Real Work, Real Stories Legal
This Influencer Agreement (the “Agreement”) is entered into by and between [Influencer Name], an individual (the “Influencer”) and Summit Resource International, LLC, a Montana limited liability company, and its affiliates (the “Company”) on this [Date] (the “Effective Date”). The Company is an authorized distributor of SRI apparel Limited, a global apparel and accessory licensee of Caterpillar, Inc. This Agreement sets forth all terms and conditions with regard to Influencer’s performance of the Services (defined below) for Company in connection with its Real Work, Real Stories campaign (the “Campaign”), in exchange for certain compensation, products and/or experiences, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged.
1. Services. The list of services (the “Services”) required to be performed for the fees and compensation set forth herein are as follows:
a. Collaboration Specifications.
i. Photographs. Influencer will three (3) to five (5) images for Real Work, Real Stories campaign (the Campaign).
ii. Questions. Influencer will provide Company with answers to three (3) to four (4) submission questions for the Campaign.
b. Description Specifications. The Instagram post submissions must include the handle @catworkwear and hashtag #RealWorkRealStories Influencer.
c. Content of Images. “Content” shall include the image and description produced under fulfillment of the Services. Images must not include the names, products or images of any person, company or brand other than Influencer, Company, and Campaign.
i. Unapproved Content. The images shall not include any material that in any way is derogatory, pornographic, discriminatory, racist, violent, is related to drugs or alcohol, or is offensive or illegal.
ii. Music. If the Content includes music, the Influencer must have obtained a royalty-free license to use such music and Influencer bears the cost of such license.
iii. Third Party IP. Influencer shall not infringe on any intellectual property rights of third parties. Influencer is responsible for obtaining a license to use intellectual property rights of others and shall bear such cost.
d. Modification of Deadlines. Company reserves the right to modify the dates for the above posts at its sole discretion. Company will give Influencer reasonable notice of any such changes.
2. Compensation. In consideration for the Services rendered above, Company will provide Influencer with CAT® Work Wear gift card for use on www.catworkwear.com. Influencer to pay all applicable shipping and taxes associated with the use of the gift card.
3. Intellectual Property Rights.
Intellectual Property Rights
a. Work Product. Any Services performed and/or work product developed by the Influencer hereunder for Company as “work made for hire” according to the U.S. Copyright law, and such work product, including all copyrights, trademarks and other intellectual property rights embodied therein (collectively, the “Work Product”) shall be owned exclusively by Company. In the event any portion of the Work Product is not considered “work made for hire” or as otherwise necessary to ensure full ownership of the Work Product by Company, Influencer hereby assigns to Company all right, title, and interest in and to such Work Product. Influencer will sign any additional documents that may be reasonably necessary to effect such assignment.
b. Intellectual Property Rights. No license or other right of any kind is granted by Caterpillar, Inc or the Company to Influencer, except as expressly provided in this Agreement. Influencer shall not use Caterpillar’s or the Company’s copyrights, trademarks, trade names, or other intellectual property in any way except to the limited extent as may be expressly agreed in this Agreement.
c. Influencer’s Content and Attributes. For the Services which Influencer is providing under this Agreement, and without limiting Company’s ownership of the Work Product as specified above, Influencer gives Company the irrevocable, sub-licensable, worldwide right and permission to use any Work Product or other video, photo, written or verbal content Influencer shares or provides related to the Services (collectively, “Company-Related Content”) in any manner, in whole or in part, and for any purpose in any and all media, including publications on Company owned or controlled websites and platforms, any advertising materials, marketing materials, social media, and/or internal Company presentations and in any and all other media for a period of one (1) year following the End Date (defined below). This such use does not warrant further compensation or payment to Influencer.
4. Representations and Warranties.
a. Representations of Influencer.
i. Able to Enter into Agreement. Influencer represents that they are at least eighteen (18) years of age and fully capable of understanding and
performing the terms of this Agreement without the assistance or permission of any third party.
ii. No Infringement. Influencer represents they are the original and sole creator of the Content and has not copied any portion of the Content from any other source. Influencer will adhere to Federal Trade Commission
Guides and has the right to contract in Influencer’s own name.
iii. Truth in Statements. All statements made about the images must be truthful, not misleading, and reflect the genuine and true views or impressions of the Influencer as to the Company and Campaign (the “Influencer Views”). If the Influencer Views are not positive in nature, Influencer must not sign this Agreement. Furthermore, Influencer will promptly notify Company if Influencers’ opinion of Company changes from which Influencer has expressed to Company to date.
iv. Endorsement and Commercial Use. Influencer understands that rendering the Services under this Agreement may be deemed an endorsement of the Company and the Campaign. Influencer further understands that the Services rendered are for the commercial use and purposes of the
v. Comply with Other Policies and Laws. Influencer represents that they will comply with all applicable laws, rules and regulations, as well as the terms, conditions, guidelines and policies of any social medial platform or service in rendering the Services provided for herein.
5. Relationship of Parties. Influencer’s relationship with Company is that of an independent contractor, and nothing in these Terms is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. Influencer will not be entitled to any of the benefits that Company may make available to its employees. Influencer is not authorized to make any representation, contract, or commitment on behalf of Company unless specifically requested or authorized in writing to do so by an authorized officer of Company. Influencer is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of the Services and receipt of fees under this Agreement and will hold Company harmless from and against any tax liability associated with fees hereunder. No part of Influencer’s compensation will be subject to withholding by Company for the payment of any social security, federal, state, or any other employee payroll taxes.
6. Confidential Information. Unless authorized by Company, Influencer agrees to hold all Confidential Information (as defined below) in strict confidence, not to disclose Confidential Information to any third parties, provided that Influencer may disclose Confidential Information and the terms of this Agreement to its business and legal representatives provided that the party to whom such information is disclosed is bound by confidentiality provisions at least as protective as the terms, and to use Confidential Information solely for the purpose of fulfilling its obligations under this Agreement. “Confidential Information” shall mean all information, excluding information available from the public domain, disclosed by Company to Influencer related to this Agreement or the current, future and proposed business, products, and services of Company. The restrictions set forth in this Section 6 will not apply to information that is required to be disclosed by applicable laws or regulations, provided that Company is given the opportunity to review and redact the information prior to disclosure.
a. The Agreement. Both parties agree to keep the contents of this Agreement, including the compensation, confidential.
b. Survival. Notwithstanding any other provision of this Agreement, Section 6 of this Agreement is to remain in effect for three (3) years following the End Date.
7. Term/Termination. This Agreement shall commence on the Effective Date and terminate on the 31st of December, 2023 (the “End Date”).
a. Governing Law. This Agreement is made under and shall be governed by and interpreted in accordance with the laws of the State of Montana, Gallatin County.
b. Other Use and Assignment. Influencer shall not use the Content for any purpose other than fulfilling this Agreement. Influencer may not assign the Agreement or any of Influencer’s obligations under this Agreement.
c. Severability. If any provision of this Agreement shall be found invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties.
d. Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which together shall constitute one and the same instrument. For purposes of this Agreement, electronic copies and signatures of this document shall be treated the same as originals.
By executing this Agreement, the parties represent and warrant that they have entered into this Agreement freely and without coercion or duress.
IN WITNESS WHEREOF, the parties hereto have caused their duly-authorized representatives to execute this Agreement as of the date first-above written:
By: Summit Resource International, LLC