This Sponsorship Agreement (Agreement) is entered into as of [Effective Date] (Effective Date) by and between: (i) [Sponsor Legal Name], a [jurisdiction and entity type] with a principal place of business at [address] (Sponsor); and (ii) Qing He, an individual with an address at [address] (Talent). Sponsor and Talent are each a Party and collectively the Parties.
RECITALS
A. Sponsor desires to obtain certain promotional, marketing, and endorsement rights relating to Talent, and Talent desires to provide such rights and services, on the terms set forth herein.
B. The Parties intend this Agreement to govern the sponsorship relationship, including the creation, approval, and exploitation of promotional content and appearances.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the Parties agree as follows:
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DEFINITIONS
1.1 Assets means Talent’s name, image, likeness, voice, signature, biography, approved photographs, video, and any other approved personal indicia.
1.2 Category means the product/service category subject to exclusivity, if any, defined in Exhibit A.
1.3 Deliverables means the content, appearances, posts, media, and other obligations Talent will provide under this Agreement, as set forth in Exhibit B.
1.4 Marks means the registered and unregistered trademarks, trade names, logos, slogans, and brand identifiers of a Party, as approved in writing for use by the other Party.
1.5 Platforms means the media and channels where Deliverables may be exploited, including digital, social, print, out-of-home, retail POS, broadcast, and live events, subject to the limitations stated herein.
1.6 Territory means [Territory].
1.7 Term means the period stated in Section 4 and any extensions agreed in writing.
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APPOINTMENT; GRANT OF RIGHTS
2.1 Appointment. Subject to the terms of this Agreement, Talent appoints Sponsor as a non-exclusive sponsor of Talent in the Territory during the Term, except as to any agreed Category exclusivity under Section 8.
2.2 License. Talent grants Sponsor a limited, non-exclusive, non-transferable (except as permitted under Section 19.5), royalty-free license during the Term and any wind-down period under Section 13.5 to:
(a) use the Assets strictly as incorporated in the Deliverables and in connection with Sponsor’s promotion of [Sponsor’s products/services] within the Territory;
(b) reproduce, display, distribute, transmit, publicly perform, and otherwise exploit the Deliverables on the Platforms in the Territory; and
(c) use Talent’s name in factual, non-disparaging credit and press releases consistent with Section 12.
2.3 Ownership; Work-Made-for-Hire/Assignment. As between the Parties:
(a) Pre-existing IP. Each Party retains all right, title, and interest in its pre-existing IP and Marks. No rights are transferred except as expressly licensed herein.
(b) Deliverables. To the extent permissible by law, Deliverables specifically created by Talent at Sponsor’s request shall be deemed works-made-for-hire for Sponsor. Where work-for-hire is not available, Talent hereby irrevocably assigns to Sponsor all right, title, and interest in and to the Deliverables, excluding the underlying Assets and Talent’s pre-existing IP, and grants Sponsor the license in Section 2.2 to the Assets as embodied in the Deliverables. Talent retains all moral rights to the extent non-waivable by law; Talent waives enforcement of moral rights to the extent permissible to effectuate this Agreement, subject to Section 6 (Approvals/Quality Control).
(c) Sponsor Materials. Sponsor retains ownership of Sponsor Materials (Sponsor’s scripts, briefs, storyboards, Marks, and product imagery) provided to Talent.
2.4 Restrictions. Sponsor shall not:
(a) use the Assets separate from the Deliverables or in any manner implying Talent’s personal use of, or clinical/functional claims about, Sponsor’s products/services unless expressly approved in writing;
(b) create deepfake/synthetic replicas of Talent’s likeness/voice or use generative AI to simulate Talent without Talent’s prior written consent, except for technical non-expressive post-production edits approved under Section 6;
(c) use the Deliverables for political, religious, or other sensitive causes, or for any unlawful, defamatory, or obscene purpose; or
(d) make any use outside the Territory or beyond the Term other than the wind-down permitted by Section 13.5, unless separately agreed in writing.
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TALENT SERVICES; DELIVERABLES
3.1 Services. Talent shall perform the services and provide Deliverables set out in Exhibit B in a professional manner consistent with industry standards and Talent’s public persona.
3.2 Calendar; Logistics. The Parties shall agree in writing on a reasonable production/posting schedule. Sponsor shall provide reasonable lead times and necessary access, products, and information. Sponsor shall reimburse pre-approved, documented out-of-pocket expenses within [30] days of invoice.
3.3 Approval Copies; Posting. Drafts of Deliverables requiring approvals shall be submitted per Section 6. If Deliverables are to be posted on Talent-owned social channels, Sponsor-approved disclosures (e.g., #ad) shall be included, and posting shall occur as scheduled unless delayed by force majeure or Sponsor’s delay.
3.4 Guild/Union. If any Deliverables trigger guild/union obligations (e.g., SAG-AFTRA for on-camera commercials in the U.S.), Sponsor will be the producer of record and will comply with all applicable collective bargaining agreements, including payment of residuals, fringes, and pension/health contributions.
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TERM
The Term commences on the Effective Date and continues until [End Date], unless earlier terminated per Section 13. Any extension must be in a signed writing.
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COMPENSATION; TAXES; AUDIT
5.1 Fee. Sponsor shall pay Talent a total fee of [Amount and currency], payable as follows: [e.g., 50% on execution; 25% on delivery of production-ready content; 25% on final approval/posting]. Late payments bear interest at the lesser of [1.0%] per month or the maximum allowed by law.
5.2 Bonus/Performance. Any performance bonuses are set forth in Exhibit B and payable within [30] days following verification by reasonable documentation (e.g., platform analytics).
5.3 Expenses. Sponsor shall reimburse pre-approved expenses as provided in Section 3.2.
5.4 Taxes. Fees are exclusive of taxes. Each Party is responsible for its own taxes based on income. If withholding is required by law, Sponsor may withhold the minimum required and shall cooperate to apply treaty rates, providing withholding certificates and proof of remittance. Sponsor shall not withhold where a valid exemption applies and has been provided.
5.5 Audit (Limited). For amounts contingent on measurable performance, upon [10] business days’ notice and no more than once per year, Talent may inspect Sponsor’s non-privileged records reasonably necessary to verify payments due, conducted by an independent accountant under confidentiality. Under/overpayments shall be reconciled within [30] days.
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APPROVALS; QUALITY CONTROL
6.1 Scripts and Cuts. Sponsor shall provide reasonable creative briefs. Talent shall have the right to review and reasonably approve: (i) scripts; (ii) final cuts using the Assets; and (iii) any use of the Assets in paid media or retail. Approval shall not be unreasonably withheld or delayed and shall be deemed given if no response within [5] business days after submission (clearly labeled as “FOR APPROVAL”).
6.2 No Material Alterations. Sponsor shall not materially edit Deliverables in a manner that distorts Talent’s performance or depicts Talent in a false light without Talent’s prior written approval.
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COMPLIANCE WITH LAWS; DISCLOSURES
7.1 Advertising Compliance. Each Party shall comply with all Applicable Laws and industry codes in the Territory, including advertising and marketing laws, endorsements/disclosures (e.g., the U.S. FTC Endorsement Guides or local equivalents), platform terms, consumer protection, unfair competition, and claims substantiation requirements. Sponsor shall provide substantiation for product claims included in Deliverables.
7.2 Disclosures. Talent shall make clear and conspicuous sponsorship disclosures in required formats. Sponsor will provide required disclosure language and will not instruct Talent to conceal the sponsorship.
7.3 Children/Restricted Products. If advertising targets minors or involves restricted products (e.g., alcohol, health/medical, financial services), the Parties shall comply with additional legal and self-regulatory standards, and Sponsor shall be responsible for any required age-gating, health disclaimers, or approvals.
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EXCLUSIVITY; NON-COMPETE
8.1 Category Exclusivity. During the Term and for a blackout period of [30–90] days thereafter, Talent shall not endorse, appear for, or feature competitors in the Category within the Territory, as detailed in Exhibit A. Talent may accept engagements outside the Category.
8.2 Conflicts. Sponsor shall promptly disclose known conflicts between the Category and Talent’s pre-existing commitments listed in Exhibit C. Talent shall not be deemed in breach for honoring disclosed pre-existing agreements.
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REPRESENTATIONS AND WARRANTIES
9.1 Mutual. Each Party represents and warrants that: (a) it has full right, power, and authority to enter into and perform this Agreement; (b) this Agreement is duly authorized, valid, and binding; and (c) its Marks, materials, and performance hereunder will not infringe or violate any third-party rights or Applicable Laws.
9.2 Talent. Talent further represents and warrants that: (a) Talent owns or controls the Assets and the right to grant the licenses herein; (b) Talent will not make knowingly false statements or unsubstantiated claims about Sponsor’s products/services; and (c) Talent will not accept any benefit from a competitor in the Category that would materially interfere with this Agreement.
9.3 Sponsor. Sponsor further represents and warrants that: (a) Sponsor owns or has rights in Sponsor Materials and product claims included in Deliverables and has substantiation therefor; (b) Sponsor will not require Talent to make unlawful or misleading statements; and (c) all payments will be made in compliance with anti-bribery, anti-corruption, sanctions, and export control laws (including the U.S. FCPA and UK Bribery Act, where applicable).
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INSURANCE
10.1 Sponsor Insurance. Sponsor shall maintain during the Term: (a) commercial general liability insurance with limits not less than [USD 1,000,000] per occurrence and [USD 2,000,000] aggregate; and (b) if producing video/photo shoots, production insurance, including third-party property damage and cast coverage as customary.
10.2 Certificates. Upon request, Sponsor shall provide certificates of insurance and, where feasible, name Talent as an additional insured for on-site events/productions controlled by Sponsor.
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INDEMNIFICATION
11.1 By Sponsor. Sponsor shall defend, indemnify, and hold harmless Talent and Talent’s agents and representatives from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of: (a) Sponsor Materials, product claims, or Sponsor’s breach of this Agreement; (b) bodily injury or property damage occurring at Sponsor-controlled events (except to the extent caused by Talent’s gross negligence or willful misconduct); or (c) Sponsor’s violation of Applicable Laws.
11.2 By Talent. Talent shall defend, indemnify, and hold harmless Sponsor and its affiliates from and against claims, damages, liabilities, costs, and expenses arising out of: (a) the Assets (as provided by Talent) infringing third-party rights; (b) Talent’s breach of this Agreement; or (c) Talent’s violation of Applicable Laws.
11.3 Procedure. The indemnified Party shall promptly notify the indemnifying Party of any claim, give reasonable cooperation, and allow control of the defense and settlement by the indemnifying Party, provided no settlement shall impose non-monetary obligations or admissions on the indemnified Party without its prior written consent (not to be unreasonably withheld).
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PUBLICITY; PRESS
12.1 Announcements. Any press release or public announcement concerning this Agreement requires the other Party’s prior written approval, not to be unreasonably withheld or delayed.
12.2 Credits. Sponsor may use factual statements that Talent is “a sponsor/partner of” Talent during the Term, consistent with Section 2.2 and subject to Talent’s brand guidelines provided by Talent.
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TERMINATION; EFFECT OF TERMINATION
13.1 For Cause. Either Party may terminate upon [30] days’ written notice for the other Party’s material breach if not cured within the notice period (10 days for payment breaches).
13.2 Insolvency. Either Party may terminate immediately if the other becomes insolvent, makes an assignment for creditors, or has a receiver appointed.
13.3 Morals/Brand Safety. Either Party may terminate immediately if the other Party (or, with respect to Sponsor, its key brand or executive) becomes the subject of a scandal, criminal investigation (excluding minor traffic offenses), or conduct that, in a reasonable, good-faith judgment, materially and adversely impacts the terminating Party’s reputation or would subject the terminating Party to public contempt or scandal by association. Prior to termination where practicable, the terminating Party shall consult in good faith regarding mitigating steps.
13.4 Force Majeure. Either Party may terminate without liability if a force majeure event under Section 16 prevents performance for [60] consecutive days.
13.5 Wind-Down. Upon expiration or termination (except for Talent’s termination for Sponsor’s uncured breach or morals under 13.3), Sponsor may continue pre-committed media buys and in-market materials containing the Deliverables for up to [60] days solely within the Territory, provided additional usage fees, if any, are paid per Exhibit B. After wind-down, all licenses to Assets cease.
13.6 Effect. Upon termination/expiration: (a) all unpaid, accrued fees for accepted Deliverables are due and payable; (b) each Party shall cease use of the other’s Marks and Assets except as permitted under Section 13.5; and (c) Sections intended by their nature to survive (including 2.3, 2.4, 5, 6.2, 7, 8, 9, 11, 13.5–13.6, 14, 15, 17–19) shall survive.
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CONFIDENTIALITY
14.1 Obligation. Each Party shall keep confidential and not disclose or use, except to perform this Agreement, any non-public information disclosed by the other Party that is marked or reasonably understood as confidential, including the terms of this Agreement.
14.2 Exceptions. Confidentiality does not apply to information that is: (a) publicly available without breach; (b) rightfully received from a third party without duty of confidentiality; (c) independently developed without use of the other Party’s confidential information; or (d) required to be disclosed by law or court order, provided prompt notice is given to seek protective measures.
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DATA PROTECTION; PRIVACY
15.1 If the Parties collect, process, or share personal data in connection with campaigns, each Party shall comply with Applicable Laws (including, as applicable, GDPR, CCPA/CPRA, and local equivalents). No Party shall provide to the other any special category personal data unless expressly agreed and protected by appropriate safeguards.
15.2 Pixels/Cookies. Any tracking technologies implemented on Talent’s channels require Talent’s prior written consent and compliance with applicable consent requirements.
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FORCE MAJEURE
Neither Party shall be liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemics/pandemics, strikes (excluding a Party’s own workforce), government actions, or failures of utilities or platforms. The affected Party shall use reasonable efforts to mitigate and resume performance.
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LIMITATION OF LIABILITY
Except for breaches of confidentiality, violations of Section 2.4, or indemnification obligations for third-party claims, neither Party shall be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or lost profits, arising out of or relating to this Agreement. In no event shall either Party’s aggregate liability exceed the total fees actually paid or payable by Sponsor to Talent under this Agreement, except for unpaid amounts due.
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DISPUTE RESOLUTION; GOVERNING LAW
18.1 Good-Faith Negotiation. The Parties shall attempt in good faith to resolve any dispute within [15] days after written notice of dispute.
18.2 Forum. If unresolved, disputes shall be submitted to [court/arbitration] in [City, Country/State]. The governing law of this Agreement shall be the laws of [Jurisdiction], excluding its conflict-of-laws rules. The Parties consent to [exclusive/non-exclusive] jurisdiction and venue in such forum. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
18.3 Injunctive Relief. A Party may seek injunctive or equitable relief in any competent court to prevent unauthorized use of its Marks, Assets, or confidential information.
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MISCELLANEOUS
19.1 Independent Contractors. The Parties are independent contractors. Nothing herein creates a partnership, joint venture, or employment relationship.
19.2 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except that Sponsor may assign to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets relating to the relevant brand, provided the assignee assumes all obligations and is not a competitor to Talent in a manner that would breach Section 8.
19.3 Notices. All notices shall be in writing and delivered by courier, certified mail, or email with confirmation to the addresses set forth above (or as updated in writing). Notices are effective upon receipt.
19.4 Entire Agreement; Amendments. This Agreement, including Exhibits, constitutes the entire agreement between the Parties and supersedes prior discussions. Any amendment must be in a signed writing referencing this Agreement.
19.5 Subcontracting. Sponsor may engage production vendors, but remains responsible for compliance. No subcontractor may be granted any greater rights than Sponsor has hereunder.
19.6 Severability; Waiver. If any provision is held invalid, the remainder remains in full force, and the Parties shall replace the invalid provision with a valid provision reflecting the original intent. No waiver is effective unless in writing.
19.7 Counterparts; E-Signatures. This Agreement may be executed in counterparts and by electronic signatures, each deemed an original.
Sponsor:
By: ______________________________
Name: ____________________________
Title: _____________________________
Date: _____________________________
Talent:
By: Qing He
Signature: _________________________
Date: _____________________________
