Standard Terms
Brand Campaign Agreement and Insertion Order. These terms are incorporated by reference into each campaign's signed Deal Sheet or Insertion Order.
CAMPAIGN AGREEMENT dated [date] between Omer Liban, trading as Tenacity Sponsorships, of [address] (“Agency”) and [brand legal name] of [address] (“Brand”).
1. Structure
The Agency arranges sponsored content with creators it represents (each a “Creator”). Each campaign is set out in an Insertion Order (“IO”) in the form annexed, which forms part of this Agreement once signed by both parties. The Agency contracts as principal; the Brand's payment obligations are to the Agency.
2. Deliverables, approvals and publication
2.1 The Creator will produce the deliverables in the IO.
2.2 The Brand receives one draft-review round: the draft is supplied by the date in the IO and the Brand may request reasonable revisions consistent with the agreed brief within 5 business days, after which the draft is deemed approved.
2.3 Publication occurs in the window stated in the IO.
2.4 Creative style and wording remain the Creator's, within the brief; claims about the product are limited to those the Brand has substantiated in writing.
3. Disclosure and compliance
All content will be identified as advertising in accordance with applicable rules (in the UK, the CAP Code as enforced by the ASA), including an ‘Ad’ identifier, platform paid-promotion declaration and upfront disclosure. The Brand will not request publication without such disclosure and warrants that product claims supplied by it are accurate and substantiated.
4. Content standards
Paid segments will comply with the Agency's content standards, including a music-free requirement where the IO specifies one. The Brand confirms the product and brief do not involve gambling, interest-based financial products, alcohol, adult content or other categories notified by the Agency as excluded.
5. Fees and payment
5.1 Fees are stated in the IO.
5.2 Unless the IO states otherwise: 50% of the fee is payable on signature of the IO and the balance on draft approval, in each case within 7 days of invoice; publication is conditional on cleared payment in full.
5.3 Late sums bear interest at 8% per annum above the Bank of England base rate (mirroring the UK statutory rate for commercial debts).
5.4 Usage rights, exclusivity and performance bonuses are payable as additional fees per the IO.
5.5 Fees are exclusive of VAT and other applicable sales taxes, which will be added where required by law, and are payable without set-off in the currency stated in the IO.
6. Cancellation
6.1 If the Brand cancels an IO: before production begins — 25% of the fee is payable; after a draft is supplied — 50%; after draft approval — 100%. Sums already paid count toward these amounts.
6.2 If the Creator fails to deliver, the Brand may elect either a replacement creator of comparable audience proposed by the Agency or a refund of sums paid for the undelivered Deliverables; this is the Brand's exclusive remedy for non-delivery, subject to clause 10.1.
7. Usage rights and IP
The Creator retains ownership of the content. The Brand receives the licence stated in the IO. Unless expressly purchased in the IO, the licence covers the content remaining on the Creator's channel and organic resharing by the Brand with credit; paid amplification, whitelisting, or use in the Brand's own advertising requires the usage-rights add-on in the IO and is limited to the term stated there. The Brand grants the Agency and the Creator a non-exclusive licence to use its name, trade marks and supplied assets solely to create, publish and (where purchased) amplify the Deliverables.
8. Exclusivity
No exclusivity applies unless purchased in the IO. Where purchased, exclusivity is limited to the product category, duration and platforms stated.
9. Non-circumvention
9.1 For 12 months after the later of introduction and the last completed IO with a given Creator, the Brand will not engage that Creator (directly or through another agent) for paid promotion without the Agency.
9.2 If it does, the Brand will pay the Agency a fee equal to 20% of the sums paid or payable to that Creator in that engagement, which the parties agree is a genuine pre-estimate of the Agency's loss and not a penalty.
9.3 The Brand will notify the Agency of, and refer to it, any approach by that Creator to the Brand within that period.
10. Liability, confidentiality, general
10.1 Each party's liability under this Agreement is capped at the fees paid or payable under the relevant IO; neither party is liable for indirect or consequential loss. Nothing limits liability for fraud.
10.2 Each party will keep the other's non-public information confidential.
10.3 Either party may terminate for material breach unremedied 14 days after notice; clauses 5–7, 9 and 10 survive.
10.4 Entire agreement; variations in writing; England and Wales law and exclusive jurisdiction.
10.5 This Agreement and any IO may be executed in counterparts, including by electronic signature.
Insertion Order (annex — one page per campaign)
| IO number / date | [ ] |
|---|---|
| Brand | [ ] |
| Creator / channel | [completed on signature] |
| Deliverable(s) | [60–90s integration / dedicated video / short], count [ ] |
| Key messages (substantiated) | [ ] |
| Tracked link + promo code | [supplied by Agency] |
| Draft due | [ ] |
| Publication window | [ ] |
| Fee | [currency / amount] |
| Add-ons | usage rights [term / fee], exclusivity [category / days / fee], performance kicker [terms] |
| Payment schedule | [50% on signature / 50% on draft approval] or [100% on signature] |
| Music-free segment | [yes / no] |
| Special terms | [ ] |
Signed for the Agency: ______________ Date: ______ · Signed for the Brand: ______________ Date: ______