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The Endorsement Agreement serves as a critical legal instrument in India's marketing and advertising landscape, establishing the framework for celebrity and influencer endorsements of products or services. This document has gained increased importance following stricter regulatory oversight, particularly after the introduction of the 2022 Guidelines for Prevention of Misleading Advertisements. It outlines the endorser's obligations, compensation terms, usage rights, and compliance requirements while protecting both parties' interests. The agreement is essential for businesses seeking to leverage celebrity influence while ensuring compliance with Indian advertising standards, consumer protection laws, and industry-specific regulations. It typically includes detailed provisions for social media usage, content approval processes, exclusivity terms, and morality clauses, adapting to the evolving digital marketing landscape while maintaining regulatory compliance.

1. Parties: Identifies the endorser (celebrity/influencer) and the company seeking endorsement, including full legal names and addresses

2. Background: Contextual information about the endorsement relationship, company's products/services, and endorser's reputation/expertise

3. Definitions: Defines key terms used throughout the agreement, including 'Endorsement Services', 'Territory', 'Term', 'Products', and 'Intellectual Property'

4. Scope of Endorsement: Details the specific endorsement services, platforms, and products covered under the agreement

5. Term and Territory: Duration of the agreement and geographical scope of the endorsement

6. Endorser's Obligations: Specific duties, appearances, social media posts, shoot requirements, and compliance with regulations

7. Company's Obligations: Company's responsibilities, including providing products, information, and support for endorsement activities

8. Compensation: Payment terms, including base fees, royalties, performance bonuses, and payment schedule

9. Intellectual Property Rights: Usage rights, licenses, and restrictions regarding endorser's name, image, and likeness

10. Compliance and Due Diligence: Regulatory compliance requirements, including ASCI guidelines and advertising standards

11. Representations and Warranties: Statements of fact and guarantees from both parties

12. Termination: Conditions and process for ending the agreement, including breach and consequences

13. Confidentiality: Protection of sensitive information shared during the endorsement relationship

14. Dispute Resolution: Process for resolving disagreements, including jurisdiction and governing law

15. General Provisions: Standard contractual clauses including notices, amendments, and severability