Agency Proposal for Instagram Influencers

REPRESENTATIONS AND WARRANTIES (a) Mutual Representations. Each party represents and warrants to the other, as of the Effective Date and throughout the term of this Agreement, that: (i) Authority. It has the full legal right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (ii) No Conflicts. Its execution, delivery, and performance of this Agreement do not and will not: (A) violate any applicable law, regulation, or court order; or (B) conflict with or result in a breach of any agreement to which it is a party; (iii) Binding Obligation. This Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms; (iv) No Litigation. As of the Effective Date, there is no pending or, to its knowledge, threatened legal proceeding that would materially impair its ability to perform its obligations under this Agreement; and (v) Compliance with Law. It will comply with all applicable laws and regulations in performing its obligations or exercising its rights under this Agreement. (b) Agency Representations. Your name / business name additionally represents and warrants that: (i) Professional Standards. It will perform the Services in a professional and workmanlike manner consistent with industry standards; (ii) Non-Infringement. The materials, methodologies, and content created by Your name / business name (excluding Client-supplied content) will not, to Your name / business name's knowledge, infringe or misappropriate any third party's copyright, trademark, patent, trade secret, or other intellectual property right; (iii) Qualifications. It has the skills, experience, and qualifications necessary to perform the Services; and (iv) No Deceptive Practices. It will not engage in deceptive, unfair, or fraudulent practices in connection with the Services, including practices that violate the FTC Act or any analogous consumer-protection law. (c) Client Representations. Client name / business name additionally represents and warrants that: (i) Content Accuracy. All product descriptions, claims, pricing information, testimonials, and other materials supplied by Client name / business name to Your name / business name for publication or promotion are, to Client name / business name's knowledge, truthful, accurate, and not misleading, and are substantiated by competent and reliable evidence where required by applicable law; (ii) Ownership and Licenses. Client name / business name owns or has obtained all necessary rights, licenses, and permissions for all content, assets, images, trademarks, and data that Client name / business name provides to Your name / business name for use in the Services, and Client name / business name's provision of such materials to Your name / business name does not violate any third party's intellectual property rights; (iii) Regulatory Compliance. Client name / business name's products, services, and business practices comply with all applicable laws and regulations, and Client name / business name is not aware of any pending or threatened regulatory investigation or enforcement action that would affect the permissibility of the Services; (iv) Account Authority. Client name / business name has or will obtain all necessary rights, consents, and authorities to grant Your name / business name access to Client name / business name's systems, accounts, and platforms required to perform the Services; and (v) No Restricted Industry Violations. Client name / business name's products and services do not violate the applicable policies of the platforms on which the Services will be performed. (d) Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Your name / business name DOES NOT WARRANT SPECIFIC BUSINESS OUTCOMES, REVENUE RESULTS, OR OTHER SPECIFIC RESULTS OR OUTCOMES FROM THE SERVICES.

INTELLECTUAL PROPERTY OWNERSHIP (a) Background IP. Each party retains all right, title, and interest in its Background IP. "Background IP" means all intellectual property owned or licensed by a party prior to the Effective Date or developed independently of this Agreement. Each party grants the other a limited, non-exclusive, royalty-free license to use its Background IP solely to the extent necessary to perform or receive the Services during the term of this Agreement. (b) Deliverables — Work-for-Hire Designation. To the extent that any Deliverable constitutes a "work made for hire" as defined in 17 U.S.C. § 101 (including as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, as an instructional text, as a test, as answer material for a test, or as an atlas), such Deliverable is a work made for hire for Client name / business name, and Client name / business name will be the author and owner of the copyright therein from the moment of creation. (c) Assignment. To the extent that any Deliverable does not qualify as a work made for hire, Your name / business name hereby irrevocably assigns to Client name / business name, effective upon receipt of full payment for such Deliverable, all right, title, and interest in and to such Deliverable, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights worldwide, in perpetuity. (d) License for Partially-Paid Deliverables. If this Agreement terminates before Client name / business name has paid in full for a Deliverable, Your name / business name grants Client name / business name a non-exclusive, non-transferable, revocable license to use that Deliverable solely for Client name / business name's internal purposes until the outstanding balance is paid, at which point the assignment in Section (c) becomes effective. (e) Agency Portfolio License. Client name / business name grants Your name / business name a non-exclusive, royalty-free, perpetual license to display the Deliverables (excluding any Confidential Information) in Your name / business name's portfolio, case studies, and marketing materials, unless Client name / business name notifies Your name / business name in writing that a specific Deliverable is subject to confidentiality restrictions. (f) Third-Party Content. Your name / business name will obtain all necessary licenses for third-party content (stock images, fonts, music, software) incorporated into Deliverables, and will disclose to Client name / business name any third-party license restrictions that limit Client name / business name's use of the Deliverables. (g) Moral Rights. To the extent permitted by applicable law, Your name / business name waives all moral rights in the Deliverables in favor of Client name / business name. (h) Agency Tools & Methodologies. Notwithstanding the foregoing, Your name / business name retains all right, title, and interest in its proprietary tools, templates, methodologies, know-how, and general processes used to create the Deliverables. Client name / business name's rights are limited to the Deliverables themselves.

CONTENT OWNERSHIP AND LICENSE Section number.1 Influencer Ownership. As between the parties, Influencer retains all copyright and ownership rights in the Sponsored Content. Influencer is the sole author for copyright purposes. Section number.2 License Grant to Brand. Influencer grants Brand a non-exclusive license to use, reproduce, distribute, and publicly display the Sponsored Content, subject to the following limitations: (a) Duration: License duration (e.g., "for the duration of the campaign," "for twelve (12) months from the posting date," or "perpetually"). (b) Territory: License territory (e.g., "United States," "worldwide"). (c) Permitted Channels: Permitted distribution channels (e.g., Brand's owned social media, Brand's website, email newsletters). Use outside these channels requires written amendment. Section number.3 Alteration Rights. Brand no [SELECT: "MAY" / "MAY NOT"] alter, edit, crop, or modify the Sponsored Content. If alteration is permitted, Brand must: (a) not alter Sponsored Content in a way that misrepresents Influencer's opinion, association, or endorsement; and (b) obtain Influencer's written approval before publishing any materially altered version. Section number.4 Paid Advertising Use. Brand false [SELECT: "MAY" / "MAY NOT"] use the Sponsored Content in paid advertising (including social media ads, programmatic display, sponsored search). If paid advertising use is permitted, it is subject to: (a) an additional paid amplification fee of Additional paid advertising fee ($) or the whitelisting terms in Section [whitelisting-allowlisting-rights]; and (b) Influencer's prior approval of the specific ad creative before it goes live. Section number.5 Sublicensing. Brand Can Brand sublicense to affiliates/retailers? (yes/no) [SELECT: "MAY" / "MAY NOT"] sublicense the Sponsored Content to Brand's retail partners, affiliates, or distributors. Any permitted sublicense is limited to the same duration, territory, and channel restrictions as the license in this Section. Section number.6 Influencer's Retained Right to Post. Notwithstanding Brand's license, Influencer retains the right to post and display the Sponsored Content on Influencer's own social media channels and portfolio throughout the license period, subject to any exclusivity or confidentiality restrictions in this Agreement.

Representations Regarding Audience Authenticity. Your name / business name represents, warrants, and covenants to Brand/Company Legal Name that, as of the Effective Date of this Agreement and throughout the Term: (a) Authentic Followers. The follower count on Your name / business name's Platform Name (e.g., 'Instagram', 'TikTok') account (currently reported as Current Follower Count (as of Effective Date)) reflects authentic, organic followers and has not been artificially inflated through the purchase of fake followers, bots, or engagement pods. Your name / business name has not, within the twelve (12) months preceding the Effective Date, purchased followers, likes, comments, or other engagement metrics from any third-party service. (b) Organic Engagement. The engagement rate on Your name / business name's account (likes, comments, shares, saves, and other interactions) reflects organic audience engagement and has not been artificially inflated through paid engagement services, bot networks, engagement pods, or other inauthentic means. (c) Platform Compliance. Your name / business name's Platform Name (e.g., 'Instagram', 'TikTok') account is in good standing and Your name / business name has not violated Platform Name (e.g., 'Instagram', 'TikTok')'s Terms of Service, Community Guidelines, or any other applicable platform policies within the twelve (12) months preceding the Effective Date, and Your name / business name will not violate such policies during the Term. (d) Accurate Reporting. All audience demographic data, engagement metrics, and analytics information provided to Brand/Company Legal Name prior to or during the Term are accurate, complete, and derived from Your name / business name's actual account performance as reported by Platform Name (e.g., 'Instagram', 'TikTok') or a reputable third-party analytics provider. Audit Rights. Brand/Company Legal Name may, at its own expense and upon reasonable advance notice, engage a third-party auditor to verify Your name / business name's follower authenticity and engagement metrics using commercially available tools (e.g., HypeAuditor, Social Blade, or similar services). If such audit reveals that more than Fraud Threshold (e.g., '10%', '15%', or '0%' for zero tolerance) of Your name / business name's followers are fake, bots, or otherwise inauthentic, or that Your name / business name has materially misrepresented engagement metrics, Brand/Company Legal Name may terminate this Agreement immediately, demand a full refund of any fees paid, and pursue any other remedies available at law or in equity. Consequences of Breach. Any breach of the representations set forth in this Section constitutes a material breach of this Agreement and entitles Brand/Company Legal Name to the remedies set forth in the Termination for Cause and Indemnification clauses of this Agreement.

Section number. FTC ENDORSEMENT DISCLOSURE Section number.1 Disclosure Obligation. Influencer agrees to clearly and conspicuously disclose the material connection between Influencer and Brand in all Sponsored Content created or posted under this Agreement, in compliance with the Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255), as amended. Section number.2 Disclosure Standards. All disclosures must: (a) be placed where they are easily noticed and understood by the audience before they engage with the claim or call to action; (b) use clear, unambiguous language such as "#ad," "#sponsored," or "#paidpartnership" (not vague terms like "#partner" or "#collab" unless clarified); (c) not be buried in a string of hashtags or hidden behind a "more" button or link; and (d) be visible without requiring the audience to click, expand, or take any additional action. Section number.3 Platform-Specific Compliance. When a social media platform provides a built-in branded content disclosure tool (such as Instagram's "Paid partnership with" tag or YouTube's "Includes paid promotion" checkbox), Influencer must use such tool in addition to, not in lieu of, the textual disclosure required by Section Section number.2, unless Brand provides prior written approval to rely solely on the platform tool. Section number.4 Video and Audio Content. For video or audio Sponsored Content, Influencer must provide a verbal disclosure (e.g., "This video is sponsored by [Brand]") within the first thirty (30) seconds of the content, in addition to any visual or written disclosure. Section number.5 Ongoing Posts. The disclosure obligation applies to all Sponsored Content, including initial posts and any subsequent shares, re-posts, or stories that reference the Brand or the campaign, for as long as the material connection exists. Section number.6 Brand Approval. Brand reserves the right to review and approve Influencer's disclosure language prior to posting. If Brand determines that a disclosure does not meet FTC standards, Influencer will modify or supplement the disclosure within four (4) hours of Brand's written notice. Section number.7 Liability. Influencer acknowledges that failure to comply with FTC disclosure requirements may subject both Influencer and Brand to FTC enforcement action, civil penalties, and reputational harm. Influencer agrees to indemnify Brand for any losses arising from Influencer's failure to comply with this Section.

FTC Disclosure Placement and Language (Prescriptive). To ensure compliance with the Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255) and the FTC's interpretive guidance rejecting vague or ambiguous disclosures, both parties covenant that every piece of sponsored content, brand partnership, or paid endorsement published under this Agreement shall meet ALL of the following prescriptive requirements: 1. MANDATORY DISCLOSURE LANGUAGE Every disclosure must use one of the following FTC-compliant disclosure phrases, and no other language shall satisfy this requirement: (a) "#ad" (must appear as a standalone hashtag); (b) "#sponsored" (must appear as a standalone hashtag); (c) "Paid partnership with Brand Name (as it should appear in disclosures)"; (d) "Sponsored by Brand Name (as it should appear in disclosures)"; (e) "I was paid by Brand Name (as it should appear in disclosures) to [post this / create this content / share this review]"; or (f) A platform-native paid-partnership disclosure tool (e.g., Instagram's 'Paid partnership with [Brand]' label, YouTube's 'Includes paid promotion' checkbox, TikTok's 'Paid partnership' toggle), provided that: (i) the platform tool is enabled and displayed in the initial view of the content without requiring the viewer to click, expand, or scroll; AND (ii) the platform tool is used IN ADDITION TO, not in lieu of, one of the text-based disclosures listed in (a)–(e) above, unless the platform tool appears as the FIRST element visible in the content feed entry. Prohibited Vague Language. The following phrases DO NOT satisfy FTC disclosure requirements and shall not be used as substitutes for the mandatory disclosures above: - "Thanks to [Brand]" or "Thank you [Brand]" - "In collaboration with [Brand]" (unless immediately followed by "This is a paid partnership") - "Partner" or "Ambassador" (standing alone without "paid" modifier) - "Gifted by [Brand]" (insufficient for paid compensation; may be used only for non-monetary compensation if immediately preceded by a disclosure from (a)–(e) above) - Disclosures embedded within a string of unrelated hashtags (e.g., "#love #inspo #blessed #ad #goals") 2. PLACEMENT REQUIREMENTS Disclosures must be placed as follows, depending on content format: (a) Social media feed posts (Instagram, Facebook, LinkedIn, X/Twitter, Threads): (i) The disclosure must appear in the FIRST THREE (3) WORDS or FIRST LINE of the caption text, visible BEFORE the 'more,' '...,' or 'see more' fold/truncation point; (ii) If the post includes both text and a hashtag disclosure, the hashtag disclosure (e.g., "#ad") must appear within the first three hashtags and may not be buried among ten or more other hashtags; (iii) The disclosure may not appear ONLY in the comments section, ONLY in a profile bio, or ONLY in a separate linked page. (b) Instagram Stories, TikTok Stories, Snapchat, and ephemeral content: (i) The disclosure must appear as ON-SCREEN TEXT overlaid on the content frame itself, visible in the initial frame or within the first Ephemeral Content: Disclosure Must Appear Within First N Seconds seconds; (ii) The disclosure must remain on screen for at least 3 seconds per story card or frame; (iii) The disclosure must be placed in the TOP HALF of the screen and must not be obscured by stickers, GIFs, polls, or other interactive elements; (iv) Font size must be at least 16 point (or equivalent in the platform's text overlay tool); color must contrast sufficiently with the background to be clearly readable. (c) Video content (YouTube, TikTok, Instagram Reels, Facebook Reels): (i) VISUAL disclosure: The disclosure must appear as on-screen text within the FIRST 3 SECONDS of the video and must remain visible for at least 5 seconds; (ii) Font size must be at least 24 point; font color must contrast with the background such that the disclosure is clearly readable without squinting or pausing; (iii) The disclosure may not appear in a font or color that blends into the video background, and may not be displayed during a fast-moving or visually complex sequence that obscures readability; (iv) AUDIO disclosure: In addition to the visual disclosure, the creator or voice-over must state verbally within the first 3 seconds: "This video is sponsored by Brand Name (as it should appear in disclosures)" or "I was paid by Brand Name (as it should appear in disclosures) to create this video" or substantially equivalent language; (v) The video caption or description must ALSO include a text-based disclosure per subsection (a) above. (d) Podcast and audio-only content: (i) The host or creator must state verbally at the START of the sponsored segment: "This segment is sponsored by Brand Name (as it should appear in disclosures)" or "I'm being paid by Brand Name (as it should appear in disclosures) to tell you about [product/service]" or substantially equivalent language; (ii) If the entire episode is sponsored, the disclosure must be stated within the first 2 minutes of the episode; (iii) A mid-roll or end-of-episode disclosure is INSUFFICIENT unless the sponsor is not mentioned or discussed until that point in the episode; (iv) Any podcast show notes, episode description, or accompanying blog post must also include a text-based disclosure. (e) Blog posts and long-form written content: (i) The disclosure must appear ABOVE THE FIRST PARAGRAPH of the sponsored content, set off by bold text, a border, or a shaded background to distinguish it from the body text; (ii) Acceptable placement language: "This post is sponsored by Brand Name (as it should appear in disclosures). I received [monetary compensation / free products] in exchange for this review." or substantially equivalent; (iii) The disclosure may not appear ONLY in a sidebar, footer, generic disclaimer page, or 'about' page. (f) Email newsletters: (i) The disclosure must appear in the email subject line (e.g., "[Sponsored] [Newsletter title]") OR immediately following the email header/greeting and BEFORE the first paragraph of the sponsored content; (ii) If the email contains multiple sections and only one is sponsored, the disclosure must appear immediately preceding the sponsored section, not at the top of the entire email unless clearly indicating which section is sponsored. 3. SIZE, FONT, AND COLOR REQUIREMENTS (Video and Visual Content) (a) Minimum font size: (i) Instagram/Facebook Stories, TikTok, Reels, and short-form vertical video: 16 point or equivalent (approximately 5-7% of screen height); (ii) YouTube, horizontal video, and long-form content: 24 point or equivalent. (b) Font color and contrast: (i) If the background is dark, disclosure text must be white, yellow, or a high-contrast light color; (ii) If the background is light, disclosure text must be black, dark blue, or a high-contrast dark color; (iii) The disclosure may not use low-opacity or semi-transparent text; (iv) The disclosure may not use a font color that is similar to the background color or that blends into the video scene. (c) Placement on screen: (i) The disclosure must appear in the TOP THIRD of the screen (not bottom corner or edge where it may be cropped by platform UI elements or obscured by captions); (ii) The disclosure may not be overlaid on top of fast-moving visual elements, faces, or text-heavy scenes that would make it difficult to read. 4. AUDIO DISCLOSURE REQUIREMENTS (Spoken Content) For any content format that includes spoken audio (video, podcast, live stream, voice-over), the creator must state the material connection verbally in clear, conversational language: (a) Timing: The verbal disclosure must occur within the first 3 seconds of the content (or the first 2 minutes for podcast episodes); (b) Clarity: The disclosure must be stated at normal speaking volume and pace, not rushed or mumbled; (c) Language: Acceptable verbal disclosures include: (i) "This video is sponsored by Brand Name (as it should appear in disclosures)."; (ii) "I'm partnering with Brand Name (as it should appear in disclosures) on this video." (only if immediately followed by: "which means I'm being paid"); (iii) "Brand Name (as it should appear in disclosures) paid me to share this with you."; (iv) "I received free products and compensation from Brand Name (as it should appear in disclosures) for this review." (d) Proximity: The verbal disclosure must occur BEFORE or SIMULTANEOUSLY WITH the first mention or visual appearance of the sponsored product or brand, not after. 5. APPROVAL, MONITORING, AND CORRECTION OBLIGATIONS (a) Pre-publication review: Both (specify: Agency or Brand or Both) shall review every piece of content for disclosure compliance before the content is published. No content may be posted without written or electronic approval confirming that the disclosure meets all requirements of Sections 1–4 above. (b) Post-publication audit: Within 24 hours of each content piece going live, Both shall verify that: (i) the disclosure appears in the published post as approved; (ii) the disclosure meets all placement, size, and timing requirements; and (iii) the disclosure has not been edited, removed, or obscured by the creator after initial posting. (c) Correction protocol: If a non-compliant disclosure is identified in a live post: (i) Both shall notify the creator in writing within 24 hours; (ii) The creator must correct the disclosure deficiency within 24 hours of receiving the notice; (iii) If the platform or content format does not allow editing (e.g., Instagram Stories, TikTok video caption edit restrictions), the creator must either: (A) delete and re-post the content with a compliant disclosure, or (B) post a separate correction disclosure as the immediately following post/story; and (iv) If the creator fails to correct or remove the non-compliant content within the specified period, Both shall have the right to demand immediate removal and to withhold 10% of any remaining unpaid compensation as liquidated damages. (d) Record retention: Both shall maintain screenshots, video recordings, or other documentation of disclosure compliance for each content piece for a period of 3 years, and shall make such records available to the other party or to regulatory authorities upon request. 6. REPRESENTATIONS AND INDEMNIFICATION (a) Both represents and warrants that it has provided or will provide written disclosure guidance to every influencer, creator, or endorser engaged under this Agreement, and that such guidance includes the prescriptive requirements set forth in Sections 1–4 above. (b) Each party shall indemnify the other party from and against any FTC civil penalty, state consumer-protection fine, or regulatory enforcement action arising from a disclosure violation for which the indemnifying party is principally responsible, as determined by: (i) if the non-compliant content was published without the other party's prior review or approval: the party that published or authorized publication; (ii) if the non-compliant content was approved by both parties: shared liability, apportioned 50/50 unless the parties agree otherwise in writing; or (iii) if the non-compliant disclosure was corrected within the time frames specified in Section 5(c) but regulatory action was nevertheless initiated: shared liability, apportioned by the parties' relative control over the content and compliance process, as determined by written agreement or final judicial determination. 7. FTC PENALTY ACKNOWLEDGMENT Both parties acknowledge that, as of the Effective Date of this Agreement, the FTC's civil penalty authority permits fines of up to $50,120 per violation (subject to annual adjustment for inflation), and that each non-compliant post, video, story, or other content piece may constitute a separate violation. The prescriptive requirements in this clause are intended to mitigate that liability and are not mere best practices—they reflect the FTC's published enforcement positions and interpretive guidance.

1. Required Hashtags. For each Deliverable posted under this Agreement, Your name / business name will include the following hashtags in the caption or first comment, as specified: Required Hashtags (list each, e.g., '#ad, #BrandNameCampaign, #ProductName') 2. Required @Mentions. For each Deliverable, Your name / business name will tag ("@mention") the following Platform Name (e.g., 'Instagram', 'TikTok') account(s) in the caption, first comment, or image/video tag field, as specified: Required @Mentions (e.g., '@brandname') 3. Placement of Disclosure Hashtags. If a Deliverable is required to include an FTC disclosure hashtag (e.g., #ad, #sponsored, #partnership, or #[BrandName]Partner), Your name / business name will place the disclosure hashtag Disclosure Hashtag Placement (e.g., 'in the first line of the caption, before any other text or hashtags' or 'anywhere in the caption'). 4. Campaign Tracking Hashtags. The hashtags specified in Section 1 include both: (a) branded campaign hashtags that Brand/Company Legal Name uses to track campaign performance and user-generated content (e.g., #[BrandName][CampaignName]), and (b) FTC-required disclosure hashtags. Your name / business name acknowledges that Brand/Company Legal Name relies on the consistent and accurate use of these hashtags to measure the success of the campaign and to ensure regulatory compliance. 5. Prohibition on Hashtag Deletion or Editing. Your name / business name will not delete, edit, or otherwise alter the required hashtags or @mentions after posting, except: (a) to correct a typographical error in consultation with Brand/Company Legal Name, or (b) as required by Platform Name (e.g., 'Instagram', 'TikTok') or applicable law. Any modification to required hashtags or mentions must be approved in writing by Brand/Company Legal Name in advance. 6. Monitoring and Verification. Brand/Company Legal Name will monitor Your name / business name's Deliverables to verify compliance with the hashtag and mention requirements. If Brand/Company Legal Name discovers that a Deliverable is missing a required hashtag or mention, or that Your name / business name has deleted or altered a required hashtag or mention without authorization, Brand/Company Legal Name will notify Your name / business name in writing, and Your name / business name will cure the deficiency within 3 of receiving notice. 7. Consequences of Non-Compliance. If Your name / business name fails to include the required hashtags or mentions, or deletes or alters them without authorization, and does not cure the deficiency within the period specified in Section 6, Brand/Company Legal Name may: (a) withhold payment corresponding to the non-compliant Deliverable(s), (b) demand that Your name / business name re-post the Deliverable with compliant hashtags and mentions at no additional charge, or (c) terminate this Agreement for cause and demand a refund of any advance payment corresponding to non-compliant Deliverables. For clarity, failure to include an FTC-required disclosure hashtag in the proper location constitutes a material breach of this Agreement.

Section number. DELIVERABLES AND POSTING SCHEDULE Section number.1 Deliverables. Influencer agrees to create and post the following Sponsored Content (the "Deliverables"): The Influencer proposes to deliver a sponsored Instagram content campaign consisting of the number of feed posts, Stories, and Reels specified in the deliverables matrix, published according to the agreed posting schedule. All content will include required FTC disclosures, pass through Brand's approval process, and be tracked against performance metrics including impressions, engagement rate, and reach; Brand will receive usage rights for content amplification as specified herein. Section number.2 Posting Schedule. Influencer will post the Deliverables according to the following schedule: Posting Schedule (dates and times) Section number.3 Content Approval. Influencer will submit each Deliverable to Brand for approval at least 24 hours prior to the scheduled posting time. Brand will approve or request revisions within 24 hours of receipt. If Brand does not respond within the approval window, the Deliverable is deemed approved. Section number.4 Revisions. If Brand requests revisions, Influencer will implement the requested changes and resubmit for approval within twelve (12) hours. Brand may request up to two (2) rounds of revisions per Deliverable at no additional cost. Section number.5 Posting Confirmation. Influencer will provide Brand with a direct link to each posted Deliverable and a screenshot showing the post's public visibility within two (2) hours of posting. Section number.6 Minimum Live Duration. Influencer agrees to keep each Deliverable live and publicly accessible on the designated platform for a minimum of 30 days from the posting date, unless Brand consents in writing to earlier removal or Section [content-takedown] applies. Section number.7 Performance Metrics. If specified in the applicable Statement of Work, Influencer will provide Brand with performance metrics (impressions, reach, engagement, clicks) for each Deliverable within seven (7) days of the end of the Minimum Live Duration.

BRAND GUIDELINES AND CONTENT RESTRICTIONS Section number.1 Compliance Obligation. Influencer agrees to create all Sponsored Content in compliance with Brand's Brand Guidelines and Creative Brief attached as Exhibit containing Brand Guidelines. Brand Guidelines include: (a) approved messaging and claims; (b) required hashtags and campaign tags; (c) visual standards (logo usage, color palette, imagery); and (d) tone and voice guidelines. Section number.2 Content Approval Process. Influencer shall submit draft Sponsored Content to Brand for review at least 3 days before the intended posting date. Brand shall respond within 48 hours of receipt with either: (a) written approval; or (b) written revision requests specifying each required change in detail. If Brand does not respond within 48 hours, the draft is deemed approved. Section number.3 Revision Rounds. The Fee includes 2 round(s) of revisions per content deliverable. A revision round means one consolidated written list of changes submitted in a single communication. Piecemeal feedback does not constitute a revision round. Section number.4 Violation Consequences—Graduated Response. (a) First Violation. If Influencer posts Sponsored Content that materially violates the Brand Guidelines without prior approval, Brand will send written notice identifying the violation. Influencer shall remove or correct the non-compliant content within 5 business days. No fee reduction applies for a cured first violation. (b) Second Violation. If a second material violation occurs during the same campaign, Brand may: (i) withhold 20% of the remaining unpaid Fee as a fee reduction; and (ii) require Influencer to submit all future content for approval before posting. (c) Material or Willful Violation. If Influencer posts content that is false, defamatory, illegal, or directly contradicts Brand Guidelines in a way that causes Brand reputational harm, Brand may terminate this Agreement immediately, withhold all unpaid fees, and seek indemnification for documented damages under the indemnification provisions of this Agreement. Section number.5 Brand Approval Deadlock. If Brand has not approved Influencer's content after 2 revision rounds despite Influencer's good-faith compliance with each round's feedback, the parties will escalate to a senior representative of each party within five (5) business days to resolve the dispute. If unresolved, Influencer is entitled to fifty percent (50%) of the Fee as a kill fee, and neither party has further obligations. Section number.6 Ownership of Rejected Content. Content that Brand rejects and for which a kill fee is paid under Section Section number.5 remains owned by Influencer, who may repurpose or publish the content without Brand's name, likeness, or products.

CONTENT APPROVAL AND REVISION PROCESS 1. Submission. Influencer shall submit all Sponsored Content to Brand for review via Submission method (e.g., email, shared drive) at least 3 days before the intended posting date. 2. Brand Review Period. Brand shall respond within 48 hours of receipt with either: (a) written approval; or (b) written revision requests that specify each required change in sufficient detail for Influencer to address. If Brand does not respond within 48 hours of confirmed receipt, the submitted content is deemed approved and Influencer may post. 3. Influencer Revision Period. If Brand requests revisions, Influencer will incorporate the requested changes and resubmit within 24 hours. Each resubmission resets Brand's 48-hour review clock. 4. Maximum Revision Rounds. The parties will repeat the approval/revision cycle for a maximum of 2 round(s). After the maximum revision rounds are exhausted: (a) if Brand still has not approved, Section 6 (Approval Deadlock) applies; (b) if Influencer has failed to comply with Brand's feedback in good faith, Brand may withhold the applicable content deliverable fee. 5. Major Revisions. If Brand's revisions require a fundamentally different concept, reshooting, or changes that go beyond the original Creative Brief, such changes constitute additional scope and Influencer may invoice Brand for additional compensation before proceeding. Influencer is not required to implement major revisions within the standard revision timeline. 6. Approval Deadlock. If Brand has not approved content after 2 rounds despite Influencer's good-faith compliance: (a) Influencer receives 50% of the content deliverable fee as a kill fee; (b) Brand owns no rights to the unapproved content; and (c) Influencer may repurpose the content without Brand's name or products. 7. No Early Posting. Influencer will not post or publish any Sponsored Content before written approval is received or deemed approval has occurred under Section 2. Early posting without approval is a material breach. 8. Ownership of Rejected Content. Content that Brand rejects (and for which a kill fee is paid under Section 6) remains owned by Influencer with no further license to Brand.

1. Payment Amount. Brand/Company Legal Name will pay Your name / business name the total compensation of Payment Amount (for Stated Consideration variant) (the "Fee") for the Services and Deliverables described in the Statement of Work or Exhibit A. 2. Payment Schedule. The Fee will be paid according to the following schedule: Payment Schedule (e.g., '50% upfront, 50% upon posting') 3. Payment Contingencies. Payment is contingent upon: (a) Your name / business name's full performance of the Services and delivery of all Deliverables in accordance with the specifications, deadlines, and FTC disclosure requirements set forth in this Agreement; (b) Your name / business name's compliance with the content approval process (if applicable); and (c) Your name / business name's delivery of all required analytics reports and verification of posting as described in Section [●]. If Your name / business name fails to perform any material obligation under this Agreement, Brand/Company Legal Name may withhold payment of the corresponding portion of the Fee until the deficiency is cured, or may terminate this Agreement and demand return of any advance payment for undelivered or non-compliant Deliverables. 4. Performance-Based Payment (if applicable). Performance-Based Payment Terms (if applicable, or 'N/A') 5. Payment Method. All payments will be made via Payment Method (e.g., 'ACH transfer', 'PayPal', 'wire transfer') to the account or address designated by Your name / business name in writing. Your name / business name is solely responsible for all bank fees, currency conversion fees, and payment platform fees associated with receipt of payment. 6. Currency. All amounts stated in this Agreement are in Currency (e.g., 'U.S. Dollars (USD)'). 7. Taxes and Withholding. Your name / business name is solely responsible for all taxes, including income tax, self-employment tax, and any applicable sales or value-added tax, arising from the Fee. Brand/Company Legal Name will issue a Form 1099-NEC (for U.S. recipients) or other applicable tax form if required by law. Your name / business name will provide Brand/Company Legal Name with a completed IRS Form W-9 (for U.S. taxpayers) or Form W-8 (for non-U.S. taxpayers) upon request.

LIMITATION OF LIABILITY (a) Exclusion of Consequential Damages. To the fullest extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages — including lost profits, lost revenue, loss of business opportunity, loss of data, or harm to reputation — arising out of or related to this Agreement, even if the party has been advised of the possibility of such damages and even if a limited remedy fails of its essential purpose. (b) Aggregate Cap. Each party's total aggregate liability to the other arising out of or related to this Agreement — whether in contract, tort (including negligence), strict liability, or otherwise — will not exceed the total fees actually paid or payable by Client name / business name to Your name / business name during the Cap look-back period (months)-month period immediately preceding the event giving rise to the claim, or Minimum cap floor amount (e.g. $5,000), whichever is greater. (c) Exceptions. The limitations in Sections (a) and (b) do not apply to: (i) a party's obligation to indemnify the other for third-party claims of intellectual property infringement under the Mutual Indemnification clause; (ii) liability arising from a party's gross negligence or willful misconduct; (iii) a party's obligations under the Data Protection and Confidentiality clauses with respect to a data breach caused by that party's failure to maintain reasonable security; or (iv) a party's obligation to pay amounts owed under this Agreement. (d) Basis of the Bargain. Each party acknowledges that the limitations in this Section reflect a reasonable allocation of risk, are an essential element of the basis of the bargain between the parties, and that Your name / business name would not have entered into this Agreement without these limitations.

1. Platform Suspension or Ban. If, during the Term of this Agreement, Your name / business name's account on Platform Name (e.g., 'Instagram', 'TikTok') is suspended, banned, disabled, or otherwise rendered inaccessible for any reason (a "Platform Disruption"), Your name / business name will notify Brand/Company Legal Name in writing within twenty-four (24) hours. In the event of a Platform Disruption: (a) Influencer's Obligations. Your name / business name will use commercially reasonable efforts to: (i) appeal the suspension or ban and restore access to the account; (ii) post the required Deliverables on an alternative account or platform with a comparable audience size and engagement rate, subject to Brand/Company Legal Name's prior written approval; or (iii) provide Brand/Company Legal Name with a pro rata refund of any advance payment corresponding to the undelivered Deliverables. (b) Brand's Rights. If Your name / business name's account is not restored within Account Restoration Period (e.g., '14 days', '30 days'), or if Your name / business name does not secure Brand/Company Legal Name's written approval of an alternative platform, Brand/Company Legal Name may, at its sole discretion: (i) terminate this Agreement without penalty and demand a full refund of any advance payment for undelivered Deliverables, or (ii) agree to accept substitute performance on alternative terms. (c) No Liability for Good-Faith Compliance. Brand/Company Legal Name will not exercise its termination or refund rights under subsection (b) if the Platform Disruption resulted from Your name / business name's good-faith compliance with Platform Name (e.g., 'Instagram', 'TikTok')'s Terms of Service or Community Guidelines and was not caused by Your name / business name's violation of platform rules, fraudulent activity, or breach of this Agreement. 2. Algorithm Changes and Organic Reach Reduction. The parties acknowledge that Platform Name (e.g., 'Instagram', 'TikTok') may change its content distribution algorithm, reduce organic reach, or modify its policies in ways that materially affect the performance of Your name / business name's posts. Such algorithm changes do not constitute a breach of this Agreement by Your name / business name and do not relieve Brand/Company Legal Name of its payment obligations, provided that Your name / business name has delivered the Deliverables in accordance with the specifications set forth in the Statement of Work. Brand/Company Legal Name's sole remedy for underperformance due to algorithm changes is to renegotiate the terms of any future agreements or decline to enter into future agreements with Your name / business name. 3. Platform Shutdown. If Platform Name (e.g., 'Instagram', 'TikTok') ceases operations, is acquired and shut down, or otherwise becomes unavailable during the Term, the parties will negotiate in good faith to identify an alternative platform or a pro rata adjustment to the Fee. If the parties cannot agree on substitute performance within fourteen (14) days, either party may terminate this Agreement without penalty, and Brand/Company Legal Name will pay Your name / business name for any Deliverables posted prior to the shutdown on a pro rata basis.

14.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 14.2 Delivery Methods. Notices may be delivered by: (a) personal delivery; (b) nationally recognized overnight courier (e.g., FedEx, UPS); (c) certified or registered mail, return receipt requested, postage prepaid; or (d) email to the address specified below, provided that the sender retains proof of transmission and does not receive an automated bounce or delivery-failure notification within twenty-four (24) hours. 14.3 Effectiveness. Notices are effective: (a) upon personal delivery; (b) one (1) business day after deposit with overnight courier; (c) three (3) business days after deposit in the mail; or (d) on the day of email transmission if sent by 5:00 PM recipient's local time on a business day, or on the next business day if sent after 5:00 PM or on a non-business day. 14.4 Addresses. To Provider: Your name / business name, Provider Notice Address, Email: Provider Legal/Notice Email To Customer: Client name / business name, Customer Notice Address, Email: Customer Legal/Notice Email Either Party may change its notice address by providing written notice to the other in accordance with this Section.

15.1 Electronic Signatures. This Agreement and any SOW or amendment may be signed by electronic signature, including signatures created through E-Signature Platform (e.g., DocuSign, HelloSign) or any other electronic signature service compliant with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA) as enacted in the applicable jurisdiction. Electronic signatures have the same legal effect as original handwritten signatures. 15.2 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF or electronic signature platform delivery) is equally effective as delivery of a manually executed counterpart.

PERFORMANCE METRICS AND REPORTING 1. Metrics to Be Tracked. Influencer will track and report the following performance metrics for each piece of Sponsored Content: Performance metrics to track (e.g., impressions, reach, likes, comments, shares, saves, story views, link clicks, swipe-up rate). 2. Authoritative Data Source. Metrics will be measured using Authoritative analytics platform's native analytics tool (e.g., Instagram Insights, TikTok Analytics) as the sole authoritative source. Third-party analytics tools may be used by Brand for internal reference but will not supersede platform-native data for reporting purposes. 3. Analytics Access. Influencer true [SELECT: "will" / "will not"] grant Brand read-only access to the applicable platform's backend analytics for the duration of the campaign and for 5 days after the final posting date. If access is granted, Influencer will revoke it promptly after the access period expires. 4. Reporting Format and Deadline. Influencer will provide Brand with a written performance report within 7 days after Reporting trigger event (e.g., "each post going live" or "end of campaign"). The report must include: (a) screenshots or platform exports of native analytics; (b) a summary table of the metrics in item 1; and (c) Influencer's written commentary on notable engagement trends, if any. 5. Guaranteed Minimums. false [SELECT: "No guaranteed minimums apply; all metrics are organic and unguaranteed" / "Influencer guarantees a minimum of Guaranteed minimum reach in reach and Guaranteed minimum engagement rate (%)% engagement rate per post. If performance falls below these minimums after reasonable organic promotion, Influencer will, at Brand's election: (a) create one bonus post at no additional charge; or (b) provide a partial fee refund of 25% of the post Fee."] Guaranteed minimums, if any, are based on Influencer's historical performance and may be affected by platform algorithm changes outside Influencer's control. 6. Brand Use of Metrics. Brand may use reported metrics solely for internal campaign evaluation and performance-based compensation calculations under this Agreement. Brand may not publish, disclose, or use Influencer's private analytics data in marketing materials or press releases without Influencer's written consent.