for how long? (10 points)

4. If the influencer begins to rep another product, must he or she notify the company? In what paragraph is this provision found? (10 points)

5. Is there a covenant not to compete? If so, how long does it apply? In what paragraph is this provision found? (5 points)

6. Which party seems to have had the stronger bargaining position, and why? (20 points)

7. Which specific provisions favor the employer? Explain. (5 points)

8. Which specific provisions favor the employee? Explain. (5 points)

9. The parties’ main intentions in signing this contract were to promote a product, protect the firm’s confidential information and to explain how the company could use all information. Which provisions are related to those three purposes? (5 points)

10. Which provisions seem entirely unrelated to the main purposes of the contract? Why are these other provisions included in the contract? What do they do for the parties? (10 points)

11. As a potential influencer being asked to sign this agreement, what major concerns might you have? (Discuss at least two.) (10 points)

12. Suppose that after one year the influencer decides to resign from this company. What provisions of this contract should the influencer review before resigning—that is, which provisions will likely affect his or her future in this situation? When leaving the company, what actions should the employee take to ensure that he or she is in compliance with all obligations? (10 points)

SAMPLE
INFLUENCER
CONTRACT
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SAMPLE CONTRACT
The document is intended to provide general information and guidelines only. It is not a substitute for legal
advice. All promotional campaigns should be analyzed on a case-by-case basis for legal compliance
INFLUENCER AGREEMENT
This Agreement, executed on _________, 20__, is entered into by and between YOUR COMPANY, with an address of
YOUR ADDRESS (hereinafter referred to as the “Company”) and __________________actor/model with an address of
________________________ (hereinafter, the “Influencer”). Company and Influencer may be referred to collectively as
the “Parties.” For good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows:
1. ENGAGEMENT. Company hereby engages Influencer from the date of execution of this Agreement through and including
the date(s) of performance (“the Term”) for the limited purpose of promoting certain brands and brand content, through
Influencer’s social media outlets. The nature of the brand content to be promoted and the specific details and requirements
of the promotion is outlined in the attached Schedule A. During the Term, Influencer agrees to be engaged for the purpose
of promoting the brand content and to be bound by the guidelines as attached as Schedule B (“Guidelines”). Company hereby
appoints Influencer as its representative on a non-exclusive, non-employee basis to endorse and promote its services to the
target audience.
2. TERM. This Agreement shall have an initial term of one year and shall automatically renew for additional one-year terms
thereafter unless either party provides thirty days prior written notice of its intention of nonrenewal.
OR
2. DATE OF PERFORMANCE. Parties agree that the Content will be disseminated on Influencer’s Outlets on
__________________ (“Date(s) of Performance”). This dissemination on the specified date(s) will constitute the date(s)
of performance and upon performance of the promotion of the Content and fulfillment of the terms, and upon payment of
compensation by Company as outlined below, this Agreement shall terminate and Influencer’s rights to use the brand name
as described within this Agreement shall terminate as well.
3. DELIVERABLES. Influencer will deliver the agreed number of posts on the agreed platforms on behalf of Company as
outlined in Schedule A. The Services shall conform to the specifications and instructions of Company as outlined in Schedule
B, abide by the rules of the relevant social media platforms, and are subject to Company’s acceptance and approval. Company
has a maximum of XX days to reject any deliverable in accordance with this Section and must notify Influencer within XX
days of receipt of work that additional revisions and/or amendments will be requested.
4. OWNERSHIP. Influencer acknowledges and agrees that Company for the purpose of performing the Services under this
Agreement shall own, exclusively and in perpetuity, all rights of whatever kind and character, throughout the universe and
in any and all languages, in and to the videos, photographs, text and/or all works of similar nature produced, developed, or
created by Influencer for this Agreement, and any and all intellectual property rights thereto, including trademarks, trade
secrets, trade dress, design, mask work, copyrights, and patent rights (collectively, the “Content”), including the right to
sublicense the Content to Company’s brand partners (the “Brand Affiliates”) . Notwithstanding the foregoing, Influencer may
delete posts from his/her owned and/or controlled social media channels containing any Content after a period of thirty (90)
days from post date.
5. USAGE. Company shall cause Influencer to grant to Company and to Brand Affiliates a limited, non-exclusive, royalty
free, right and license to feature Content generated by Influencer as part of the Campaign (including influencer’s name and
likeness) on Company’s and Brand Affiliates owned and controlled social media platforms and within third party digital and
broadcast platforms and print platforms including but are not limited to: ad networks, email marketing, paid search listings,
television, radio, newspapers, magazines and brochures, Facebook, Instagram, Twitter, Tumblr, YouTube, Pinterest, Vine,
Google+ and website blogs during the term of this Agreement and for a period of twelve (12) months thereafter.
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6. LICENSE. Company grants to Influencer a temporary license to use the Brand Affiliates name and promotional materials
as may be necessary to achieve the promotional purpose but only in compliance with the Guidelines and only to achieve the
promotional purpose as described in the Schedule A. Influencer grants to Company a perpetual license to use Influencer’s
name and likeness in all media including Company website and the brand website and on social media sites and in all formats
of print and digital media advertising.
7. CANCELLATION. Either party may terminate this agreement upon fourteen (14) days prior written notice if the other
party breaches this agreement and does not cure such breach within such time period. In addition to any right or remedy that
may be available to Company under this agreement or applicable law, In addition, in the event that Influencer has breached
this agreement, Company may (i) immediately suspend, limit or terminate Influencer’s access to any Company account and/
or (ii) instruct Influencer to cease all promotional activities or make clarifying statements, and Influencer shall immediately
comply. Either party may terminate this agreement at any time without cause upon thirty days prior written notice to the
other party.
8. CONFIDENTIALITY AND EXCLUSIVITY. During the course of Influencer’s performance of services for Company,
Influencer will receive, have access to and create documents, records and information of a confidential and proprietary
nature to Company and customers of Company. Influencer acknowledges and agrees that such information is an asset of
Company or its clients, is not generally known to the trade, is of a confidential nature and, to preserve the goodwill of
Company and its clients must be kept strictly confidential and used only in the performance of Influencer’s duties under this
Agreement. Influencer agrees that he/she will not use, disclose, communicate, copy or permit the use or disclosure of any
such information to any third party in any manner whatsoever except to the existing employees of Company or as otherwise
directed by Company in the course of Influencer’s performance of services under this Agreement, and thereafter only with
the written permission of Company. Upon termination of this Agreement or upon the request of Company, Influencer will
return to Company all of the confidential information, and all copies or reproductions thereof, which are in Influencer’s
possession or control. Influencer agrees that during the tenure of this contract, and for a three-month term afterward,
Influencer will not undertake influencer marketing for a competitor in the same vertical as Company.
9. COMPENSATION. In full consideration of Influencer’s performance, his / her obligations and the rights granted herein,
Influencer shall be paid [THE AMOUNT AGREED UPON BETWEEN YOU AND INFLUENCER]. This includes any
agreed bonus incentives should Influencer meet the agreed targets. Influencer will otherwise perform the services at his/her
own expense and use his/her own resources and equipment. Influencer acknowledges that the agreed upon compensation
represents Influencer’s entire compensation with respect to this agreement and Company shall have no other obligation for
any other compensation to or expenses or costs incurred by Influencer in connection with the performance of its obligations
under this agreement. If Influencer has obtained employees or agents (the “Influencer Personnel”), Influencer shall be solely
responsible for all costs associated with Influencer Personnel.
OR
COMPENSATION. As compensation for Influencer’s satisfactory performance, Company agrees to pay Influencer
$___________. Influencer agrees that this payment shall be the sole and entire compensation received and no other
compensation of any kind shall be due upon termination of the Agreement or thereafter.
10. PAYMENT TERMS. Payment can be made by PayPal or check/money order to the address given by Influencer. Payments
will be due seven days after the agreed invoice date.
OR
Payment shall be remitted Fifty Percent (50%) upon execution of this Agreement and Fifty Percent (50%) within Seven (7)
Days of performance on the final specified date.
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11. MATERIAL DISCLOSURES AND COMPLIANCE WITH FTC GUIDELINES. When publishing posts/statuses about
Company’s products or services, Influencer must clearly disclose his/her “material connection” with Company, including
the fact that Influencer was given any consideration, was provided with certain experiences or is being paid for a particular
service. The above disclosure should be clear and prominent and made in close proximity to any statements that Influencer
makes about Company or Company’s products or services. Please note that this disclosure is required regardless of any
space limitations of the medium (e.g. Twitter), where the disclosure can be made via Hashtags, e.g. #sponsored. Influencer’s
statements should always reflect Influencer’s honest and truthful opinions and actual experiences. Influencer should only
make factual statements about Company or Company’s products which Influencer knows for certain are true and can be
verified.
12. FORCE MAJEURE. If either party is unable to perform any of its obligations by reason of fire or other casualty, strike,
act or order of public authority, act of God, or other cause beyond the control of such party, then such party shall be excused
from such performance during the pendency of such cause.
13. INDEPENDENT CONTRACTOR. Influencer is retained as an independent contractor of Company. Influencer
acknowledges and agrees that (i) Influencer is solely responsible for the manner and form by which Influencer performs
under this Agreement, and (ii) Influencer is a self-employed individual, who performs services similar to the services outlined
in Schedule A for various entities and individuals other than Company. Influencer is responsible for the withholding and
payment of all taxes and other assessments arising out of Influencer’s performance of services, and neither Influencer nor any
of Influencer’s employees or independent clients shall be entitled to participate in any employee benefit plans of Company.
14. REPRESENTATIONS AND WARRANTIES. Parties represent and warrant to each other that each is free to enter into
this Agreement and that this engagement does not violate the terms of any agreement between any third party.
15. GENERAL TERMS. If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to
permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and
the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such
provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed only to the extent
necessary to conform to law.
This Agreement may not be assigned by either party without the prior written consent of the other, and any such purported
assignment shall be void. This Agreement is made in Georgia and shall be construed and interpreted in accordance with
the law of Georgia, applicable to contracts made and to be performed entirely therein. This document is a complete and
exclusive statement of the terms of this agreement and may not be changed orally but only by writing signed by both parties.
Please acknowledge your agreement by signing below and returning a copy to us. We look forward to a mutually rewarding
relationship.
___________________________ _________________________________
Influencer Name Your Name and Title
____________________________ _________________________________
Signature and Date Your Signature and Date
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SCHEDULE A
SCOPE OF WORK
Here you’ll describe in detail the work you expect to receive from the influencer.
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SCHEDULE B
BRAND GUIDELINES
Schedule B will talk about brand guidelines including desired colors, fonts, or other creative direction. Schedule B will also tell
influencers what not to do, like use profane language or show too much skin.
You can also describe items to avoid in influencer posts, such as not mentioning specific competitors, which you’ll state by
name. Also mention that 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.
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