This Letter of Intent (LOI) sets forth the principal terms under which the parties intend to negotiate and, if mutually agreed, enter into a definitive written agreement governing a brand sponsorship and content collaboration.
-
Parties and Purpose
1.1 Parties:
(a) [Brand/Sponsor]: [Full legal name], a [jurisdiction and entity type], with its principal place of business at [address] (Brand).
(b) [Sponsorship Lead/Representative]: [Full legal name and role], authorized to act on behalf of Brand (Sponsorship Lead).
(c) [Content Creation Team]: [Full legal name(s) and entity type(s) of creator/agency/production company], with its principal place of business at [address] (Content Team).
1.2 Purpose: The parties intend to collaborate on the ideation, production, publication, and promotion of branded content in connection with Brand’s [campaign/product/service] (the Project), subject to compliance with applicable advertising, consumer protection, intellectual property, and data protection laws and regulations.
-
Scope of Collaboration; Deliverables
2.1 Deliverables: The Content Team will develop and deliver the content as set forth in Exhibit A (Deliverables and Content Plan), including deliverable descriptions, platforms, technical specifications, talent requirements, content schedule, approval milestones, and any paid media/whitelisting needs.
2.2 Services: The Content Team will provide creative development, production, post‑production, talent sourcing and management, and delivery services consistent with industry standards, Brand’s written guidelines, and the requirements of this LOI.
2.3 Approvals: Brand shall have the right to review and approve concept boards, scripts, rough cuts, and final assets within the timeframes specified in Exhibit A. Failure to respond within the specified period may be deemed approval solely for production scheduling purposes, but no content shall be published without express written approval by Brand.
2.4 Brand Guidelines: The Content Team shall comply with Brand’s written guidelines, including brand safety, voice and tone, legal disclaimers, product claims substantiation, and platform-specific requirements.
-
Compensation; Payment; Expenses
3.1 Fees: Fees, currency, and payment schedule are specified in Exhibit B (Compensation). Unless otherwise stated, fees are exclusive of applicable taxes.
3.2 Milestones and Holdbacks: Payments shall be tied to mutually agreed milestones. Brand may withhold a reasonable portion (not to exceed [10–20]%) until final delivery and approval of all Deliverables.
3.3 Expenses: Pre‑approved, documented out-of-pocket expenses shall be reimbursed at cost without markup. No unapproved expenses are reimbursable.
3.4 Invoices; Taxes: Invoices shall be issued in accordance with Exhibit B. Each party is responsible for its own taxes, except that Brand shall remit any legally required withholding and provide documentation thereof.
-
Exclusivity; Non‑Compete
4.1 Category Exclusivity: During the Campaign Term and any Exclusivity Tail specified in Exhibit A, the Content Team and any identified on‑camera talent shall not endorse, promote, or feature competing products/services within the Category and Territory defined in Exhibit A.
4.2 Carve‑Outs: Exceptions must be expressly approved in writing by Brand.
-
Intellectual Property; Licenses
5.1 Background IP: Each party retains all right, title, and interest in its pre‑existing intellectual property (Background IP). No rights are granted except as expressly set forth herein.
5.2 Work‑Made‑for‑Hire/Assignment:
(a) Where permitted by applicable law, the parties agree the Deliverables (excluding Background IP and third‑party materials) are specially ordered or commissioned as a “work made for hire” under applicable copyright law (including 17 U.S.C. § 101 in the United States) as part of an audiovisual work, and Brand shall be deemed the author and exclusive owner.
(b) To the extent any Deliverable (or portion thereof) does not qualify as a work made for hire, the Content Team hereby assigns to Brand all right, title, and interest in and to such Deliverables (excluding Background IP and third‑party materials) upon receipt of the corresponding milestone payment.
5.3 License to Background IP and Creator Likeness: The Content Team grants Brand a non‑exclusive, worldwide, royalty‑free, transferable, sublicensable license during the Usage Term specified in Exhibit A to use, reproduce, distribute, publicly perform, display, adapt, edit, and create derivative works from (i) the Content Team’s Background IP, solely as embodied in the Deliverables, and (ii) the names, images, voices, likenesses, handles, and signatures of creators and on‑camera talent as included in the Deliverables, for exploitation across the channels and media identified in Exhibit A, including organic, paid social, programmatic, CTV, and paid amplification/whitelisting.
5.4 License to Brand IP: Brand grants the Content Team a limited, non‑exclusive, non‑transferable license to use Brand’s trademarks, logos, and materials solely for creating and delivering the Deliverables during the Term, subject to Brand’s guidelines. All goodwill inures to Brand.
5.5 Third‑Party Materials; Music: The Content Team shall not incorporate third‑party materials (including music, footage, fonts, images, and UGC) unless fully cleared in writing for the intended uses, worldwide territory, and Usage Term, including necessary synchronization, master use, mechanical, and public performance rights, and moral rights waivers where applicable.
-
Representations; Warranties; Compliance
6.1 Mutual: Each party represents and warrants it has the full right, power, and authority to enter into and perform this LOI.
6.2 Content Team: The Content Team represents and warrants that:
(a) Deliverables will be original (except for cleared third‑party materials) and will not infringe or misappropriate any third‑party rights.
(b) All necessary permissions, consents, releases (including location and talent releases), and union/guild clearances (e.g., SAG‑AFTRA, ACTRA, Equity) will be obtained as applicable.
(c) All factual statements and claims about Brand’s products included at Brand’s direction are supported by Brand‑provided substantiation; any statements of personal opinion or experience will be truthful and not misleading.
(d) Disclosures and endorsements will comply with applicable advertising and consumer protection laws and guidance, including, as applicable: United States Federal Trade Commission Endorsement Guides (16 C.F.R. Part 255) and related staff guidance; United Kingdom ASA/CAP Code and CMA guidance on endorsements; the EU Unfair Commercial Practices Directive (2005/29/EC) and national implementations; and any platform‑specific disclosure requirements. Clear and conspicuous disclosures (e.g., “Ad,” “Sponsored,” “Paid partnership”) shall be used as required.
6.3 Brand: Brand represents and warrants that any product performance or efficacy claims it requires to be included are truthful, not misleading, and substantiated, and that Brand IP provided to the Content Team does not infringe third‑party rights.
-
Morals; Brand Safety; Takedown
7.1 Morals Clause: Brand may suspend or terminate the Project, in whole or in part, if the Content Team or principal talent engages in conduct that a reasonable person would consider to subject Brand to public scandal, ridicule, or contempt, materially impairing Brand’s reputation, provided Brand acts in good faith and upon written notice.
7.2 Takedown: Upon Brand’s written request for legal, regulatory, or brand safety reasons, the Content Team will promptly remove, edit, or replace Deliverables, and will cooperate with Brand to implement corrective disclosures where required by law or platform rules.
-
Data Protection; Measurement; DPA
8.1 Data Protection: If either party processes Personal Data (as defined by applicable law) on behalf of the other, the parties shall execute a data processing agreement compliant with applicable law (including, as applicable, Regulation (EU) 2016/679 (GDPR), the UK GDPR and Data Protection Act 2018, and the California Consumer Privacy Act as amended (CCPA/CPRA)) prior to any processing.
8.2 Ads Permissions and Whitelisting: If Brand engages in paid amplification through creator handle/permissions, the parties shall implement platform‑native permissions and ensure compliance with platform advertising policies and transparency tools.
8.3 Measurement Data: Usage analytics and campaign performance data will be shared as specified in Exhibit C (Measurement and Reporting). Each party will implement reasonable security controls.
-
Insurance
The Content Team shall maintain during the Term and for [12] months thereafter: (a) commercial general liability insurance with limits of not less than [USD 1,000,000] per occurrence; and (b) if reasonably available, errors and omissions/media liability insurance with limits of not less than [USD 1,000,000], each with reputable insurers, naming Brand as an additional insured where customary, and providing certificates of insurance upon request.
-
Indemnification; Limitation of Liability
10.1 Indemnities: Each party shall indemnify, defend, and hold harmless the other party and its affiliates, and their respective officers, directors, employees, and agents from and against third‑party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from (a) breach of its representations, warranties, or obligations; (b) infringement or misappropriation of third‑party rights caused by materials it provides; or (c) gross negligence or willful misconduct.
10.2 Limitation: Except for indemnity obligations, breaches of confidentiality, data protection violations, or infringement of IP, neither party shall be liable for indirect, incidental, consequential, special, punitive, or exemplary damages. Aggregate liability of each party shall not exceed the total fees paid or payable under Exhibit B, except in cases of fraud, willful misconduct, or amounts payable to third parties under indemnity claims.
-
Term; Termination
11.1 Term: This LOI is effective as of the last signature date and continues until the earlier of (a) execution of a definitive agreement; (b) completion of the Project; or (c) termination under this Section.
11.2 Termination for Convenience: Either party may terminate this LOI upon [10–15] days’ written notice if the parties do not execute a definitive agreement by [date], provided that accrued payment obligations survive.
11.3 Termination for Cause: Either party may terminate immediately upon material breach by the other party that remains uncured for [10] days after written notice.
11.4 Effect: Upon termination, the Content Team shall (a) deliver all in‑progress materials for which Brand has paid; (b) refund any prepaid amounts for undelivered services on a pro‑rata basis; and (c) cease use of Brand IP. Brand shall pay for conforming Deliverables accepted prior to termination. Usage rights and ownership with respect to accepted Deliverables remain as granted.
-
Confidentiality; Publicity
12.1 Confidential Information: Non‑public information disclosed by one party to the other, whether oral, written, or electronic, and marked or reasonably understood as confidential, shall be kept confidential, used solely to perform this LOI, and disclosed only to personnel and advisors with a need to know and subject to obligations of confidence.
12.2 Exceptions: Information that is or becomes public through no breach, was independently developed, or was rightfully obtained from a third party without restriction is not confidential.
12.3 Public Announcements: No public announcements, press releases, or use of the other party’s name or logo shall be made without prior written consent, except as required by law.
-
Independent Contractor; No Partnership
The parties are independent contractors. Nothing herein creates a partnership, joint venture, agency, fiduciary, or employment relationship. The Content Team is solely responsible for its personnel, taxes, benefits, and statutory obligations.
-
Compliance With Laws; Platform Terms
Each party shall comply with applicable laws and regulations, including advertising and consumer protection laws, anti‑bribery/anti‑corruption laws (e.g., the U.S. Foreign Corrupt Practices Act, the UK Bribery Act), export controls and sanctions, and applicable platform terms of service and advertising policies.
-
Dispute Resolution; Governing Law
15.1 Good‑Faith Negotiation: In the event of a dispute, the parties shall first attempt in good faith to resolve the matter through executive‑level negotiations.
15.2 Governing Law: This LOI shall be governed by and construed in accordance with the laws of [State of New York/England and Wales/other], without regard to its conflict‑of‑laws principles.
15.3 Forum: The parties consent to the exclusive jurisdiction and venue of the courts located in [New York County, New York/England and Wales/other] or, if agreed, binding arbitration under [rules] in [location].
15.4 Injunctive Relief: Breach of Sections 5 (IP), 8 (Data), or 12 (Confidentiality) may cause irreparable harm for which monetary damages are inadequate; the non‑breaching party may seek injunctive relief without posting bond.
-
Binding and Non‑Binding Provisions
16.1 Non‑Binding: The parties acknowledge that this LOI expresses their current intentions and is not intended to create binding obligations to consummate the Project or execute a definitive agreement, nor to serve as a comprehensive contract governing the contemplated transaction.
16.2 Binding Clauses: Notwithstanding Section 16.1, Sections 3 (solely as to payment for accepted Deliverables), 5.3–5.5 (licenses and clearances as to any accepted Deliverables), 7.2, 8, 10, 11.4, 12, 13, 14, 15, 16, and 17 shall be binding and enforceable.
-
Miscellaneous
17.1 Entire Understanding; Amendments: This LOI sets forth the parties’ current understanding on the subject matter and may be amended only by a written instrument signed by both parties.
17.2 Costs: Each party shall bear its own costs and expenses incurred in connection with the negotiation of this LOI and any definitive agreement.
17.3 Assignment: Neither party may assign this LOI without the other party’s prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee assumes all obligations.
17.4 Severability; Waiver: If any provision is held invalid, the remainder shall remain in effect. No waiver is effective unless in writing and signed by the waiving party.
17.5 Counterparts; E‑Signatures: This LOI may be executed in counterparts, including via electronic signatures, each deemed an original and together constituting one instrument.
Sponsorship Lead (if separate contracting party or signatory as agent):
By: ________________________________
Name:
Title:
Date:
