Endorsement Agreements 101

Note: Want to skip the guide and go straight to the free templates? No problem - scroll to the bottom.
Also note: This is not legal advice.

Introduction

Creating an endorsement agreement can be a crucial step in concluding an important professional or commercial relationship. Endorsement agreements are legally binding contracts that set out the terms, conditions, and obligations of both parties. Designed to protect the interests of all involved, they provide clarity and security for everyone involved in the agreement.

Drafting an effective endorsement agreement requires careful consideration of the contract’s terms and compliance with applicable laws. Negotiating these terms may seem complex, but taking this step can help avoid potential disputes and misunderstandings down the line. A well-crafted endorsement agreement should contain provisions tailored to a specific situation - outlining any restrictions on endorsers, compensation due to them, duration of the agreement and type of endorsement being provided. It is also prudent for these documents to include a confidentiality clause; outlining each party’s obligation not to disclose confidential information or trade secrets as well as stipulating any dispute resolution methods agreed upon by both parties.

Using Genie AI’s extensive dataset and community template library enables anyone to craft high quality legal documents without paying a lawyer’s fee - giving you peace of mind that your interests are secure. Regardless of your level of legal expertise or knowledge, accessing our templates provides you with peace-of-mind that your interests are secure even when engaging in tricky commercial endeavours such as creating an endorsement agreement. Read on below for our step-by-step guidance on how to use our template library today; no Genie AI account necessary!

Definitions (feel free to skip)

Exclusivity clause: A clause in an agreement that restricts a party from endorsing any competing products or services.

Non-compete clause: A clause in an agreement that restricts a party from engaging in activities that conflict with the terms of the agreement.

Legal capacity: The ability to legally enter into a binding contract.

Compensation: Money or goods exchanged as payment for a service.

Metrics: Specific criteria used to measure progress or performance.

Benefits: Additional rewards or advantages associated with an agreement.

Royalties: Payments made to the owner of a copyright or patent for the use of their property.

Intellectual property: A type of property that is created through the application of intellect and covers trademarks, logos, images, and other original works.

Termination clauses: Terms in an agreement that outline the conditions in which the agreement can be terminated.

Contents

• Defining the purpose and scope of the endorsement agreement
• Identifying the type of endorsement agreement being established
• Defining the scope of the agreement in terms of geography, length of agreement, etc.
• Identifying the parties involved in the agreement
• Outlining the names and contact information for each party
• Determining the legal capacity of each party to enter into a binding agreement
• Establishing the terms and conditions of the agreement
• Setting out any exclusivity or non-compete clauses
• Defining the responsibilities of each party to the agreement
• Specifying any performance requirements and/or metrics to be met
• Determining the compensation and/or benefits associated with the agreement
• Establishing the value of any money or goods to be exchanged
• Specifying any additional benefits, such as royalties, access to services, or publicity and promotional opportunities
• Establishing the timeline for the agreement
• Determining the start and end dates of the agreement
• Specifying any additional terms and conditions that apply to the timeline
• Specifying the roles and responsibilities of the parties involved
• Identifying any specific tasks or activities required of each party
• Defining any additional rights and obligations associated with the roles of each party
• Defining the intellectual property rights associated with the agreement
• Determining the ownership of any intellectual property developed during the agreement
• Specifying any restrictions on the use of intellectual property developed during the agreement
• Outlining any applicable laws and regulations that must be followed
• Researching any state, local, or federal laws that apply to the agreement
• Specifying any additional compliance requirements that must be met
• Establishing the termination clauses
• Defining the conditions under which the agreement can be terminated
• Establishing any penalties to be paid upon termination
• Drafting the agreement and having all parties sign
• Writing the agreement in accordance with the outlined terms and conditions
• Obtaining signatures from all parties involved in the agreement

Get started

Defining the purpose and scope of the endorsement agreement

• Understand the goals of the endorser and the brand
• Identify the scope of the endorsement and the activities the endorser will be engaged in
• Set out the timeline of the endorsement
• Define the rights and obligations of both parties
• Determine the payment structure
• Agree on the term of the agreement
• Sign the agreement

Once all the above points have been addressed, the step of defining the purpose and scope of the endorsement agreement can be checked off the list and the next step of identifying the type of endorsement agreement can be started.

Identifying the type of endorsement agreement being established

• Understand what type of endorsement agreement you are establishing. This could be a celebrity endorsement, product endorsement, or service endorsement.
• Research the type of endorsement agreement you are establishing and determine the legal requirements for each type.
• Determine the scope of the endorsement agreement, including any geographic limitations, length of agreement, etc.
• When you have identified the type of endorsement agreement and the scope of the agreement, you have completed this step and can move onto the next step.

Defining the scope of the agreement in terms of geography, length of agreement, etc.

• Determine the geographic area in which the endorsement will be valid.
• Decide on the length of the agreement.
• Identify the products or services that will be covered by the endorsement.
• Set any limits on the number of products or services that can be endorsed.
• Specify any additional requirements or restrictions that should be included in the agreement.

Once you have determined and documented the scope of the agreement, you can check this step off your list and move on to the next step, which is identifying the parties involved in the agreement.

Identifying the parties involved in the agreement

• Gather the names and contact information of the parties involved in the agreement
• Check the agreement to make sure the names of the parties are accurate and that the contact information is up-to-date
• Ensure that the parties have the legal capacity to enter into the agreement
• Once you have verified the contact information and legal capacity of the parties, you can check off this step and move on to the next step: Outlining the names and contact information for each party.

Outlining the names and contact information for each party

• Gather the full legal names, addresses, and contact information of each party involved.
• Include the full legal names of any business entities or organizations that are involved.
• Check to make sure that all the contact information is accurate.
• Once all the information is gathered and the contact information is confirmed to be accurate, you can check this step off your list and move on to the next step.

Determining the legal capacity of each party to enter into a binding agreement

• Researching the applicable law for the jurisdiction in which the agreement is being signed
• Confirming the legal capacity of each party in accordance with the applicable law
• Ensuring that each party is of legal age and is mentally competent to enter into a contract
• Documenting any restrictions on the parties’ legal capacity, if applicable
• Verifying that each party has the authority to enter into the agreement

Once you have completed the research and verifications, you can move on to establishing the terms and conditions of the agreement.

Establishing the terms and conditions of the agreement

• Review and determine the scope of the endorsement agreement.
• Determine the duration of the agreement and any milestones or conditions that need to be met in order for the agreement to stay in effect.
• Outline any payment or compensation terms, such as the amount of money that will be paid to the endorser and when, as well as any additional benefits, such as access to events or product discounts.
• Establish any additional terms and conditions, such as the right to terminate the agreement and the right to use the endorser’s name and likeness in marketing materials.
• Determine any restrictions on the endorser, such as any non-compete or exclusivity clauses.
• Have each party sign the agreement and obtain a copy.

Once the terms and conditions of the endorsement agreement have been established and agreed upon by both parties, you can move on to the next step of setting out any exclusivity or non-compete clauses.

Setting out any exclusivity or non-compete clauses

• If an exclusivity clause is applicable, determine and define the scope of the exclusivity.
• Establish and document any non-compete clause that may be applicable to the arrangement.
• Consider the geographical scope of any non-compete clause, and ensure that it is reasonable and enforceable.
• Set out any additional restrictions on either party in terms of their activities and/or use of the other party’s intellectual property.
• Ensure that any exclusivity or non-compete clauses are compliant with applicable laws.

When you can check this off your list and move on to the next step:

• Once you have addressed all of the above points, you can confidently move on to defining the responsibilities of each party to the agreement.

Defining the responsibilities of each party to the agreement

• Clearly define the roles and responsibilities of both parties in the agreement
• Specify the nature of the relationship, including the duration of the agreement
• Outline any payment or compensation to be received by either party
• Include any legal obligations or restrictions on either party
• Detail any confidential information that needs to be shared
• Establish a timeline for when the agreement goes into effect
• Once all the responsibilities of both parties have been clearly outlined, review the agreement and make any necessary changes before signing.

Specifying any performance requirements and/or metrics to be met

• Obtain a clear understanding of the scope of the endorsement agreement
• Set clear and measurable performance goals for both parties
• Define the objectives and outcomes that must be achieved in order to meet the performance goals
• Consider any industry standards or benchmarks that must be met
• Determine any milestones or deadlines that must be met
• Document any metrics or KPIs that must be achieved
• Include language that allows for periodic reviews or audits of performance
• Establish clear consequences for any party that fails to meet their performance goals

When you’ve completed this step, you should have a comprehensive list of performance requirements and/or metrics to be met in the endorsement agreement.

Determining the compensation and/or benefits associated with the agreement

• Consider the type of compensation or benefits associated with the agreement (e.g. cash, free products, etc.)
• Determine the amount of compensation or benefits associated with the agreement
• Outline the terms of payment or delivery of the compensation or benefits
• Document all details in the endorsement agreement
• When all details are noted and agreed to, you can move on to the next step.

Establishing the value of any money or goods to be exchanged

• Determine the exact amount of money or goods to be exchanged in the endorsement agreement
• Agree on a timeline for payment or delivery of goods
• Create an itemized list of goods being exchanged, if applicable
• Include any additional costs associated with the exchange of money or goods
• Create any necessary contracts or agreements to ensure the exchange of money or goods is legally binding
• Once a timeline, list, and contracts have been established and agreed upon, the value of any money or goods to be exchanged will be established
• Check off this step and move on to the next step in the process.

Specifying any additional benefits, such as royalties, access to services, or publicity and promotional opportunities

• List out any additional benefits of the agreement that should be included, such as royalties, access to services, or publicity or promotional opportunities
• Include any details or specifics related to these benefits, such as how the royalties will be calculated or what type of services are included
• Include details about how any disputes related to these benefits will be handled
• Finalize any additional benefits that were negotiated, and make sure that all parties included agree and sign off on them
• When all parties have agreed and signed off on any additional benefits, you can check this off your list and move onto the next step.

Establishing the timeline for the agreement

• Determine how long the endorsement agreement will be in effect.
• Set a start date and end date for the agreement.
• Make sure to include provisions for renewal of the agreement.
• Consider any events or activities that may occur during the duration of the agreement and include them in the agreement.
• Once you have determined the start and end dates and any other pertinent details, document them in the agreement.

You’ll know you have completed this step when you have documented the start and end dates and any other pertinent details in the agreement.

Determining the start and end dates of the agreement

• Review any prior agreements to determine if the same start and end dates should be used
• Discuss the timeline with the parties involved and come to an agreement on the start and end dates
• Document the start and end dates for the agreement in writing
• Once the start and end dates are determined and documented in writing, this step can be considered complete and the next step can begin

Specifying any additional terms and conditions that apply to the timeline

• Identify any additional terms and conditions that must be included in the timeline.
• Consider any applicable laws that apply to the endorsement agreement and determine whether any additional terms and conditions should be included in the timeline.
• Make sure all additional terms and conditions are in line with the primary purpose of the agreement.
• Make sure all additional terms and conditions are clearly stated and unambiguous.
• Once all additional terms and conditions have been included in the timeline, check them for accuracy and make sure they’re clearly understood by both parties.

How you’ll know when you can check this off your list and move on to the next step:

• When all additional terms and conditions have been specified in the timeline and checked for accuracy, you can move on to the next step.

Specifying the roles and responsibilities of the parties involved

• Determine the specific roles and responsibilities of each party.
• Ensure that all roles, duties and obligations are clearly defined and understood.
• Include provisions for managing the relationship between the parties.
• Identify any necessary resources and/or support that each party will need to provide.
• Establish any reporting requirements or protocols.
• Provide any additional details that are needed to ensure that the parties are clear on their respective roles, duties, and obligations.

You will know you can check this off your list and move on to the next step once all roles and responsibilities are clearly defined and understood, and all necessary resources and/or support have been identified.

Identifying any specific tasks or activities required of each party

• Identify any specific tasks or activities that each party needs to perform or fulfill in order to complete the agreement
• List out and clearly define those tasks or activities for each party
• Make sure that the tasks or activities are laid out in the language of the agreement and are in line with the roles and responsibilities of each party
• Make sure that the tasks or activities specified are reasonable and achievable
• Ensure that all tasks or activities are properly documented in the agreement and that each party is aware of their obligations
• When all tasks or activities have been identified and documented, you can move on to the next step.

Defining any additional rights and obligations associated with the roles of each party

• Prepare a detailed list of any additional rights and obligations each party has in relation to the agreement
• Ensure any additional rights or obligations are clearly defined in the agreement
• Outline any additional parties or entities who need to be part of the agreement
• Consider any applicable laws and regulations that could affect the agreement
• Once the additional rights and obligations of each party have been identified and defined in the agreement, you can move on to the next step.

Defining the intellectual property rights associated with the agreement

• Identify the scope of the endorsement agreement and what rights are needed to support it
• Determine which intellectual property rights are necessary for the agreement
• Discuss any potential exclusivity arrangements and their duration
• Negotiate the rights and restrictions associated with the use of the intellectual property
• Draft an agreement outlining the terms negotiated for the intellectual property
• Have the agreement reviewed by legal counsel

Once the intellectual property rights associated with the agreement have been identified, negotiated, and documented, the step can be completed and you can move on to the next step.

Determining the ownership of any intellectual property developed during the agreement

• Consider who will own the intellectual property rights to any works that are created, developed, or modified during the agreement
• Determine who will have the exclusive right to use, license, or transfer the intellectual property developed during the agreement
• Ensure that the agreement clearly states who will own the intellectual property rights
• Review the agreement to confirm that all parties involved agree to the ownership of the intellectual property rights
• When the ownership of any intellectual property developed during the agreement is determined and confirmed by all parties, the step is complete and you can move on to the next step.

Specifying any restrictions on the use of intellectual property developed during the agreement

• Ensure that any intellectual property developed during the agreement is in compliance with the applicable laws and regulations
• Include language in the endorsement agreement that restricts the use of the intellectual property developed during the agreement to the parties involved
• Specify the circumstances under which the intellectual property may be used, including any restrictions on how it can be used and how it can be shared
• Make sure that any use or sharing of the intellectual property is legally permissible and that the parties involved are aware of any restrictions
• Once you have included the appropriate language in the endorsement agreement and all parties have agreed to the terms, you can check this off your list and move on to the next step.

Outlining any applicable laws and regulations that must be followed

• Identify any state, local, or federal laws that apply to the agreement.
• Read and understand the laws and regulations that apply to the agreement.
• Make note of any restrictions or requirements that must be followed.
• Include these restrictions or requirements in the agreement.

You can check this off your list and move on to the next step once you have identified, read, and understood the applicable laws and regulations, and included any restrictions or requirements in the agreement.

Researching any state, local, or federal laws that apply to the agreement

• Understand the scope of the agreement and the parties involved
• Research the relevant state, local, and federal laws that might apply
• Consult with a lawyer or legal advisor to ensure that all applicable laws are being adhered to
• Record any findings and document them
• Once all applicable laws have been identified and documented, you can check this off your list and move on to the next step.

Specifying any additional compliance requirements that must be met

• Make sure to review any specific requirements that may be necessary for the endorsement agreement. This may include any state, local, or federal regulations that apply to the agreement.
• Consult with a lawyer to ensure that all the necessary compliance regulations are included in the agreement.
• Identify any additional compliance requirements that must be met, such as specific licensing requirements or environmental regulations.
• Ensure that the agreement clearly states any additional compliance requirements that need to be met.
• Once you have reviewed the requirements and included them in the agreement, you can check this off your list and move on to the next step.

Establishing the termination clauses

• Include a clause that outlines the notice period for the other party in the event of a termination
• Specify the conditions that could trigger an early termination
• Make a decision on who will take responsibility of any outstanding liabilities or fees associated with the agreement
• Lay out the consequences of a breach of contract
• Agree on how long the agreement will remain in effect
• Check that the relevant laws in your jurisdiction are taken into consideration

You can check this off your list and move onto the next step when you have all the required clauses to define the conditions under which the agreement can be terminated.

Defining the conditions under which the agreement can be terminated

• Ensure that both parties are in agreement about when and how the agreement can be terminated
• Identify any potential legal issues that must be addressed when terminating the agreement
• Decide how long notice must be given before termination is effective
• Draft a clause that specifies the conditions under which the agreement can be terminated
• Review the clause with both parties for review and sign off

Once the conditions under which the agreement can be terminated have been established and agreed upon, this step can be checked off the list and you can move on to the next step.

Establishing any penalties to be paid upon termination

• Determine the type of penalty for termination of the endorsement agreement
• Establish the amount of the penalty and how it will be paid
• Outline the circumstances under which termination of the agreement will result in a penalty
• Decide how to handle any disputes over payment of the penalty
• Ensure that both parties are in agreement and properly document the penalty in the agreement

You’ll know you can check this off your list and move on to the next step when you’ve established the penalty and it has been properly documented in the agreement.

Drafting the agreement and having all parties sign

• Have all parties involved review the agreement to ensure all terms and conditions are outlined and agreed upon.
• Prepare the actual agreement with all details included and have it ready to be signed.
• Send the agreement out to all parties involved and have them sign it.
• Collect all signed copies of the agreement and store them in a safe place.

When you have all the signed copies of the agreement, you can check this off your list and move onto the next step which is writing the agreement in accordance with the outlined terms and conditions.

Writing the agreement in accordance with the outlined terms and conditions

• Ensure the agreement contains all necessary details, such as parties’ names and addresses, relevant dates, and signatures
• Read through the agreement to ensure it accurately reflects the agreed-upon terms and conditions
• Ensure the agreement is written in clear, concise language
• Carefully review the agreement for any errors or omissions
• Have a qualified lawyer review the agreement if necessary

Once the agreement is written in accordance with the outlined terms and conditions, it is ready to be signed by the parties involved.

Obtaining signatures from all parties involved in the agreement

• Contact the parties involved in the agreement (e.g. endorser, endorser’s representative, brand) to provide them with a copy of the agreement
• Ensure that the agreement is reviewed and approved by all parties involved
• Get each party to sign the agreement in the presence of a witness
• Make sure to keep a copy of the signed agreement and provide one to each party
• Once all signatures are obtained, you can check this off your list and move on to the next step.

FAQ:

Q: Are there any particular regulations I need to consider when drafting an endorsement agreement?

Asked by Gloria on June 1st 2022.
A: Yes, there are many regulations that you need to consider when drafting an endorsement agreement. Depending on the jurisdiction in which the agreement is being made, you will need to consult the relevant local, state and/or federal laws. This is especially important for international agreements, as each country may have its own set of regulations that you must comply with. Additionally, industry-specific regulations should be taken into consideration if the endorsement agreement is related to a specific industry or sector.

Q: What are the key elements of an endorsement agreement?

Asked by Miguel on December 12th 2022.
A: An endorsement agreement should contain several key elements to ensure that it is legally binding and enforceable. These key elements include a description of the product or service being endorsed, the terms and conditions of the endorsement, a list of any payments or benefits to be provided to the endorser, a clear statement of confidentiality, and a termination clause outlining how the agreement can be terminated by either party. It is also important to include an indemnification clause in case any liabilities arise from the endorsement agreement.

Q: How do I make sure my endorsement agreement is legally binding?

Asked by Carlos on April 5th 2022.
A: To ensure that your endorsement agreement is legally binding, you should first make sure that it is written in accordance with applicable laws in the jurisdiction in which it will be enforced. Additionally, all parties involved should sign and date the agreement and provide proof of identity such as driver’s licenses or passports. Finally, the terms of the agreement should be clear and unambiguous so that there can be no misunderstandings between parties.

Q: What do I need to consider when negotiating an endorsement agreement?

Asked by Maria on October 8th 2022.
A: When negotiating an endorsement agreement, you should take into account both parties’ objectives and interests. You should consider what type of payment or compensation will be provided to the endorser, as well as any additional benefits they may receive such as free products or services. It is also important to consider any restrictions that might be placed on either party in terms of how they can market or promote the product or service being endorsed. Lastly, it is important to consider how long the endorsement period will last and how either party can terminate it prematurely if necessary.

Q: What types of clauses should I include in an endorsement agreement?

Asked by Joseph on March 3rd 2022.
A: When drafting an endorsement agreement, there are several clauses that should be included in order to protect both parties’ interests. These include a confidentiality clause which outlines how confidential information will be handled; a termination clause which outlines when and how either party can terminate the contract; an indemnification clause which states that one party will not hold another party liable for losses due to specific actions; and a payment clause which outlines how compensation will be paid out to the endorser for their services. You may also want to include clauses related to marketing and promotion guidelines for both parties as well as specific restrictions placed on either party for using certain logos and images associated with the product or service being endorsed.

Q: Are there any specific tax implications I need to consider when entering into an endorsement agreement?

Asked by Jessica on August 11th 2022.
A: Yes, you should always consider tax implications when entering into an endorsement agreement. Depending on where your business is located and where the endorser resides, you may need to pay taxes on payments made under the contract as well as any other monetary benefits given to them as part of their endorsement. Additionally, if your business operates within certain countries with specific tax regulations, you may need to comply with those regulations as well. It is best practice to consult with a tax advisor prior to entering into any contractual agreements regarding endorsements so that you can ensure compliance with all applicable tax laws and regulations.

Example dispute

Suing a Company Over a Breach of Endorsement Agreement

• Plaintiff must be able to prove that they have a valid contract in place with the defendant, and that the defendant has broken a term of said contract.
• The plaintiff must prove that their suffering was directly caused by the defendant, and that the defendant had a duty of care to the plaintiff to adhere to the terms of the agreement.
• Plaintiff must be able to demonstrate the damages that they suffered due to the breach of the agreement, such as lost income, reputation damage, or other losses.
• The plaintiff will need to provide evidence that the defendant knew or should have known that their actions would result in harm to the plaintiff.
• The court will consider the specifics of the case in order to determine the amount of damages that should be awarded to the plaintiff, and/or if there should be an injunction to prevent the defendant from continuing to breach the agreement.
• Settlement could be reached through negotiation or mediation in order to avoid costly and lengthy litigation.

Templates available (free to use)

Celebrity Endorsement Contract
Endorsement Of Celebrity Agreement
Social Media Endorsement Policy
Testimonial Endorsement Release Simple

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